Common use of Authorization of Representative Clause in Contracts

Authorization of Representative. (a) Each Contributor and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, to act as the representative (the “Representative”), for the benefit of the Contributors and LVP REIT, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REIT, in connection with and to facilitate the consummation of the Contemplated Transactions, including, without limitation, pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account. (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REIT, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REIT, Parent OP and/or Parent Sub, defending any Third Party Claims or Claims by the Parent Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REIT, Parent OP, Parent Sub and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REIT, Parent OP, Parent Sub or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow Cash, and receive process on behalf of any or all Contributors and LVP REIT in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to any such claim, action, proceeding or investigation, (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, (D) settle or compromise any claims asserted under the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (v) to refrain from enforcing any right of any Contributors, LVP REIT and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT unless such waiver is in writing signed by the waiving Contributors, LVP REIT or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representative, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconduct. Each Contributor and LVP REIT shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b), upon written notice from the Representative to the Contributor or LVP REIT as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV). (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the Contributors. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, and (ii) shall survive the consummation of the Closing. (f) Upon the written request of any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.

Authorization of Representative. (a) Each Contributor The Representative (and LVP REITany successor or assign thereof) is hereby appointed, authorized and empowered by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, the Sellers to act as the representative (the “Representative”)a representative, for the benefit of the Contributors and LVP REITSellers, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITSeller, in connection with and to facilitate the consummation of the Contemplated Transactions, including, without limitation, pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions Transaction as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account. (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REIT, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REIT, Parent OP and/or Parent Sub, defending any Third Party Claims or Claims by the Parent Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REIT, Parent OP, Parent Sub and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REIT, Parent OP, Parent Sub or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow Cash, and receive process on behalf of any or all Contributors and LVP REIT in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to any such claim, action, proceeding or investigation, (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, (D) settle or compromise any claims asserted under the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (v) to refrain from enforcing any right of any Contributors, LVP REIT and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT unless such waiver is in writing signed by the waiving Contributors, LVP REIT or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated TransactionsTransaction, the Escrow Agreement, Agreement and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith; and (iv) to take all actions which under this Agreement may be taken by the Sellers and to do or refrain from doing any further act or deed on behalf of the Sellers which the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as such Seller could do if personally present. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative Buyer and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representative, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconduct. Each Contributor and LVP REIT shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b), upon written notice from the Representative to the Contributor or LVP REIT as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV). (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub Companies shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsSellers. (ec) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, Seller other than the Representative; and (ii) shall survive the consummation of the ClosingTransaction. (d) If R. Fxxxx Xxxxxx, Xx. Revocable Trust dated December 20, 2005, becomes unable to serve as a Representative, such other Person, but not more than one Person, as may be designated by a majority of the Sellers, shall succeed as the Representative. (e) The Representative will not be liable to the Sellers for any act taken or omitted by it as permitted under this Agreement, except if such act is taken or omitted in bad faith or by willful misconduct. The Representative will also be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine (including facsimiles thereof). (f) Upon the written request of any Contributor or LVP REITThe Sellers agree, severally but not jointly, to indemnify the Representative shall provide such Contributor for, and to hold the Representative harmless against, any loss, liability or LVP REIT with an accounting expense incurred without willful misconduct or bad faith on the part of all monies received and distributed by the Representative, arising out of or in its capacity as the Representative, and shall provide such Contributor or LVP REIT connection with such other reasonable information regarding the Representative’s actionscarrying out its duties under this Agreement, including costs and expenses of successfully defending the Representative against any claim of liability with respect thereto. The Representative may consult with counsel of its own choice and will have full and complete authorization and protection for any action taken and suffered by it in its capacity as good faith and in accordance with the Representative, as opinion of such Contributor or LVP REIT may reasonably requestcounsel.

Authorization of Representative. (a) Each Contributor and LVP REIT, by its execution By virtue of adoption of this AgreementAgreement by the Sellers, and without further action by any such Seller, the Representative is hereby appointsappointed, authorizes authorized and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the an agent, representative (the “Representative”), for the benefit of the Contributors and LVP REIT, and as the exclusive agent and attorney-in-fact to act on behalf for each of each Contributor and LVP REIT, the Sellers in connection with and to facilitate the consummation of the Contemplated Transactions, including, without limitation, including pursuant to the Escrow AgreementAgreement and the matters related to (w) the Merger Consideration contemplated by Section 1.10, which shall include (x) the payment of amounts from the Representative Expense Fund Amount, (y) the preparation and filing of the Tax Returns with respect to the Group Companies contemplated by Section 8.1 and (z) all other such items and matters set forth in this Agreement and the other Transaction Documents contemplating participation by the Representative (collectively, “Representative Actions”), in each case with the power and authority: , including the power of substitution, acting in the name of or for and on behalf of each Seller, and subject to the limitations set forth herein or therein: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver receive such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions as the Representative, in its sole discretion, may deem necessary or desirable; ; (iiiii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this AgreementExpense Fund Amount, and, subject to any applicable withholding retention lawsLaws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver disburse and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, same to each of the Contributors, subject to Section 10.7(e), Seller in accordance with and such Seller’s Pro Rata Share; (iii) to authorize the extent release of each such Contributor’s respective contributions to any funds from the Escrow Account. Account in accordance with this Agreement and the Escrow Agreement; (iv) as to authorize the Representative, release of any funds held by the Representative in accordance with this Agreement; (v) to enforce and protect the rights and interests of the Contributors Sellers and LVP REIT and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10)Representative Action, and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITin respect thereof, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REITParent, Parent OP Merger Sub and/or Parent Sub, defending any Third Party Claims or Claims by of the Parent IndemniteesGroup Companies (after the Closing), consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OPMerger Sub, Parent Sub the Group Companies (after the Closing) and their respective representatives regarding such Claims, and, in connection therewith, to ; (A) assert any claim or institute any action, proceeding or investigation, (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REIT, Parent OP, Parent Sub or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow Cash, and receive process on behalf of any or all Contributors and LVP REIT in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to any such claim, action, proceeding or investigation, (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, (D) settle or compromise any claims asserted under the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (vvi) to refrain from enforcing any right of any Contributors, LVP REIT Seller and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document Representative Action in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT the Sellers unless such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative Representative; (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vivii) to make, execute, acknowledge acknowledge, deliver and deliver receive all such other agreements, guarantees, ordersOrders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions, the Escrow AgreementRepresentative Actions, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith therewith; and therewith(viii) take all such other actions as the Representative shall deem necessary or appropriate, in its discretion, for the accomplishment of the foregoing and the consummation of the Transactions. The Parties acknowledge and agree that the appointment, authorization and empowerment of the Representative set forth in this Section 9.13(a) shall not include any matter specifically reserved for a Seller in this Agreement. (b) The Representative shall not be entitled to the payment of all its out-of-pocket expenses incurred as the Representative subject to and in accordance with the terms and conditions set forth in this Agreement, including Section 1.9(c), which such amounts to be used by the Representative to pay expenses incurred by the Representative in its capacity as the Representative; provided, that if the Transaction is not consummated, the Company shall reimburse the Representative for all costs and expenses reasonably incurred by the Representative in connection with the Transaction and neither Parent nor Merger Sub shall have any feeliability to the Representative or the Company in connection therefor. Once the Representative determines, commission in its sole discretion, that the Representative will not incur any additional expenses in its capacity as the Representative, then the Representative will distribute the remaining unused Representative Expense Fund Amount, if any, to the Sellers in accordance with their Pro Rata Shares. If, however, the Representative incurs expenses, in its capacity as the Representative, in an amount exceeding the Representative Expense Fund Amount, then the Representative shall be entitled to receive from the Sellers in accordance with their Pro Rata Shares an amount for the difference between the total expenses incurred by the Representative and the Representative Expense Fund Amount. Furthermore, the Representative shall be entitled to withhold and pay a portion of any Other Seller Payments by providing written notice thereof to Parent prior to its distribution of such Other Seller Payment, for the purpose of the Representative making any payments or other compensation for paying any expenses under or in connection with this Agreement on behalf of the Sellers to satisfy costs, expenses and/or liabilities of the Representative in connection with the performance of its services hereunderduties under this Agreement. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder hereunder, (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT of the Sellers by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act which represents willful misconduct, (ii) the Representative shall not be liable to Sellers for any apportionment or distribution of payments made by the Representative in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Seller to whom payment was due, but not made or not made in full, shall be to recover from the other Sellers any payment in excess of the amount to which represents bad faith or willful misconduct such Seller is determined to have been entitled, and (iiiii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconductSellers. Each Contributor and LVP REIT Seller shall indemnify, on a pro rata basis (based upon on such ContributorSeller’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJVPro Rata Share), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever Losses (including, without limitation, including any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause For U.S. federal income tax purposes (band applicable state, local and non-U.S. tax purposes), upon written notice from (i) each of the Sellers shall be treated as receiving its Pro Rata Share of the Representative Expense Fund Amount at the Closing, (ii) and any withholding required with respect to the Contributor or LVP REIT as to the existence a Seller’s Pro Rata Share of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of Expense Fund Amount shall be deducted from such Seller’s Closing Payment and shall not reduce the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Representative Expense Fund Amount. (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing and/or Date or any termination of this Agreement and/or the Escrow Agreement. (d) . Each of Parent REIT, Parent OP and Parent Merger Sub shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the Contributors. (e) Sellers. The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive survives the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REITof the Sellers, and (ii) shall survive the consummation Closing. Any amounts received by the Representative on account of the ClosingSellers, whether pursuant to Section 1.9 or otherwise, shall be distributed to the Sellers, net of any reserve the Representative may deem necessary in its reasonable discretion, in accordance with Section 1.11. (fd) Upon the written request of any Contributor or LVP REIT, The Parties acknowledge and agree that the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representativehave no liability to, and shall provide such Contributor not be liable for any Losses of, any Party in connection with any obligations of the Representative under this Agreement or LVP REIT with such other reasonable information regarding otherwise in respect of this Agreement or the Representative’s actionsTransaction. (e) In the event of the death, in its capacity incapacity, liquidation, dissolution or resignation of any Person serving as the Representative, as applicable, within twenty (20) days of such Contributor death, incapacity, liquidation, dissolution or LVP REIT may reasonably requestresignation, the Sellers shall choose the successor representative by affirmative vote of the Sellers who hold a majority of the voting power of the Company based on their Pro Rata Share. Following such resignation, any reference to the Representative herein shall be deemed to include such successor representative.

