================================================================ SETTLEMENT AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS ================================================================ This SETTLEMENT AGREEMENT AND RELEASE OF ALL

CLAIMS (hereinafter referred to as Agreement) is entered into by and among THE AXIOS FUND, LP; WOODBRIDGE CAPITAL PARTNERS, LLC; WOODBRIDGE REALTY ADVISORS, LLC; GOLDEN STATE FUNDS and WILLIAM LAPPAS (hereinafter referred to collectively as the LAPPAS GROUP) on the one hand and STORAGE UPREIT PARTNERS, LP; STORAGE UPREIT MANAGEMENT, LLC; and ROBERT M. WALLACE (hereinafter referred to collectively as the SUP GROUP) on the other hand. The LAPPAS GROUP and SUP GROUP may also be referred to collectively as THE PARTIES. RECITALS A. On January 14, 2011, THE AXIOS FUND filed an action with the Santa Clara Superior Court designated as Case No. 111CV191889 (hereinafter The Action) naming as Defendants ROBERT M. WALLACE, STORAGE UPREIT PARTNERS and STORAGE UPREIT MANAGEMENT. B. Concurrently with filing The Action, THE AXIOS FUND caused to be prepared and filed an ex parte application for the issuance of a Temporary Protective Order. The Honorable Kevin E. McKenney granted THE AXIOS FUNDS application and issued a Temporary Protective Order attaching accounts of STORAGE UPRIET PARTNERS with Heritage Bank and Chicago Title Company totaling $2,748,380.31. C. On June 10, 2011, THE PARTIES stipulated to, and the Court ordered that, all sums subject to the Courts Temporary Protective Order be deposited with Comerica Bank in designated account no. 1894480738. By the terms of the June 10, 2011 Stipulation and Court Order, the Comerica Account would be subject to a hard hold pending further order of the Court or upon receipt of dual signatures from the principals of both THE AXIOS FUND and STORAGE UPREIT PARTNERS authorizing withdrawal.

D. On June 10, 2011 STORAGE UPREIT PARTNERS and STORAGE UPREIT MANAGEMENT filed its cross-complaint alleging various causes of action and naming as cross-defendants the LAPPAS GROUP. E. THE PARTIES deny the allegations contained within the complaint and cross-complaint and have agreed to resolve all disagreements and differences between themselves and wish to enter into this settlement agreement. F. THE PARTIES, in order to avoid the uncertainty, delay and expense of time-consuming litigation, each desire to settle fully and finally all differences between them on the terms and conditions set forth herein, which THE PARTIES acknowledge and represent to be fair, reasonable, adequate, and in their mutual best interests. G. THE PARTIES understand that they are waiving significant legal rights or claims by signing this Agreement, and voluntarily enter into this Agreement with a full and complete understanding of its terms and legal effect, with the intent to be bound thereby. NOW, THEREFORE, in consideration of the covenants and mutual promises herein contained, THE PARTIES agree as follows: 1. The SUP GROUP shall pay to THE AXIOS FUND, LP the sum of Three Million, Two Hundred Thousand and no/100 Dollars ($3,200,000.00) in exchange for THE PARTIES dismissals of their respective complaint and cross-complaint with prejudice as hereinafter set forth. A. On or before February 2, 2012, Robert Wallace of STORAGE UPREIT PARTNERS and William Lappas of THE AXIOS FUND agree to provide written authorization as more particularly set forth in Exhibit A to Comerica Bank instructing Comerica Bank to wire transfer the sum of Two Million Seven Hundred FiftyTwo Thousand Five Hundred Eighty-Three and 09/100 ($2,752,583.09) from the Comerica Account referred to in Exhibit A herein to the Parish & Small client trust fund account with Community Business Bank. In addition, the SUP GROUP shall wire to the Parish & Small client trust fund account the sum of Four Hundred Forty-Seven Thousand Four Hundred Sixteen and 91/100 ($447,416.91) for the total payment to THE AXIOS FUND of Three Million Two Hundred Thousand and no/100 Dollars ($3,200,000.00). B. Immediately following the wire transfer from Comerica Bank and the Wire Transfer by SUP GROUP to the Parish & Small client trust fund account with

