Exhibit 10.1
SPONSOR FUNDING AGREEMENT
This SPONSOR FUNDING AGREEMENT (this Agreement) is executed this 1st day of November, 2023 by and among Strategic Storage Trust
VI, Inc., a Maryland corporation (the Company), Strategic Storage Operating Partnership VI, L.P., a Delaware limited partnership (the Operating Partnership), and SmartStop REIT Advisors, LLC, a Delaware limited liability
company (the Sponsor).
W I T N E S S E T H
WHEREAS, the Company, the Operating Partnership, and Strategic Storage Advisor VI, LLC (the Advisor) are parties to that certain
Amended and Restated Advisory Agreement dated March 17, 2022 (the Advisory Agreement);
WHEREAS, the Sponsor is the
parent company of the Advisor;
WHEREAS, the Company has been offering (the Offering) shares of Class A Common Stock, par
value $0.001 per share (Class A Common Stock), Class T Common Stock, par value $0.001 per share (Class T Common Stock), and Class W Common Stock, par value $0.001 per share (Class W Common
Stock), pursuant to a Registration Statement on Form S-11 (the Registration Statement) filed with the Securities and Exchange Commission (SEC File
No. 333-256598);
WHEREAS, in connection with this Agreement, the Company desires to cease
selling shares of its Class A Common Stock, Class T Common Stock and Class W Common Stock in the primary portion of the Offering and begin offering shares of Class Y Common Stock, par value $0.001 per share (Class Y
Common Stock), and Class Z Common Stock, par value $0.001 per share (Class Z Common Stock), pursuant to the new prospectus contained in the Registration Statement (the Prospectus);
WHEREAS, the Sponsor or an affiliate hereby agrees to fund the payment of all upfront sales commissions, dealer manager fees and organization
and offering expenses in connection with the sales of shares of Class Y Common Stock and Class Z Common Stock in the Offering pursuant to the terms of this Agreement;
WHEREAS, in connection with the Company issuing a one-time stock dividend to the holders of each of
the Class A Common Stock, Class T Common Stock and Class W Common Stock (collectively, the Stock Dividends) in order to provide investors the same number of shares that such investors would have received had the investors
originally purchased its Class A Common Stock, Class T Common Stock and Class W Common Stock, respectively, at the proposed purchase price of $9.30 for the Class Y Common Stock and Class Z Common Stock, the Sponsor hereby
agrees to fund to the Company an amount of cash sufficient to cover the dilution from the Stock Dividends;
WHEREAS, in consideration for
the Sponsor agreeing to provide such funding, the Company and the Operating Partnership have simultaneously entered into Amendment No. 3 (Amendment No. 3) to the Second Amended and Restated Limited Partnership Agreement of the
Operating Partnership (the Partnership Agreement) in order to issue Series C Subordinated Convertible Units (Series C Units) to the Sponsor and set forth the terms, rights and restrictions of the Series C Units;
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, agree as follows:
1.
Funding of Offering Expenses. Effective upon the commencement of the sale of shares of Class Y Common Stock and Class Z Common Stock in the Offering, the Sponsor or an affiliate agrees to fund the payment (as further
described in the Prospectus) of (i) the upfront 3% sales commission for the sale of Class Y Common Stock, (ii) the upfront 3% dealer manager fee for the sale of Class Y Common Stock, and (iii) the estimated 1% organization
and offering expenses for the sale of Class Y Common Stock and Class Z Common Stock.