Authorization of Representative. (a) Each Contributor Sentinel Capital Partners, L.L.C. is hereby appointed, authorized and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the a representative (the “Representative”), for the benefit of the Contributors and LVP REITUnitholders, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITUnitholder, in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement and any other Ancillary Documents (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement Ancillary Documents and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to use the Representative Expense Amount to satisfy costs, expenses and/or liabilities of the Representative or the Unitholders in connection with matters related to this Agreement and/or the Ancillary Documents, with any balance of the Representative Expense Amount not used for such purposes to be disbursed and paid to the Unitholders in accordance with Section 2.5(b) at such time as the Representative determines in its sole discretion that no additional such costs, expenses and/or liabilities shall become due and payable (provided that at the time of such disbursement to the Unitholders, the Representative may, at its option and in lieu of making payments directly to Unitholders who are then employees of the Company and/or its Affiliates, pay to the Company, an amount equal to the portion of such balance of the Representative Expense Amount which would otherwise be paid to Unitholders who are then employees of the Company and/or its Affiliates, and the Company shall be obligated to make the applicable payments to such employees); (iv) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this AgreementAccount, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the RepresentativeRepresentative (including any Unitholder Expenses paid by the Representative in excess of the Representative Expense Amount), the Representative shall disburse, deliver disburse and pay the same, no later than three (3) Business Days from same to the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), Unitholders in accordance with and Section 2.5(b) at such time as the Representative determines in its reasonable discretion (provided that at the time of such disbursement to the extent Unitholders, the Representative may, at its option and in lieu of each such Contributor’s respective contributions making payments directly to Unitholders who are then employees of the Company and/or its Affiliates, pay to the Escrow Account.Company, the amount which would otherwise be paid to Unitholders who are then employees of the Company and/or its Affiliates, and the Company shall be obligated to make the applicable payments to such employees); (ivv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Unitholders and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Ancillary Documents (including the Escrow Agreement), and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10)therein, and to take any and all actions which the Representative believes are necessary or appropriate under the Ancillary Documents (including the Escrow Agreement Agreement) and/or this Agreement for and on behalf of the Contributors and LVP REITUnitholders, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REITParent, Parent OP and/or Parent SubMerger Sub or their respective Affiliates (including the Company following the Closing), defending any Third Party Claims or Claims by claims against the Parent IndemniteesUnitholders, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OPMerger Sub, Parent Sub their respective Affiliates (including the Company following the Closing) and their respective representatives regarding such Claims, and, in connection therewith, to to: (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OPMerger Sub, Parent Sub their respective Affiliates (including the Company following the Closing) or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or Representative, any of the Contributors or LVP REIT or Unitholders and/or the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT Unitholders in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Ancillary Documents (including the Escrow Agreement Agreement); and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (vvi) to enforce or to refrain from enforcing any right of any Contributors, LVP REIT Unitholder and/or the Representative arising out of or under or in any manner relating to this Agreement, the Ancillary Documents (including the Escrow Agreement Agreement) or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Ancillary Documents (including the Escrow Agreement), shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT Unitholder unless such waiver is made in accordance with Section 10.11 and in writing signed by the waiving Contributors, LVP REIT party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vivii) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow AgreementAncillary Documents, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to reimbursement from the Unitholders of all its expenses incurred as the Representative. In connection with this Agreement, the Ancillary Documents (including the Escrow Agreement Agreement) and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT Unitholder by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Ancillary Documents (including the Escrow Agreement Agreement) or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconductUnitholder. Each Contributor and LVP REIT Unitholder shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in accordance with the case last sentence of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJVthis Section 9.1(b), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Ancillary Documents (including the Escrow Agreement Agreement) or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Representative to the Contributor or LVP REIT a Unitholder as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT such Unitholder shall promptly deliver to the Representative full payment of itshis, his her or her ratable share its portion of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or the last sentence of this Section 9.1(b). The Unitholders’ respective indemnity obligations referred to in this Section 9.1(b) shall be borne among the Unitholders in a “reverse waterfall” manner which preserves the distribution preferences set forth in Article VII of the LLC Agreement, as in effect immediately prior to the Closing, taking into account all consideration provided to the Unitholders hereunder, in each case as determined in the case good faith discretion of LVP REITthe Representative. (c) The parties hereto acknowledge and agree that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, the combined Applicable Percentage Interest parties hereto acknowledge and agree that the Representative shall have no liability to any party hereto in connection with any obligations of LVP OP and Pro-DFJVthe Representative under this Agreement or the Ancillary Documents (including the Escrow Agreement) or otherwise in respect of this Agreement or the transactions contemplated hereby or thereby, except to the extent proven to be the direct result of willful misconduct by the Representative in connection with the performance of its obligations hereunder or under the Ancillary Documents (including the Escrow Agreement). (cd) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow AgreementAncillary Documents. (de) Parent REIT, Parent OP and Parent Merger Sub shall (i) be entitled to deal exclusively with the Representative on all matters relating to this Agreement (with respect to matters regarding the Unitholders) and (ii) have the right to rely rely, without independent investigation or verification, upon all decisions, communications or writings made, given or executed by the Representative (with respect to matters regarding the Unitholders) and actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Ancillary Documents (including the Escrow Agreement), all of which actions or omissions shall be legally binding upon the ContributorsUnitholders. (ef) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REITUnitholder, and (ii) shall survive the consummation of the Closingtransactions contemplated by this Agreement and the Ancillary Documents. (f) Upon the written request of any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.

Authorization of Representative. (a) Each Contributor Xxxxxxxxxxx Xxxxx is hereby irrevocably appointed, authorized and LVP REIT, empowered by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, to act as the representative (the “Representative”), for the benefit of the Contributors and LVP REIT, and each Seller as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REIT, such Seller in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow Agreement, which . All such actions shall be deemed to be facts ascertainable outside this Agreement and shall be binding on the Sellers. Such appointment shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such amendments, waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive receive, or coordinate with the Surviving Entity with respect to, all moneys and other proceeds and property payable to the Representative or the Sellers from Parent, Merger Sub, the Surviving Entity and/or the Adjustment Escrow Account and/or Indemnity Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreementherein, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the RepresentativeRepresentative in its capacity as such, the Representative shall disbursecoordinate with Parent, deliver the Surviving Entity and/or the Escrow Agent, as applicable, to disburse and pay the same, no later than three (3) Business Days from or cause the date of receipt of such moneys, proceeds and/or property by the Representativesame to be disbursed and paid, to each of the Contributors, subject to Section 10.7(e), in accordance with and Sellers to the extent of each such ContributorSeller’s respective contributions to the Escrow Account.Pro Rata Share; (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Sellers (including the Representative, in its capacity as a Seller) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, including in connection with any and all claims asserted in accordance with the terms of this Article 10for indemnification brought under Section 9 hereof), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITSellers, including, without limitation, including asserting or pursuing any claimClaim against Parent, actionMerger Sub and/or the Surviving Entity, proceeding defending or investigation (a “Claim”) against Parent REIT, Parent OP and/or Parent Subprosecuting any Tax Claims, defending any Third Party Claims or Claims by the Parent Buyer Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub the Surviving Entity and their respective representatives regarding such Claims, and, in connection therewith, to to: (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Entity or any other Person, or by any federal, state or local Governmental Entity Authority against the Representative and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow CashSellers, and receive process on behalf of any or all Contributors and LVP REIT Sellers in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Escrow Agreement Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, in each case, on behalf of the Sellers, it being understood that (x) the Representative shall not have any obligation to any Seller to take any such actions, and shall not have any liability Liability to any Seller for any failure to take any such actionsactions and (y) the Representative’s sole rights to act on behalf of Parent or any other Buyer Indemnitee are addressed in Section 9.3(b); (v) to refrain from enforcing any right of any Contributors, LVP REIT Seller and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT Seller unless such waiver is in writing signed by the waiving Contributors, LVP REIT Party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or necessary, desirable, proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, Agreement and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith, in each case, other than the execution and delivery of the Letters of Transmittal and Option Letters on behalf of the Sellers. (b) The Representative shall not be entitled to make any feepayments or pay any expenses under or in connection with this Agreement and the Escrow Agreement on behalf of the Sellers by using the Representative Expense Fund (and any interest or earnings thereon) to satisfy costs, commission or other compensation for expenses and/or Liabilities of the Representative in connection with the performance of its services hereunder. In connection with duties under this Agreement, Agreement and the Escrow Agreement and with any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representative, excepting only (in the case balance of the Representative only) responsibility Expense Fund not used for any act or failure such purposes to act by be disbursed and paid, at such time as the Representative which represents bad faith or willful misconduct determines, in its sole discretion, that no additional such costs, expenses and/or Liabilities shall become due and (ii) payable, to each of the Sellers in accordance with Section 2.12. Furthermore, the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issuecause to be withheld from, and paid to Representative, a portion of any error in judgment Other Seller Payments, by providing written notice thereof to Parent prior to the distribution or other act or omission payment of such Other Seller Payment to Sellers, for the purpose of the Representative pursuant to such advice shall in no event subject the Representative to liability to making any Contributor payments or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconduct. Each Contributor and LVP REIT shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of paying any judgment against them, of any nature whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of under or in connection with any claimthis Agreement on behalf of the Sellers to satisfy costs, investigation, challenge, action or proceeding or expenses and/or Liabilities of the Representative in connection with any appeal thereof, relating to the acts or omissions performance of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification duties under this clause (b), upon written notice from the Representative to the Contributor or LVP REIT as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Agreement. (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement Section 10.1 shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REITParent, Parent OP Merger Sub and Parent Sub the Surviving Entity shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsSellers, and upon any notices, communications or determinations by or from the Representative as being authorized and given by the Sellers. (e) The grant of authority provided for herein in this Section 10.1 (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REITSeller, and (ii) shall survive the consummation of the ClosingMerger. (f) Upon The Representative shall not have any Liability to any of the written request Sellers for any act done or omitted hereunder or otherwise in connection with the performance of any Contributor or LVP REIT, its duties hereunder as the Representative while acting in good faith and in the exercise of reasonable judgment. The Representative shall provide such Contributor be entitled to rely on the advice of counsel, public accountants or LVP REIT with an accounting of all monies received and distributed by other independent experts that it reasonably determines to be experienced in the Representative, in its capacity as the Representativematter at issue, and shall provide will not be liable to the Sellers for any action taken or omitted to be taken in good faith based on such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably requestadvice.