Community Business Bank totaling Three Million Two Hundred Thousand and no/100 Dollars ($3,200,000.00), the SUP GROUP shall deliver to the LAPPAS GROUP, in care of its attorneys Parish & Small, a signed dismissal of its cross-complaint with prejudice as well as a fully executed copy of this Agreement by the SUP GROUP. C. Immediately upon receipt of the SUP GROUPS fully executed Settlement Agreement, dismissal of its cross-complaint with prejudice and the settlement amount set forth in section 1 B, the LAPPAS GROUP shall deliver its fully executed Agreement to the SUP GROUP as well as sign and file its dismissal of its complaint with prejudice along with the SUP GROUPS dismissal of its cross-complaint with prejudice. D. The settlement amount of $3.2 million dollars held in the Parish & Small client trust account shall remain in trust and shall not be released to the LAPPAS GROUP until this Agreement is signed by the LAPPAS GROUP and dismissals with prejudice of the entire action are filed with the Court. 2. In consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, THE PARTIES promise, agree and release as follows: (a) The LAPPAS GROUP hereby fully releases and forever discharges The SUP GROUP from any and all actions, causes of action, suits, demands, debts, expenses, accounts, obligations, costs, rights, agreements, promises, liabilities, liens, damages, or causes of action of any kind or nature whatsoever, and whether specifically mentioned or not, which may exist or might be claimed to exist at or prior to the date of this Agreement (which shall be the date on which the last signature to this agreement occurs), including, but not limited to, any and all claims, including any common law claims, debts, liabilities, demands, damages, charges, promises, acts, agreements, costs and expenses (including any claim for attorneys fees), actions and causes of action, whether known or unknown, suspected or unsuspected, fixed or contingent, apparent or concealed, including, but not limited to, claims which arise out of or are in any way connected to the Action. (b) The SUP GROUP hereby fully releases and forever discharges The LAPPAS GROUP from any and all actions, causes of action, suits, demands, debts, expenses, accounts, obligations, costs, rights, agreements, promises, liabilities, liens, damages, or causes of action of any kind or nature whatsoever, and whether specifically mentioned or not, which may exist or might be claimed to exist at or prior to the date of this Agreement (which shall be the date

on which the last signature to this agreement occurs), including, but not limited to, any and all claims, including any common law claims, debts, liabilities, demands, damages, charges, promises, acts, agreements, costs and expenses (including any claim for attorneys fees), actions and causes of action, whether known or unknown, suspected or unsuspected, fixed or contingent, apparent or concealed, including, but not limited to, claims which arise out of or are in any way connected with the Action. (c) This Release does not extend to and does not include any claims, losses, expenses, costs, obligations or liabilities any party may incur by reason of the other partys breach or failure to perform any of their warranties, guarantees, commitments or covenants contained in this Agreement, or by reason of any act or omission by any such party that constitutes a breach, default under or failure to perform any obligation, duty or liability of any undersigned party under this Agreement, and any documents or instruments executed pursuant thereto or hereunder. (d) This is a full and final release by the LAPPAS GROUP and SUP GROUP of all known and unknown claims or unanticipated damages arising out of any relationship between THE PARTIES, as well as to those not known or undisclosed. THE PARTIES waive all rights or benefits which they now have or in the future may have under the terms of section 1542 of the Civil Code of the State of California, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR [PARTY] DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. The LAPPAS GROUP and the SUP GROUP understand and acknowledge the significance and consequences of such specific waiver and hereby assume full responsibility for any injuries, damages or losses that he or they may hereafter incur from the above-specified dispute. 3. All agreements, acknowledgments, declarations, representations, understandings, promises, warranties, authorizations and instructions made, and all

