Membership Interest Purchase Agreement

Exhibit 10.24


EXECUTION COPY

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of May 1, 2004 (this " Agreement" ), is made and entered into by and between Extra Space V LLC, a Delaware limited liability company (" Buyer" ) and Equibase Mini Warehouse LLC, a Delaware limited liability company (" Seller" ).


WHEREAS, Buyer and Seller are parties to the Amended and Restated Limited Liability Company Agreement of Extra Space of South Holland LLC, an Illinois limited liability company (the " Company" ), dated as of September 12, 2002 (the " Operating Agreement ;" all capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Operating Agreement);


WHEREAS, Seller holds a 40% Percentage Interest in the Company and has certain rights to receive Profits, Net Cash from Operations, Net Cash from Sales and Net Cash from Refinancings pursuant to the terms of the Operating Agreement (together, Seller' s Percentage Interest and all other rights and interests of Seller to participate in or benefit from the ownership, profits and/or losses of the Company, whether as a member of the Company or otherwise are collectively referred to herein as the " Seller' s Entire LLC Interest" );


WHEREAS, Buyer and its affiliates are in the process of conducting a reorganization following which, among other things, Buyer' s ultimate parent entity will conduct an underwritten initial public offering of its shares of common stock pursuant to an effective registration statement filed with the Securities and Exchange Commission (such reorganization and initial public offering together referred to herein as the " Formation Transactions and IPO" );


WHEREAS, subject to the completion of the Formation Transactions and IPO, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Seller' s Entire LLC Interest on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, simultaneously with the completion of Buyer' s acquisition of the Seller' s Entire LLC Interest, and pursuant to Section 4.4 of this Agreement, Seller shall withdraw as member of the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:


ARTICLE 1


PURCHASE AND SALE; CLOSING


1.1 Purchase and Sale . Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller, all of the right, title and interest of Seller in and to the Seller' s Entire LLC Interest, including Seller' s rights and obligations reflected on Schedule A to this Agreement, at the Closing (as hereinafter defined) on the terms and subject to the conditions set forth in this Agreement.


1.2 Purchase Price . The aggregate purchase price for the Seller' s Entire LLC Interest (the " Purchase Price" ) is One Million Four Hundred Forty Nine Thousand and Thirty Six Dollars


($1,449,036). The Purchase Price will be payable in the manner provided in Section 1.4 of this Agreement.

1.3 Closing; Term .

1.3.1 Closing . The " Closing Date" or " Closing" of the transactions contemplated by this Agreement will be on or before thirty (30) days after the closing of the Formation Transactions and IPO. Closing will take place at the offices of Clifford Chance US LLP, 200 Park Avenue, New York, New York or at such other place as the parties hereto may agree upon. However, Closing shall not occur unless each and every condition set forth in Article 5 of this Agreement has been satisfied or waived.

1.3.2 Term . If the Closing does not occur by September 30, 2004, this Agreement shall be deemed terminated and shall be of no further force and effect and neither Buyer nor Seller shall have any further obligations pursuant to this Agreement except as specifically set forth in this Agreement.


1.4 Closing Deliveries .

1.4.1 At the Closing, Buyer will deliver to Seller the Purchase Price, consisting of One Million Four Hundred Forty Nine Thousand and Thirty Six Dollars ($1,449,036) by wire transfer of immediately available funds to an account designated by Seller at least two business days prior to the Closing or, at Buyer' s option by certified check. Simultaneously with the delivery of the Purchase Price, Seller will sell, transfer, convey and assign to Buyer good and valid title in and to the Seller' s Entire LLC Interest, free and clear of all pledges, security interests, liens or other encumbrances of any nature whatsoever, except as may be contained in the Operating Agreement (collectively, " Encumbrances" ), by executing and delivering to Buyer a member interest transfer agreement substantially in the form of Exhibit A attached to this Agreement. Prior to or on the Closing Date, Seller shall have also duly executed and delivered to Buyer a non-foreign status affidavit pursuant to Section 1445 of the Code, in the form of Exhibit B , attached to this Agreement and incorporated herein by this reference.

1.5 Transfer Taxes . All sales, value added, use, state or local transfer and gains taxes, registration, stamp and similar taxes imposed in connection with the transactions contemplated by this Agreement shall be borne exclusively by Buyer.


ARTICLE 2


REPRESENTATIONS AND WARRANTIES OF SELLER


Seller hereby makes the following representations and warranties, each of which is material and being relied upon by Buyer, each and every one of which is true, correct, and complete as of the date of this Agreement (unless they expressly provide for a future date):


2.1 Organization of Seller . Seller is a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.


2.2 Authority . Seller has full right, power and authority to execute and deliver this Agreement and to perform all of its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement, and the performance by Seller of its obligations hereunder require no further action or approval of any other individuals or entities in order to constitute this Agreement as a binding and enforceable obligation of


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Seller in accordance with its terms, except as provided in the Operating Agreement subject, as to enforcement, to the bankruptcy, reorganization, insolvency and other similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity.

2.3 Ownership . Seller owns the Seller' s Entire LLC Interest, beneficially and of record, free and clear of any and all Encumbrances, except as provided in the Operating Agreement. Except for this Agreement and the Operating Agreement, Seller has not granted any options, warrants, or rights to subscribe to, securities, member interests, rights or obligations convertible into or exchangeable for or given any right to subscribe for or participate in the profits of all or any portion of the Seller' s Entire LLC Interest. At the Closing, upon consummation of the transactions contemplated by this Agreement, Buyer will acquire the entire legal and beneficial interest in and to all of the Seller' s Entire LLC Interest, free and clear of any and all Encumbrances, except as provided in the Operating Agreement.


2.4 Noncontravention . Neither the entry into nor the performance of, or compliance with, this Agreement by Seller has resulted, or will result, in any violation of, or default under, or result in the acceleration of, any obligation under any mortgage indenture, lien agreement, note, contract, permit, judgment, decree, order, restrictive covenant, statute, rule, or regulation applicable to Seller or to the Seller' s Entire LLC Interest.


2.5 Litigation . There is no action, suit, or proceeding, pending or known by Seller to be threatened, against or affecting Se ...