Authorization of Representative. (a) Each Contributor CVC (and LVP REITany successor of CVC or any assign of CVC so long as such assign is an affiliate of CVC, by its execution of this AgreementCitigroup Inc. or Citigroup Venture Capital, Ltd.) is hereby appointsappointed, authorizes authorized and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the a representative (the “Representative”), for the benefit of the Contributors and LVP REITFormer Holders, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITFormer Holder, in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; provided, that no such amendment or modification thereto shall have any effect which causes any Former Holder to suffer any detriment which is disproportionate to the effect of such amendment or modification on CVC unless such amendment or modification is consented to in writing by such Former Holder; provided, further, that each Former Holder shall have the right to enforce its rights with respect to any such amendment or modification, including with respect to any rights or remedies which may be available to such holder under law or equity; (ii) to execute and deliver such waivers and consents on behalf of the Former Holders in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; provided, that no such waiver or consent thereto shall have any effect which causes any Former Holder to suffer any detriment which is disproportionate to the effect of such waiver or consent on CVC unless such waiver or consent is consented to in writing by such Former Holder; provided, further, that each Former Holder shall have the right to enforce its rights with respect to any such waiver or consent, including with respect to any rights or remedies which may be available to such holder under law or equity; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account. (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Former Holders (including the Representative, in its capacity as a stockholder in the Company) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 10VIII hereof), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITFormer Holders, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REITParent, Parent OP Newco and/or Parent SubSurviving Corporation, defending any Third Party Claims or Claims by the Parent Purchaser Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub Surviving Corporation and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Corporation or any other Personperson, or by any federal, state or local Governmental Entity Authority against the Representative and/or any of the Contributors or LVP REIT or Former Holders, and/or the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT of the Former Holders in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Escrow Agreement Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; provided, that in the case of subclause (D), no such settlement or compromise of any claim asserted under the Escrow Agreement shall have any effect which causes any such Former Holder to suffer any detriment which is disproportionate to the effect of such settlement or compromise on CVC unless such settlement or compromise is consented to in writing by such Former Holder; provided, further, that each Former Holder shall have the right to enforce its rights with respect to any such settlement or compromise, including with respect to any rights or remedies which may be available to such holder under law or equity; (viv) to refrain from enforcing any right of the Former Holders or any Contributors, LVP REIT of them and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT unless the Former Holders unless, subject to Section 9.1(a)(ii) hereof, such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (viv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment of all its expenses incurred as the Representative. In connection with the foregoing, at the Closing, the Company shall transfer $100,000 (the “Expense Funds”) to the Representative, to be used by Representative to pay expenses incurred by Representative in its capacity as Representative. Once Representative determines, in its sole discretion, that Representative will not incur any additional expenses in its capacity as Representative, then Representative will distribute the remaining unused Expense Funds, if any, pro rata to the Former Holders. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT Former Holders by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith faith, gross negligence or willful misconduct misconduct, and (ii) the Representative shall be entitled to rely in good faith on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconductFormer Holders. Each Contributor and LVP REIT Former Holder shall indemnify, pro rata based upon such Contributorholder’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Ownership Percentage, the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as otherwise; provided, however, that the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its bad faith, gross negligence or willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Representative to the Contributor or LVP REIT Former Holders as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT Former Holder shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiencydeficiency based upon such holder’s Ownership Percentage; provided, in accordance with that no such Contributor’s Applicable Percentage Interest (holder shall be liable for any claim of indemnification which is, individually or in the case aggregate, in excess of LVP REIT, such holder’s pro rata portion of the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Purchase Price to which such holder is entitled pursuant to this Agreement. (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Effective Date and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REITSubject to Sections 9.1(a)(i) and (ii), Parent OP and Parent Sub Surviving Corporation shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsFormer Holders. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, Former Holder; and (ii) shall survive the consummation of the ClosingMerger. (f) Upon the written request of any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.

Authorization of Representative. (a) Each Contributor and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, to act as the representative Jxxxx X. XxXxxxxxx (the “Shareholders’ Representative”)) is hereby appointed, for the benefit of the Contributors authorized and LVP REIT, and empowered to act as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REIT, Company Securityholder in connection with and to facilitate the consummation of the Contemplated Transactions, including, without limitation, pursuant to the Escrow Agreementtransactions contemplated hereby, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Shareholders’ Representative, in its sole discretion, may deem necessary or desirable; (iiiii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account. (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT and to enforce and protect the rights and interests of the Representative Company Securityholders arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 10VIII hereof), and to take any and all actions which the Shareholders’ Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITCompany Securityholders, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REITParent, Parent OP Newco and/or Parent SubSurviving Corporation, defending any Third Party Claims Actions or Claims by the Parent IndemniteesBuyer Indemnified Parties, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub Surviving Corporation and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Corporation or any other Personperson, or by any federal, state or local Governmental Entity Authority against the Representative and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow CashCompany Securityholders, and receive process on behalf of any or all Contributors and LVP REIT Company Securityholders in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Shareholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Shareholders’ Representative may deem advisable or necessary, ; and (D) settle or compromise any claims asserted under the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Shareholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (viii) to refrain from enforcing any right of any Contributors, LVP REIT and/or the Representative Company Securityholders arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Shareholders’ Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT Company Securityholders unless such waiver is in writing signed by the waiving Contributors, LVP REIT or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative)party; and (viiv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions, the Escrow Agreement, transactions contemplated by this Agreement and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewithherewith. (b) The the Shareholders’ Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder. under this Article X. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Shareholders’ Representative hereunder (i) the Shareholders’ Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT Company Securityholders by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct misconduct, and (ii) the Shareholders’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Shareholders’ Representative pursuant to such advice shall in no event subject the Shareholders’ Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconductCompany Securityholders. Each Contributor and LVP REIT Company Securityholders shall indemnify, pro rata based upon such Contributorholder’s Applicable Percentage Interest share of the number of Common Shares outstanding as of immediately prior to the Closing (or in on a fully-diluted basis as of the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJVEffective Time), the Shareholders’ Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Shareholders’ Representative hereunder, hereunder or under the Escrow Agreement or otherwise in its capacity as the Representativeotherwise. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the establishes liability of the Shareholders’ Representative hereunder for as a result of its willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Shareholders’ Representative to the Contributor or LVP REIT Company Securityholders as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT Company Securityholders shall promptly deliver to the Shareholders’ Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with deficiency based upon such Contributorholder’s Applicable Percentage Interest share of the number of Common Shares outstanding as of immediately prior to the Closing (or in on a fully-diluted basis as of the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJVEffective Time). (c) All of the indemnities, immunities and powers granted to the Shareholders’ Representative under this Agreement shall survive the Closing Effective Date and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub Surviving Corporation shall have the right to rely upon all actions taken or omitted to be taken by the Shareholders’ Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsCompany Securityholders. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetencyincompetence, incapacity, bankruptcy or liquidation of any Contributor or LVP REIT, Company Securityholders; and (ii) shall survive the consummation of the ClosingMerger. (f) Upon Should the written request of any Contributor Shareholders’ Representative resign or LVP REITbe unable to serve, the Shareholders’ Representative shall provide such Contributor or LVP REIT with an accounting appoint a single substitute agent to take on the responsibility of all monies received and distributed by the Representativerepresentative hereunder, in its capacity as whose appointment shall be effective on the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding date of the Shareholders’ Representative’s actions, in its capacity as the Representative, as such Contributor resignation or LVP REIT may reasonably requestincapacity.