understandings expressed by THE PARTIES, and each of them, in this Agreement, and all benefits accruing under this Agreement, apply to and bind the respective makers of said agreements, acknowledgments, declarations, representations, understandings, promises, warranties, authorizations, instructions and expressions of understanding, and also all of their respective heirs, officers, directors, agents, servants, employees, attorneys, shareholders, affiliates, subsidiaries, related entities, firms, predecessors, successors and assigns, and also all other persons, firms, corporations, associations, partnerships and entities in privity with or related to or affiliated with any such person, firm, corporation, association, partnership or entity. 4. THE PARTIES represent and warrant that none of the claims released herein have been transferred or assigned to any other person, corporation, partnership, unincorporated association or other entity. 5. This Agreement shall, in all respects, be interpreted, construed and governed by and under the domestic laws of the State of California. Any judicial or arbitral proceedings brought to interpret or enforce this Agreement shall be brought in the County of San Joaquin, State of California. 6. The PARTIES hereto acknowledge and agree that this instrument and other instruments specifically referred to herein constitute and contain the entire agreement and understanding concerning the subject matter between THE PARTIES and supersede and replace all prior negotiations and proposed agreements, whether written or oral. Each of THE PARTIES warrants that no other party or any agent or attorney of any other party has made any promise, representation or warranty whatsoever not contained herein to induce it/him to execute this Agreement and other documents referred to herein. Each of THE PARTIES represents that it/he has not executed this Agreement or the other documents in reliance on any promise, representation or warranty not contained herein. 7. If any litigation is commenced between the PARTIES hereto for the enforcement or declaration of any rights under this Agreement, the prevailing party in the litigation shall be entitled to receive from the non-prevailing party all costs incurred in connection with the litigation, including reasonable attorneys fees. 8. THE PARTIES hereby acknowledge and agree that the language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any of the Parties. This Agreement is drafted by counsel for the LAPPAS GROUP as an accommodation to all THE PARTIES, and is the product of deliberation between them and counsel advising each of them. In the event of any dispute surrounding the interpretation of this agreement, THE PARTIES do not intend that it be construed

against the LAPPAS GROUP. 9. Without further consideration, THE PARTIES agree to sign and deliver any and all documents necessary to carry out the terms and provisions of this Agreement and/or take all necessary steps to accomplish the full and final resolution of this matter referred to in the Agreement. 10. STORAGE UPREIT PARTNERS, LP AND STORAGE UPREIT MANAGEMENT, LLC represent and warrant: (a) That this Agreement has been duly authorized by STORAGE UPREIT PARTNERS, LP AND STORAGE UPREIT MANAGEMENT, LLC; Mark Good has been duly authorized to execute this Agreement on their behalf; and That no consent or approval of any other party is required for this Agreement to constitute a legal, valid or binding obligation.

(b) (c)

11. THE AXIOS FUND, LP; WOODBRIDGE CAPITAL PARTNERS, LLC; WOODBRIDGE REALITY ADVISORS, LLC; GOLDEN STATE FUNDS represent and warrant: (a) (d) (e) That this Agreement has been duly authorized; That William Lappas has been duly authorized to execute this Agreement on their behalf; and

That no consent or approval of any other party is required for this Agreement to constitute a legal, valid or binding obligation. 12. This Agreement may not be modified except by a writing signed by the party to be charged, or the partys duly authorized representatives. 13. This Agreement may be executed in counterpart. Copies of this Agreement with signatures transmitted by facsimile shall be affective as originals of the Agreement.

Dated: _______________ By_______________________ WILLIAM LAPPAS, an individual Dated: _______________ THE AXIOS FUND, LP By_________________________________ WILLIAM LAPPAS General Partner Dated: _______________ WOODBRIDGE CAPITAL PARTNERS, LLC By_________________________________ WILLIAM LAPPAS Managing Member Dated: ________________ WOODBRIDGE REALITY ADVISORS, LLC By_________________________________ WILLIAM LAPPAS Managing Member Dated: _________________ GOLDEN STATE FUNDS

By_________________________________ WILLIAM LAPPAS Managing Member Dated: _________________ By______________________________

ROBERT M. WALLACE, an individual

Dated: _________________

STORAGE UPRIET PARTNERS, LLC

By_________________________________ MARK GOOD, CEO, Storage Upreit Management, LLC, managing general partner

Dated: _________________

STORAGE UPREIT MANAGEMENT, LLC

By_________________________________ MARK GOOD , CEO

EXHIBIT A To: Comerica Bank Re: Account Number 18944807 The Axios Fund, LP, Storage Upreit Partners, LP and Storage Upreit Management, LLC by and through William Lappas and Robert M. Wallace, respectively hereby authorize Comerica Bank to wire transfer all sums in the above referenced account to Parish and Smalls client trust account with Community Business Bank pursuant to the following wiring instructions: Recipient Bank Name: ABA Routing Number: Beneficiarys Name: Bank Address: Credit to Acct. No. Special Instructions: TIB (The Independent Bank) 800-388-4842 111010170 For Further Benefit to: Community Business Bank 1550 Harbor Blvd., Suite 200, West Sacramento, CA 95691 121144191 Parish & Small Client Trust Account Account Number 202000931

Dated: _______________ By_____________________________ WILLIAM LAPPAS The Axios Fund, LP Dated: _________________ By____________________________ ROBERT M. WALLACE for Storage Upreit Partners, LP Storage Upreit Management, LLC

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