Authorization of Representative. (a) Each Contributor and LVP REIT, by its execution By virtue of adoption of this AgreementAgreement by the Sellers, and without further action by any such Seller, the Representative is hereby appointsappointed, authorizes authorized and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the an agent, representative (the “Representative”), for the benefit of the Contributors and LVP REIT, and as the exclusive agent and attorney-in-fact to act on behalf for each of each Contributor and LVP REIT, the Sellers in connection with and to facilitate the consummation of the Contemplated Transactions, including, without limitation, including pursuant to the Escrow AgreementAgreement and the Paying Agent Agreement and the matters related to (w) the Merger Consideration contemplated by Section 1.10, which shall include (x) the payment of amounts from the Representative Expense Fund Amount, (y) the preparation and filing of the Tax Returns with respect to the Group Companies contemplated by ARTICLE VIII and (z) all other such items and matters set forth in this Agreement and the other Transaction Agreements contemplating participation by the Representative (collectively, “Representative Actions”), in each case with the power and authority: , including power of substitution, acting in the name of or for and on behalf of each Seller, and subject to the limitations set forth herein or therein: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver receive such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions as the Representative, in its sole discretion, may deem necessary or desirable; ; (iiiii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this AgreementExpense Fund Amount, and, subject to any applicable withholding retention lawsLaws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver disburse and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, same to each of the Contributors, subject to Section 10.7(e), Seller in accordance with and such Seller’s Pro Rata Share; (iii) to authorize the extent release of each such Contributor’s respective contributions to any funds from the Escrow Account. Account in accordance with this Agreement and the Escrow Agreement; (iv) as to authorize the Representative, release of any funds by the Paying Agent in accordance with this Agreement and the Paying Agent Agreement; (v) to enforce and protect the rights and interests of the Contributors Sellers and LVP REIT and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10)Representative Action, and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITin respect thereof, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REITParent, Parent OP Merger Sub and/or Parent Sub, defending any Third Party Claims or Claims by of the Parent IndemniteesGroup Companies (after the Closing), consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OPMerger Sub, Parent Sub the Group Companies (after the Closing) and their respective representatives regarding such Claims, and, in connection therewith, to ; (A) assert any claim or institute any action, proceeding or investigation, (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REIT, Parent OP, Parent Sub or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow Cash, and receive process on behalf of any or all Contributors and LVP REIT in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to any such claim, action, proceeding or investigation, (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, (D) settle or compromise any claims asserted under the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (vvi) to refrain from enforcing any right of any Contributors, LVP REIT Seller and/or the Representative arising out of or under or in any 18204139.13 227114-1002218204139.10 PG-170-2 manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document Representative Action in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT the Sellers unless such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative Representative; (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vivii) to make, execute, acknowledge acknowledge, deliver and deliver receive all such other agreements, guarantees, ordersOrders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions, the Escrow AgreementRepresentative Actions, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith therewith; and therewith(viii) take all such other actions as the Representative shall deem necessary or appropriate, in its discretion, for the accomplishment of the foregoing and the consummation of the Transactions. The Parties acknowledge and agree that the appointment, authorization and empowerment of the Representative set forth in this Section 9.13(a) shall not include any matter specifically reserved for a Seller in this Agreement. (b) The Representative shall not be entitled to the payment of all its out-of-pocket expenses incurred as the Representative subject to and in accordance with the terms and conditions set forth in this Agreement, including Section 1.9(c), which such amounts to be used by the Representative to pay expenses incurred by the Representative in its capacity as the Representative; provided, that if the Transaction is not consummated, the Company shall reimburse the Representative for all costs and expenses reasonably incurred by the Representative in connection with the Transaction and neither Parent nor Merger Sub shall have any feeliability to the Representative or the Company in connection therefor. Once the Representative determines, commission in its sole discretion, that the Representative will not incur any additional expenses in its capacity as the Representative, then the Representative will distribute the remaining unused Representative Expense Fund Amount, if any, to the Sellers in accordance with their Pro Rata Shares. If, however, the Representative incurs expenses, in its capacity as the Representative, in an amount exceeding the Representative Expense Fund Amount, then the Representative shall be entitled to receive from the Sellers in accordance with their Pro Rata Shares an amount for the difference between the total expenses incurred by the Representative and the Representative Expense Fund Amount. Furthermore, the Representative shall be entitled to cause the Paying Agent to withhold and pay a portion of any Other Seller Payments to the Representative, by providing written notice thereof to the Paying Agent and Parent prior to its distribution of such Other Seller Payment, for the purpose of the Representative making any payments or other compensation for paying any expenses under or in connection with this Agreement on behalf of the Sellers to satisfy costs, expenses and/or liabilities of the Representative in connection with the performance of its services hereunderduties under this Agreement. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder hereunder, (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT of the Sellers by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and misconduct, (ii) the Representative shall not be entitled liable to rely on the advice Sellers for any apportionment or distribution of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconduct. Each Contributor and LVP REIT shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b), upon written notice from the Representative to the Contributor or LVP REIT as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV). (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub shall have the right to rely upon all actions taken or omitted to be taken payments made by the Representative pursuant in good faith, and if any such apportionment or distribution is subsequently determined to this Agreement and have been made in error, the Escrow Agreementsole recourse of any Seller to whom payment was due, all of which actions but not made or omissions not made in full, shall be legally binding upon to recover from the Contributors. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, and (ii) shall survive the consummation of the Closing. (f) Upon the written request of any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.Sellers any

Authorization of Representative. (a) Each Contributor and LVP REITSeller, by its virtue of such Seller’s execution of this AgreementAgreement or execution and delivery of a Joinder, as the case may be, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, BSR LLC to act as the such Seller’s representative (the “Representative”), for the benefit of the Contributors and LVP REITSellers, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITSeller, in connection with and to facilitate the consummation of the Contemplated Transactions, including, without limitation, pursuant to the Escrow Agreementtransactions contemplated hereby, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement any Ancillary Documents (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement Ancillary Documents and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to use the Representative Expense Amount to satisfy costs, expenses and/or liabilities of the Representative in connection with matters related to this Agreement and/or the Ancillary Documents, with any balance of the Representative Expense Amount not used for such purposes to be disbursed and paid to the Sellers pro rata in accordance with the number of Company Shares owned by the Sellers at the Closing at such time as the Representative determines in its sole discretion that no additional such costs, expenses and/or liabilities shall become due and payable; (iv) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreementherein, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver disburse and pay the same, no later than three (3) Business Days from same to the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), Sellers pro rata in accordance with and to the extent number of each Company Shares owned by the Sellers at the Closing at such Contributor’s respective contributions to time as the Escrow Account.Representative determines in its reasonable discretion; (ivv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Sellers and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, including in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 10IX hereof), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITSellers, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REITParent, Parent OP Merger Sub and/or Parent Subthe Surviving Entity, defending any Third Party Claims or Claims by the Parent IndemniteesIndemnified Parties, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub the Surviving Entity and their respective representatives regarding such Claims, and, in connection therewith, to to: (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Entity or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or Sellers, the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT Sellers in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Escrow Agreement Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (vvi) to refrain from enforcing any right of any Contributors, LVP REIT Seller and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT Seller unless such waiver is made in accordance with Section 11.10 and in writing signed by the waiving Contributors, LVP REIT party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vivii) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow AgreementAncillary Documents, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment of all its expenses incurred as the Representative. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or theretohereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedelivered pursuant hereto, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct misconduct, and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconductSeller. Each Contributor and LVP REIT Seller shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), severally indemnify the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement hereunder or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Representative to the Contributor or LVP REIT Sellers as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT Seller shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV). (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow AgreementAncillary Documents. (d) Parent REIT, Parent OP and Parent Sub the Surviving Entity shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsSellers. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REITSeller, and (ii) shall survive the consummation of the ClosingMerger. (f) Upon the written request of any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.

Authorization of Representative. (a) Each Contributor and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, to act as the representative Lxxxxx Xxxxxxxxxxx Xxxxxx (the “Stockholders’ Representative”)) is hereby appointed, for the benefit of the Contributors authorized and LVP REIT, and empowered to act as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REIT, Company Securityholder in connection with and to facilitate the consummation of the Contemplated Transactions, including, without limitation, pursuant to the Escrow Agreementtransactions contemplated hereby, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (iiiii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account. (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT and to enforce and protect the rights and interests of the Representative Company Securityholders arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10), and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement and the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITCompany Securityholders, including, without limitation, asserting or pursuing any claimClaim against Parent, action, proceeding or investigation (a “Claim”) against Parent REIT, Parent OP Newco and/or Parent Subthe Surviving Corporation, defending any Third Party Claims Actions or Claims by the Parent IndemniteesBuyer Indemnified Parties, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub the Surviving Corporation and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Corporation or any other Personperson, or by any federal, state or local Governmental Entity Authority against the Representative and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow CashCompany Securityholders, and receive process on behalf of any or all Contributors and LVP REIT Company Securityholders in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary, ; and (D) settle or compromise any claims asserted under the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (viii) to refrain from enforcing any right of any Contributors, LVP REIT and/or the Representative Company Securityholders arising out of or under or in any manner relating to this Agreement, Agreement or the Escrow Agreement or any other agreement, instrument or document in connection with the foregoingAgreement; provided, however, that no such failure to act on the part of the Stockholders’ Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT Company Securityholders unless such waiver is in writing signed by the waiving Contributors, LVP REIT or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative)party; and (viiv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its her sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions, the Escrow Agreement, transactions contemplated by this Agreement and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewithherewith. (b) The Stockholders’ Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder. under this Article X. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Stockholders’ Representative hereunder hereunder, (i) the Stockholders’ Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT Company Securityholder by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct misconduct, and (ii) the Stockholders’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Stockholders’ Representative pursuant to such advice shall in no event subject the Stockholders’ Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconductCompany Securityholders. Each Contributor and LVP REIT Company Securityholders shall indemnify, pro rata based upon such Contributorholder’s Applicable Percentage Interest share (or in excluding all Dissenting Shares) of the case number of LVP REITshares of Common Stock outstanding as of immediately prior to the Closing (assuming the conversion of all shares of Preferred Stock and the exercise of all Options, the combined Applicable Percentage Interest of LVP OP and Pro-DFJVbut excluding all Dissenting Shares), the Stockholders’ Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Stockholders’ Representative hereunder, hereunder or under the Escrow Agreement or otherwise in its capacity as the Representativeotherwise. The foregoing indemnification shall not apply in the event of any action or proceeding of a court of competent jurisdiction which finally adjudicates the liability of the Stockholders’ Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Stockholders’ Representative to the Contributor or LVP REIT Company Securityholders as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT Company Securityholder shall promptly deliver to the Stockholders’ Representative full payment of its, his or her ratable share of the amount of such deficiencydeficiency based upon such holder’s share (excluding all Dissenting Shares) of the number of shares of Common Stock outstanding as of immediately prior to the Closing (assuming the conversion of all shares of Preferred Stock and the exercise of all Options, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJVbut excluding all Dissenting Shares). (c) All of the indemnities, immunities and powers granted to the Stockholders’ Representative under this Agreement shall survive the Closing Effective Date and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub the Surviving Corporation shall have the right to rely upon all actions taken or omitted to be taken by the Stockholders’ Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsCompany Securityholders. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, Company Securityholder; and (ii) shall survive the consummation of the ClosingMerger. (f) Upon Should the written request of any Contributor Stockholders’ Representative resign or LVP REITbe unable to serve, the Stockholders’ Representative shall provide such Contributor or LVP REIT with an accounting appoint a single substitute agent to take on the responsibility of all monies received and distributed by the Representativerepresentative hereunder, in its capacity as whose appointment shall be effective on the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding date of the Stockholders’ Representative’s actions, in its capacity as the Representative, as such Contributor resignation or LVP REIT may reasonably requestincapacity.

Authorization of Representative. (a) Each Contributor The Representative is hereby appointed, authorized and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the representative (the “Representative”)a representative, for the benefit of the Contributors and LVP REITSellers, and as the exclusive agent and agent, attorney-in-fact fact, proxy and representative to act on behalf of each Contributor and LVP REITthe Sellers, in connection with and to facilitate the consummation of the Contemplated TransactionsTransaction, including, without limitation, including pursuant to the Escrow Agreement, which shall include the power and authority: : (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; ; (ii) to execute and deliver such amendments, waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions Transaction and thereby as the Representative, in its sole discretion, may deem necessary or desirable; ; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account Funds as described herein or otherwise payable to the Representative pursuant to this Agreementherein, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver disburse and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, same to each of the Contributors, subject to Section 10.7(e), Sellers in accordance with and to the extent of each such ContributorSeller’s respective contributions to the Escrow Account. Pro Rata Percentage; (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Sellers and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and Agreement, the Escrow Agreement, and each other agreement, document, instrument Agreement or certificate referred to herein or therein or any of the transactions provided for herein or therein Transaction Agreements (including, without limitation, including in connection with any and all claims asserted in accordance with related to Taxes, or claims related to the terms of this Article 10Closing Date Working Capital), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITSellers, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REIT, Parent OP Purchaser and/or Parent Subany of the Blockers or the Fairway Group Companies (after the Closing), defending any Third Party Claims or Claims by the Parent IndemniteesClaims, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITPurchaser, Parent OP, Parent Sub the Blockers or the Fairway Group Companies (after the Closing) and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, Claim; (B) investigate, defend, contest or litigate any claim, action, proceeding Claim (other than a Claim that solely alleges a breach of a representation or investigation warranty or a covenant by a single Seller other than the Representative) initiated by Parent REITPurchaser, Parent OP, Parent Sub the Blockers or the Fairway Group Companies (after the Closing) or any other Person, or by any federal, state or local Governmental Entity Authority against the Representative and/or any of the Contributors or LVP REIT or Sellers and/or the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT Sellers in any such claim, action, proceeding or investigation Claim and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, Claim; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Escrow Agreement Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; ; (v) to waive or refrain from enforcing any right of the Sellers or any Contributors, LVP REIT of them and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT the Sellers unless such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and and (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated TransactionsTransaction; provided, however, that notwithstanding the foregoing, with respect to any Claim that seeks any relief against or results in any liability against a Seller, any of its Affiliates or any of their respective directors, managers, officers, employees, or equityholders (but, for the avoidance of doubt, specifically excluding any Claim that limits relief to the Escrow Fund), the Escrow Agreement, prior consent of such Seller shall be required in respect of the settlement or compromise of such Claim by the Representative. The Sellers acknowledge and all other agreements, documents agree that the Representative will allocate the Closing Cash of the Blockers (if any) solely for the benefit of the applicable Blocker Seller (whether pursuant to Section 1.3(a) or instruments referred to herein or therein or executed in connection herewith and therewithotherwise). (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment of all its out-of-pocket expenses incurred as the Representative. In connection with the foregoing, at the Closing, an aggregate amount of $1,000,000 (the “Representative Expense Fund”) shall be transferred by or on behalf of the Company to the Representative, to be used by the Representative to pay expenses incurred by the Representative in its capacity as the Representative. Once the Representative determines, in its sole discretion, that the Representative will not incur any additional expenses in its capacity as the Representative, then the Representative will distribute the remaining unused Representative Expense Fund, if any, to the Sellers in accordance with their Pro Rata Percentages. If, however, the Representative incurs expenses, in its capacity as the Representative, in an amount exceeding the Representative Expense Fund, then any funds released to the Representative, in its capacity as the Representative, from the Escrow Fund pursuant to Section 1.4(e), shall be used to reimburse the Representative for the difference between the total expenses incurred by the Representative and the Representative Expense Fund. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT of the Sellers by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act which represents willful misconduct, (ii) the Representative shall not be liable to Sellers for any apportionment or distribution of payments made by the Representative in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Seller to whom payment was due, but not made or not made in full, shall be to recover from the other Sellers any payment in excess of the amount to which represents bad faith or willful misconduct such Seller is determined to have been entitled, and (iiiii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconductSellers. Each Contributor and LVP REIT Seller shall indemnify, on a pro rata basis (based upon on such ContributorSeller’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJVPro Rata Percentage), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever Losses (including, without limitation, including any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representativeotherwise. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Representative to the Contributor or LVP REIT Sellers as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT Seller shall promptly deliver to the Representative full payment of itshis, his her or her its ratable share of the amount of such deficiency, in accordance with deficiency (based on such ContributorSeller’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJVPro Rata Percentage). (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub Date. Purchaser shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the Contributors. (e) Sellers. The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive survives the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, of the Sellers and (ii) shall survive the consummation Closing. Any amounts received by the Representative on account of all Sellers, whether pursuant to Section 1.3, the Escrow Agreement or otherwise, shall be distributed to the Sellers, net of any reserve the Representative may deem necessary in its reasonable discretion, on a pro rata basis (based on each Seller’s Pro Rata Percentage). (d) Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Representative that is expressly within the scope of the ClosingRepresentative’s authority under this Section 10.14 shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Sellers and shall be final, binding and conclusive upon each such Seller; and Purchaser shall be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Seller. Purchaser is hereby relieved from any liability to any Person for any acts done by Purchaser in accordance with such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Representative. (e) The parties hereto acknowledge and agree that the Representative shall have no liability to, and shall not be liable for any Losses of, any party hereto in connection with any obligations of the Representative under this Agreement or the Escrow Agreement or otherwise in respect of this Agreement or the Transaction, except to the extent that any act or omission by the Representative is found by a final order of a court of competent jurisdiction to have constituted fraud or willful misconduct. (f) Upon The Representative shall have the written request right to resign, and the Sellers shall choose the successor representative by affirmative vote of the Sellers who hold a majority of the voting power of the Company based on their Pro Rata Percentage. Following such resignation, any Contributor or LVP REIT, reference to the Representative herein shall provide be deemed to include such Contributor or LVP REIT with an accounting of all monies received successor representative and distributed by the Representative, in its capacity as the Representative, and prompt written notice thereof shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably requestbe delivered to Purchaser.

Authorization of Representative. (a) Each Contributor and LVP REIT, by its execution By virtue of adoption of this AgreementAgreement by the Sellers, and without further action by any such Seller, the Representative is hereby appointsappointed, authorizes authorized and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the an agent, representative (the “Representative”), for the benefit of the Contributors and LVP REIT, and as the exclusive agent and attorney-in-fact to act on behalf for each of each Contributor and LVP REIT, the Sellers in connection with and to facilitate the consummation of the Contemplated Transactions, including, without limitation, including pursuant to the Escrow AgreementPaying Agent Agreement and the matters related to (w) the Merger Consideration contemplated by Section 1.10, which shall include (x) the payment of amounts from the Representative Expense Fund Amount, (y) the preparation and filing of the Tax Returns with respect to the Group Companies contemplated by ARTICLE VIII and (z) all other such items and matters set forth in this Agreement and the other Transaction Agreements contemplating participation by the Representative (collectively, “Representative Actions”), in each case with the power and authority: , including power of substitution, acting in the name of or for and on behalf of each Seller, and subject to the limitations set forth herein or therein: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver receive such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions as the Representative, in its sole discretion, may deem necessary or desirable; ; (iiiii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this AgreementExpense Fund Amount, and, subject to any applicable withholding retention lawsLaws, and and, net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver disburse and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, same to each of the Contributors, subject to Section 10.7(e), Seller in accordance with and such Seller’s Pro Rata Share; (iii) to authorize the extent set off, reduction, cancellation or the release of each such Contributor’s respective contributions to any funds from the Escrow Account. Holdback Amounts in accordance with this Agreement; (iv) as to authorize the Representative, release of any funds by the Paying Agent in accordance with this Agreement and the Paying Agent Agreement; (v) to enforce and protect the rights and interests of the Contributors Sellers and LVP REIT and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10)Representative Action, and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITin respect thereof, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REITParent, Parent OP Merger Sub and/or Parent Sub, any of the Group Companies (after the Closing) or defending any Third Party Claims or Claims Claim by Parent, Merger Sub and/or any of the Parent IndemniteesGroup Companies (after the Closing) against the Sellers relating to this Agreement, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OPMerger Sub, Parent Sub the Group Companies (after the Closing) and their respective representatives regarding such Claims; (vi) agree to, andobject to, in connection therewithnegotiate, to (A) assert any claim resolve, enter into settlements and compromises of, demand arbitration or institute any actionlitigation of, proceeding or investigationand comply with Orders with respect to, (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated indemnification claims by Parent REIT, Parent OP, Parent Sub or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow Cash, and receive process on behalf of any or all Contributors and LVP REIT in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine Purchaser Indemnitee pursuant to be appropriate, and give receipts, releases and discharges with respect to any such claim, action, proceeding or investigation, ARTICLE IX; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, (D) settle or compromise any claims asserted under the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (vvii) to refrain from enforcing any right of any Contributors, LVP REIT and/or Seller or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document Representative Action in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT the Sellers unless such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative Representative; (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (viviii) to make, execute, acknowledge acknowledge, deliver and deliver receive all such other agreements, guarantees, ordersOrders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions, the Escrow AgreementRepresentative Actions, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith therewith; and therewith(viii) take all such other actions as the Representative shall deem necessary or appropriate, in its discretion, for the accomplishment of the foregoing and the consummation of the Transactions. The Parties acknowledge and agree that the appointment, authorization and empowerment of the Representative set forth in this Section 10.13(a) shall not include any matter specifically reserved for a Seller in this Agreement. (b) The Representative shall not be entitled to the payment of all its out-of-pocket expenses incurred as the Representative subject to and in accordance with the terms and conditions set forth in this Agreement, including Section 1.9(b), which such amounts to be used by the Representative to pay expenses incurred by the Representative in its capacity as the Representative; provided, that if the Transaction is not consummated, the Company shall reimburse the Representative for all costs and expenses reasonably incurred by the Representative in connection with the Transaction and neither Parent nor Merger Sub shall have any feeliability to the Representative or the Company in connection therefor. Once the Representative determines, commission in its sole discretion, that the Representative will not incur any additional expenses in its capacity as the Representative, then the Representative will distribute the remaining unused Representative Expense Fund Amount, if any, to the Sellers in accordance with their Pro Rata Shares. If, however, the Representative incurs expenses, in its capacity as the Representative, in an amount exceeding the Representative Expense Fund Amount, then the Representative shall be entitled to receive from the Sellers in accordance with their Pro Rata Shares an amount for the difference between the total expenses incurred by the Representative and the Representative Expense Fund Amount. Furthermore, the Representative shall be entitled to cause the Paying Agent to withhold and pay a portion of any Other Seller Payments to the Representative, by providing written notice thereof to the Paying Agent and Parent prior to its distribution of such Other Seller Payment, for the purpose of the Representative making any payments or other compensation for paying any expenses under or in connection with this Agreement on behalf of the Sellers to satisfy costs, expenses and/or liabilities of the Representative in connection with the performance of its services hereunderduties under this Agreement. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder hereunder, (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT of the Sellers by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act which represents willful misconduct, (ii) the Representative shall not be liable to Sellers for any apportionment or distribution of payments made by the Representative in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Seller to whom payment was due, but not made or not made in full, shall be to recover from the other Sellers any payment in excess of the amount to which represents bad faith or willful misconduct such Seller is determined to have been entitled, and (iiiii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconductSellers. Each Contributor and LVP REIT Seller shall indemnify, on a pro rata basis (based upon on such ContributorSeller’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJVPro Rata Share), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever Losses (including, without limitation, including any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b), upon written notice from the Representative to the Contributor or LVP REIT as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV). (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow Agreement. (d) . Each of Parent REIT, Parent OP and Parent Merger Sub shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the Contributors. (e) Sellers. The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive survives the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, of the Sellers and (ii) shall survive the consummation Closing. Any amounts received by the Representative on account of the ClosingSellers, whether pursuant to Section 1.9 or otherwise, shall be distributed to the Sellers, net of any reserve the Representative may deem necessary in its reasonable discretion, in accordance with Section 1.11. (fd) Upon the written request of any Contributor or LVP REIT, The Parties acknowledge and agree that the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representativehave no liability to, and shall provide such Contributor not be liable for any Losses of, any Party in connection with any obligations of the Representative under this Agreement or LVP REIT with such other reasonable information regarding otherwise in respect of this Agreement or the Representative’s actionsTransaction. (e) In the event of the death, in its capacity incapacity, liquidation, dissolution or resignation of any Person serving as the Representative, as applicable, within twenty (20) days of such Contributor death, incapacity, liquidation, dissolution or LVP REIT may reasonably requestresignation, the Sellers shall choose the successor representative by affirmative vote of the Sellers who hold a majority of the voting power of the Company based on their Pro Rata Share. Following such resignation, any reference to the Representative herein shall be deemed to include such successor representative.

Authorization of Representative. (a) Each Contributor MHC is hereby appointed, authorized and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the a representative (the “"Representative”"), for the benefit of the Contributors holders of Units, in connection with and LVP REITto facilitate the consummation of the transactions contemplated hereby, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor partner of MLP with respect to any and LVP REIT, all Claims relating to any partner of MLP and any and all Claims by the Parent Indemnified Parties arising under this Agreement and in connection with and to facilitate the consummation performance of the Contemplated Transactionsvarious actions required or permitted to be performed on behalf of the holders of Units under the Escrow Agreement and ACN LLC Documents, including, without limitation, pursuant to for the purposes and with the powers and authority hereinafter set forth in this Section 11.1 and in the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement and ACN LLC Documents (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and ACN LLC Documents and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative from holders of Units pursuant to the terms of this Agreement, the Escrow Account as described herein Agreement and ACN LLC Documents, including, without limitation, the Payment Fund, the Escrow Deposit, the Escrow Funds and any portion of or otherwise payable earnings accrued on the Escrow Funds which are distributable to holders of Units, subject to the Representative pursuant to this Escrow Agreement, and, subject to any applicable withholding and retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver to disburse and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, same to each of the Contributors, subject to Section 10.7(e), in accordance with and holders of Units to the extent of, and in accordance with, the respective interests of each such Contributor’s respective contributions to the Escrow Account.holders of Units in the Merger Consideration (the "Percentage Interests"); (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT holders of Units (including the Representative, in its capacity as a partner) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement and the Escrow AgreementACN LLC Documents, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 10X hereof), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or Agreement, this Agreement and the ACN LLC Documents for and on behalf of the Contributors and LVP REITholders of Units, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) Claims against Parent REIT, Parent OP and/or Parent SubParent, defending any Third Party Claims or all Claims by the Parent IndemniteesIndemnified Parties, consenting to, compromising or settling any all such Claims, conducting negotiations with Parent REIT, Parent OP, Parent Sub and their respective its representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Entity or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or holders of Units and/or the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT holders of Units in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Escrow Agreement or the ACN LLC Documents; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (v) to refrain from enforcing any right of the holders of Units or any Contributors, LVP REIT of them and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT the holders of Units unless such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vi) to make, execute, acknowledge and deliver all such other agreementsagreement, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment of all its expenses incurred as the Representative. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT holders of Units by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct misconduct, and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result holders of the Representative’s willful misconductUnits. Each Contributor and LVP REIT partner of MLP shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or each partner's percentage interest in the case of LVP REIT, the combined Applicable Merger Consideration ("Percentage Interest of LVP OP and Pro-DFJVInterest"), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’', accountants’ ' and other experts’ ' fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as otherwise. The foregoing indemnification shall not be deemed exclusive of any other right to which the RepresentativeRepresentative may be entitled apart from the provisions hereof. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its gross negligence or willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Representative to the Contributor or LVP REIT holders of Units as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT partner of MLP shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable partner's Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Interest. (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Effective Date and/or any termination of this Agreement and/or the Escrow Agreement. (d) Notwithstanding anything herein to the contrary, each holder of Units acknowledges that none of Parent, Sub, nor MLP shall have any responsibility or obligation whatsoever to any holder of Units or to any other party with respect to or arising out of any actions taken or any inaction by the Representative and nothing contained herein shall limit or affect in any manner whatsoever the responsibilities or obligations of the Representative to, howsoever arising, or release the Representative from any liabilities with respect to, Parent, Sub, or MLP. (e) Parent REIT, Parent OP and Parent Sub shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the Contributorsholders of Units. (ef) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, partner of MLP; and (ii) shall survive the consummation delivery of an assignment by a partner of MLP of the Closingwhole or any fraction of his or her interest hereunder, including his or her Percentage Interest. (f) Upon the written request of any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.

Authorization of Representative. (a) Each Contributor and LVP REIT, by its execution For purposes of this Agreement, the Ancillary Documents, the Transactions and any Action relating to the foregoing, Avista Capital Partners II GP, LLC (or any of its Affiliates as designated by Avista Capital Partners II GP, LLC) is hereby appointsappointed, authorizes authorized and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the a representative (the “Representative”), ) for the benefit of the Contributors and LVP REITSellers, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITSeller, in connection with therewith and to facilitate the consummation of the Contemplated Transactions, including, without limitation, including pursuant to the Escrow AgreementAncillary Documents, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement and any other Ancillary Documents (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirabledesirable and take all actions required permitted to be taken under this Agreement and the Ancillary Documents; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and any other Ancillary Documents and the consummation of the Contemplated Transactions as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to use the Representative Expense Amount to satisfy costs, expenses and/or Liabilities of the Representative in connection with matters related to this Agreement and/or the Ancillary Documents, with any balance of the Representative Expense Amount not used for such purposes to be disbursed by the Representative so that the applicable portions are paid to each holder of Company Common Shares based on its Percentage Interests and the remainder is paid to the Surviving Corporation and/or any other Group Company designated by the Surviving Corporation (for distribution to each holder of Vested Company Options based on its Percentage Interest, less applicable withholding taxes) at such time as the Representative determines in its sole discretion that no such costs, expenses and/or Liabilities shall become due and payable; (iv) to pay the Aggregate Liquidation Preference to the holders of Company Preferred Shares in accordance with Section 2.9(a); (v) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account Sellers as described herein or otherwise payable to the Representative pursuant to this Agreementherein, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the RepresentativeRepresentative (including any Transaction Expenses paid by the Representative in excess of the Representative Expense Amount), the Representative shall disburse, deliver disburse and pay the same, no later than three applicable portions thereof (3A) Business Days from to each holder of Company Common Shares based on its Percentage Interests and (B) to the date of receipt of such moneys, proceeds Surviving Corporation and/or property any other Group Company designated by the Representative, Surviving Corporation (for distribution to each holder of the Contributors, subject to Section 10.7(eVested Company Options based on its Percentage Interests), at such time as the Representative determines in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account.its reasonable discretion; (ivvi) as the Representative, to enforce and protect the rights and interests of Sellers (including the Contributors and LVP REIT Representative, in its capacity as a Seller) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein Ancillary Document or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10)Transactions, and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement and any Ancillary Document for and on behalf of the Contributors and LVP REITSellers, including, without limitation, including asserting or pursuing any claimClaim against Parent, action, proceeding or investigation (a “Claim”) against Parent REIT, Parent OP Merger Sub and/or Parent Subthe Surviving Corporation, defending any Third Party third party Claims or Claims by the Parent IndemniteesParent, Merger Sub or their Affiliates, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub the Surviving Corporation and their respective representatives regarding such Claims, and, in connection therewith, to to: (A) assert any claim or institute any action, proceeding or investigation, Claim; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation Claim initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Corporation or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or Seller, the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT Sellers in any such claim, action, proceeding or investigation Claim and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, Claim; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle settle, negotiate or compromise any claims asserted under the Escrow Agreement Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigationClaim, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability Liability for any failure to take any such actions; (vvii) to refrain from enforcing any right of any Contributors, LVP REIT Seller and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document Ancillary Document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement, the Escrow Agreement or in the Escrow Agreementsuch other Ancillary Document, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT Seller unless such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative; (viii) engage attorneys, accountants, financial and other advisors and other Persons (including the Escrow Agent) necessary or appropriate (at the expense of the holders of Company Common Shares and Vested Company Options pro rata based on their respective Percentage Interests), in the sole discretion of the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against in the Representative)performance of its duties hereunder; and (viix) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment of all its expenses incurred as the Representative from the holders of Company Common Shares and Vested Company Options (on a pro rata basis based on their respective Percentage Interest). In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or theretoother Ancillary Document, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the RepresentativeAncillary Document, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith gross negligence or willful misconduct misconduct, and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability Liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconductSeller. Each Contributor holder of Company Common Shares and LVP REIT Vested Company Options shall indemnify, pro rata based upon such Contributorholder’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Interest, the Representative against all losses, damages, liabilitiesLiabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding Claim or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or any other Ancillary Document or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding Claim which finally adjudicates the liability Liability of the Representative hereunder for its gross negligence or willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Representative to the Contributor or LVP REIT Sellers as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor holder of Company Common Shares and LVP REIT Vested Company Options shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributorholder’s Applicable Percentage Interest. The Representative may resign or be replaced by the Sellers together holding at least 50% of the Percentage Interest and the newly appointed Representative shall deliver written notice thereof to Parent and the Escrow Agent (or together with reasonable evidence thereof). Such substituted Representative shall be deemed to be the Representative for all purposes of this Agreement and the Ancillary Documents. Such removal and appointment shall be effective upon the later of the date indicated in the case of LVP REITwritten notice or the date such written notice is received by Parent and the Escrow Agent. All decisions and actions by the Representative shall be binding upon all Sellers and no Sellers shall have the right to object, dissent, protest or otherwise contest the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)same. (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow Agreementany Ancillary Document. (d) Parent REITParent, Parent OP Merger Sub and Parent Sub the Surviving Corporation shall have the right to rely conclusively upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement, the Escrow Agreement and the Escrow Agreementany other Ancillary Document, all of which actions or omissions shall be legally binding upon the ContributorsSellers. Parent, Merger Sub and the Surviving Corporation are entitled to deal exclusively with the Representative on all matters relating to this Agreement, any Ancillary Document or the Transactions. Any action taken or not taken or decisions, communications or writings made, given or executed by the Representative, for or on behalf of any Seller, shall be deemed an action taken or not taken or decisions, communications or writings made, given or executed by such Seller. Any notice or communication delivered by Parent, Merger Sub or the Surviving Corporation to the Representative shall be deemed to have been delivered to all of the Sellers. Parent, Merger Sub and the Surviving Corporation shall be entitled to disregard any decisions, communications or writings made, given or executed by any Seller in connection with this Agreement, any Ancillary Document and the Transactions, unless the same is made, given or executed by the Representative. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REITSeller and shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of each stockholder of the Company, (ii) shall survive the consummation of the ClosingMerger and (iii) shall be enforceable notwithstanding any rights or remedies any of the Company’s stockholders may have in connection with the Transactions. (f) Upon the written request of any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.

Authorization of Representative. (a) Each Contributor and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, to act as the representative (the “Representative”), for the benefit By virtue of the Contributors approval of the Transactions and LVP REITthis Agreement by the Sellers and without any further action of any of the Sellers or the Company, each Seller (other than the Future Fund) hereby irrevocably constitutes and appoints the Representative as the such Seller’s true and lawful exclusive agent and attorney-in-fact fact, with full power and authority to act on behalf act, including full power of each Contributor and LVP REITsubstitution, in connection such Seller’s name and on such Seller’s behalf with and respect to facilitate the consummation of the Contemplated Transactions, including, without limitation, pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative matters arising from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account. (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REIT, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REIT, Parent OP and/or Parent Sub, defending any Third Party Claims or Claims by the Parent Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REIT, Parent OP, Parent Sub and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REIT, Parent OP, Parent Sub or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow Cash, and receive process on behalf of any or all Contributors and LVP REIT in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to any such claim, action, proceeding or investigation, (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, (D) settle or compromise any claims asserted under the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (v) to refrain from enforcing any right of any Contributors, LVP REIT and/or the Representative arising out of or under or in any manner way relating to this Agreement, the Escrow other Transaction Agreements and the Transactions and, including to do or refrain from doing all things and to perform or refrain from performing all acts required or deemed advisable, in the Representative’s sole discretion, in connection with the Transactions as fully as such Seller could if then personally present and acting alone, and the Representative hereby accepts such appointment. Without limitation, following the Closing (a) any communication or other delivery validly delivered to the Representative shall be deemed to have been validly delivered to each Seller (other than the Future Fund), (b) any consent given or waiver of any provision of this Agreement or any other agreementTransaction Agreement by the Representative shall be binding upon each and every Seller (other than the Future Fund), instrument or document in connection with and (c) the Representative is hereby authorized to execute for and on behalf of each Seller (other than the Future Fund) any Transaction Agreement, including any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to any engagement contemplated by this Agreement. Notwithstanding the foregoing; provided, however, that the Representative shall have no such failure obligation to act on the part behalf of the RepresentativeSellers, except as otherwise expressly provided herein and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Sellers (other than Future Fund) will be bound by all actions taken by the Representative hereunder and the other Parties shall be entitled to rely (without investigation) on any action taken by the Representative as being taken by the Representative for and on behalf of each of the other Sellers (other than Future Fund), and fully authorized by each Seller(other than Future Fund). Each Seller (other than Future Fund) hereby agrees that for any legal action arising under this Agreement or any other agreement entered into in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT unless such waiver is in writing signed by the waiving Contributors, LVP REIT or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and such Seller may be served legal process as set forth in exercising or failing Section 12.3 for notices to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT by reason of any error that service in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representative, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and (ii) the Representative manner shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issueadequate, and such Seller shall not assert any error defense or claim that service in judgment such manner was not adequate or other act or omission sufficient in any court in any jurisdiction. This appointment of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result exclusive agency and this power of the Representative’s willful misconduct. Each Contributor and LVP REIT shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees attorney and the amount of any judgment against them, of any nature whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b), upon written notice from the Representative to the Contributor or LVP REIT as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV). (c) All of the indemnities, immunities and powers rights to indemnification granted to the Representative under this Agreement shall survive the Closing and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the Contributors. (e) The grant of authority provided for herein Group hereunder: (i) is are coupled with an interest and shall not be irrevocable and survive terminated by any act of any Seller (except for the deathright of the Sellers (other than Future Fund) as a group to appoint a successor Representative to the extent expressly set forth below in this Section 12.16) or by operation of law, incompetencywhether by death or incapacity, bankruptcy or liquidation of any Contributor Seller or LVP REITby the occurrence of any other event. and shall be binding on any successor thereto, and (ii) shall survive the consummation delivery of an assignment by any Seller of the Closingwhole or any fraction of his, her or its interest in any consideration or other amount that may be payable to such Seller. All actions taken by the Representative under this Agreement or the Representative Engagement Agreement shall be binding upon each Seller (other than Future Fund) and such Seller’s successors as if expressly confirmed and ratified in writing by such Seller, and all defenses which may be available to any Seller to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement are waived. The Representative shall be entitled to: (i) rely upon the Allocation Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Seller or other party. (fa) Upon Certain Sellers have entered into an engagement agreement (the written request “Representative Engagement Agreement”) with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Representative Engagement Agreement (such Sellers, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Representative Group”), shall be liable to any Seller for any action or failure to act in connection with the acceptance or administration of the Representative’s responsibilities hereunder or under the Representative Engagement Agreement, unless and only to the extent such action or failure to act constitutes gross negligence or willful misconduct. Any out-of-pocket costs and expenses reasonably incurred by the Representative in connection with actions taken by the Representative pursuant to the terms of this Agreement will be paid by the Sellers to the Representative upon demand. The Sellers severally (based on their respective First Payment Proportions, but excluding Future Fund), agree to indemnify and defend the Representative Group, and their successors, assigns, agents, attorneys and affiliates and to hold the Representative Group harmless from and against any and all losses, liabilities, claims, damages fees, costs or expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement (collectively, the “Representative Expenses”) incurred without bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties as Representative hereunder or under the Representative Engagement Agreement, including the reasonable costs and expenses incurred by the Representative in defending against any Claim or liability in connection herewith or any other Transaction Document. Such Representative Expenses may be recovered first, from any distribution of amounts otherwise distributable to the Sellers (other than Future Fund) at the time of distribution, and second, directly from the Sellers (other than Future Fund). The Sellers (other than Future Fund) acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any Contributor of its powers, rights, duties or LVP REITprivileges or pursuant to this Agreement, the Representative Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Representative shall provide such Contributor not be required to take any action unless the Representative has been provided with funds, security or LVP REIT with an accounting of all monies received and distributed by the Representativeindemnities which, in its capacity as determination, are sufficient to protect the RepresentativeRepresentative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. The Sellers holding more than 50% of the First Payment Proportions (excluding those held by Future Fund) can appoint a new Representative whether following the resignation of the Representative or otherwise by written consent and by sending notice and a copy of the duly executed written consent appointing such new Representative to the Purchaser and the Sellers that did not execute such written consent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by the Purchaser. The immunities and rights to indemnification shall provide such Contributor survive the resignation or LVP REIT with such other reasonable information regarding removal of the Representative’s actions, in its capacity as Representative or any member of the Representative, as such Contributor or LVP REIT may reasonably requestAdvisory Group and the Closing and/or any termination of this Agreement.

Authorization of Representative. (a) Each Contributor The Sellers irrevocably appoint, authorize and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, empower Jxxxx Xxxxxxx to act as the representative (the “a Representative”), for the benefit of the Contributors and LVP REITSellers, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITSeller, in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers waivers, modifications, amendments and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative or the Sellers from the Surviving Corporation or the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreementherein, and, subject to any applicable withholding retention laws, and net of any fees and out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver disburse and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, same to each of the Contributors, subject to Section 10.7(e), in accordance with and Sellers to the extent of each such ContributorSeller’s respective contributions to the Escrow Account.Pro Rata Share; (iv) as the Representative, to enforce and protect the rights and interests of Sellers (including the Contributors and LVP REIT Representative, in its capacity as a Seller) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, including in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 1010 hereof), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or or this Agreement Agreement, including actions in connection with the determination of the Estimated Cash Merger Consideration and the Final Cash Merger Consideration (and the resolution of any working capital disputes) for and on behalf of the Contributors and LVP REITSellers, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REITParent, Parent OP and/or Parent SubMerger Sub or the Surviving Corporation, defending any Third Party Claims or Claims by the Parent Purchaser Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub the Surviving Corporation and their respective representatives regarding such Claims, and, in connection therewith, to to: (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Corporation or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or or any of the Contributors or LVP REIT or Sellers, the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT Sellers in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under this Agreement or the Escrow Agreement Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (v) to refrain from enforcing any right of any Contributors, LVP REIT and/or Seller or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT Seller unless such waiver is in writing signed by the waiving Contributors, LVP REIT or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representative, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconduct. Each Contributor and LVP REIT shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b), upon written notice from the Representative to the Contributor or LVP REIT as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV). (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing and/or Date or any termination of this Agreement and/or or the Escrow Agreement. (dc) Parent REIT, Parent OP and Parent Sub the Surviving Corporation shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsSellers. (ed) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REITSeller, and (ii) shall survive the consummation of the ClosingMerger. (e) The Representative will not be liable to the Sellers for any act taken or omitted by it under this Agreement and the transactions contemplated hereby, except is such act is taken or omitted in bad faith. The Sellers shall indemnify and hold harmless the Representative against any losses, liabilities or expenses resulting from its role as Representative. (f) Upon the written request of any Contributor or LVP REIT, Any resignation by the Representative shall provide not be effective until a new Representative shall be appointed by Sellers who comprise a majority of the Pro Rata Shares and have confirmed his, her or its acceptance of such Contributor or LVP REIT with an accounting appointment in writing to Parent. (g) The Representative shall have reasonable access to information about the Surviving Corporation and the reasonable assistance of all monies received the Company’s former officers and distributed by the Representative, in employees for purposes of performing its capacity as the Representativeduties and exercising its rights hereunder, and the Representative shall provide such Contributor treat confidentially and not use or LVP REIT with such other reasonable disclose the terms of this Agreement or any nonpublic information regarding from or about Parent, the Surviving Corporation or any Indemnified Party to anyone (except to the Indemnifying Parties or the Representative’s actionsemployees, attorneys, accountants, financial advisors or authorized representatives on a need to know basis, in its capacity as each case who agree to treat such information confidentially); provided, however, that neither Parent nor the RepresentativeSurviving Corporation shall be obligated to provide such access or information if it determines, as following advice from outside counsel, that doing so would jeopardize the protection of attorney-client privilege. The Representative shall enter into a separate customary confidentiality agreement prior to being provided access to such Contributor or LVP REIT may information if reasonably requestrequested by Parent.

Authorization of Representative. (a) Each Contributor Sentinel Capital Partners, L.L.C. is hereby appointed, authorized and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the a representative (the “Representative”), for the benefit of the Contributors and LVP REITSellers, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITSeller, in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow Agreement and the Paying Agent Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement, the Paying Agent Agreement and any other Ancillary Documents (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement Ancillary Documents and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to use the Representative Expense Amount to satisfy costs, expenses and/or liabilities of the Representative or the Sellers in connection with matters related to this Agreement and/or the Ancillary Documents, with any balance of the Representative Expense Amount not used for such purposes to be disbursed and paid to the Sellers (or to the Paying Agent for further distribution to the Sellers) in accordance with Section 3.4 at such time as the Representative determines in its sole discretion that no additional such costs, expenses and/or liabilities shall become due and payable (provided that at the time of such disbursement to the Sellers, the Representative may, at its option and in lieu of making payments directly to Sellers who are then employees of the Group Companies and/or their Affiliates, pay to the Group Companies, an amount equal to the portion of such balance of the Representative Expense Amount which would otherwise be paid to Sellers who are then employees of the Group Companies and/or their Affiliates, and the Company shall be obligated to make, or cause to be made, the applicable payments to such employees); (iv) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this AgreementAccount, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the RepresentativeRepresentative (including any Seller Expenses paid by the Representative in excess of the Representative Expense Amount), the Representative shall disburse, deliver disburse and pay the same, no later than three (3) Business Days from same to the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), Sellers in accordance with and Section 3.4 at such time as the Representative determines in its reasonable discretion (provided that at the time of such disbursement to the extent Sellers, the Representative may, at its option and in lieu of each such Contributor’s respective contributions making payments directly to Sellers who are then employees of the Group Companies and/or their Affiliates, pay to the Escrow Account.Group Companies, an amount equal to the portion of such balance of the Representative Expense Amount which would otherwise be paid to Sellers who are then employees of the Group Companies and/or their Affiliates, and the Company shall be obligated to make, or cause to be made, the applicable payments to such employees); (ivv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Sellers and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and Agreement, the Escrow Agreement, the Paying Agent Agreement and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10)therein, and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement, the Paying Agent Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITSellers, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REIT, Parent OP and/or Parent Subany Purchaser Party or their Affiliates (including the Company and Blocker Corp following the Closing), defending any Third Party Claims or Claims by claims against the Parent IndemniteesSellers, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITthe Purchaser Parties, Parent OP, Parent Sub their Affiliates (including the Company and Blocker Corp following the Closing) or their respective representatives regarding such Claims, and, in connection therewith, to to: (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITa Purchaser Party, Parent OP, Parent Sub their Affiliates (including the Company and Blocker Corp following the Closing) or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT Sellers or the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT Sellers in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Escrow Agreement or the Paying Agent Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (vvi) to refrain from enforcing any right of any Contributors, LVP REIT Seller and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement or the Paying Agent Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT Seller unless such waiver is made in accordance with Section 11.10 and in writing signed by the waiving Contributors, LVP REIT party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vivii) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow AgreementAncillary Documents, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to reimbursement from the Sellers of all its expenses incurred as the Representative. In connection with this Agreement, the Escrow Agreement, the Paying Agent Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement, the Paying Agent Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconductSeller. Each Contributor and LVP REIT Seller shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in accordance with the case last sentence of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJVthis Section 10.1(b), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or the Paying Agent Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Representative to the Contributor or LVP REIT a Seller as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT such Seller shall promptly deliver to the Representative full payment of itshis, his her or her ratable share its portion of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or the last sentence of this Section 10.1(b). The Sellers’ indemnity obligations referred to in this Section 10.1(b) shall be borne among the Sellers in a “reverse waterfall” manner which preserves the distribution preferences set forth in Section 7.2 of the LLC Agreement, as in effect immediately prior to the Closing, taking into account all consideration provided to the Sellers hereunder, in each case as determined in the case good faith discretion of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Representative. (c) The parties hereto acknowledge and agree that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, the parties hereto acknowledge and agree that the Representative shall have no liability to any party hereto in connection with any obligations of the Representative under this Agreement, the Escrow Agreement or the Paying Agent Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent proven to be the direct result of willful misconduct by the Representative in connection with the performance of its obligations hereunder or under the Escrow Agreement or the Paying Agent Agreement. (d) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow AgreementAncillary Documents. (de) Parent REIT, Parent OP The Purchasers and Parent Sub the Group Companies shall (i) be entitled to deal exclusively with the Representative on all matters relating to this Agreement (with respect to matters regarding Sellers) and (ii) have the right to rely rely, without independent investigation or verification, upon all decisions, communications or writings made, given or executed by the Representative (with respect to matters regarding Sellers) and actions taken or omitted to be taken by the Representative pursuant to this Agreement, the Escrow Agreement and the Escrow Paying Agent Agreement, all of which actions or omissions shall be legally binding upon the ContributorsSellers. (ef) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REITSeller, and (ii) shall survive the consummation of the Closingtransactions contemplated by this Agreement. (f) Upon the written request of any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.

Authorization of Representative. (a) Each Contributor Subject to Section 10.2, MSCP V CC Holdco, LLC is hereby appointed, authorized and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the representative (the “Representative”), for the benefit of the Contributors and LVP REITHolders, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITHolder, in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement Ancillary Agreements (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement Ancillary Agreements and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account. (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Holders (including the Representative, in its capacity as a Holder, if applicable) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow AgreementAncillary Agreements, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, including in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 10)8), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement Ancillary Agreements and/or this Agreement for and on behalf of the Contributors and LVP REITHolders, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REIT, Parent OP and/or Parent SubBuyer, defending any Third Party Claims or Claims by the Parent Buyer Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REIT, Parent OP, Parent Sub Buyer and their respective its representatives regarding such Claims, Claims and, in connection therewith, to to: (A) assert any claim or institute any action, proceeding or investigation, Claim; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation Claim initiated by Parent REIT, Parent OP, Parent Sub Buyer or any other Person, or by any federal, state or local Governmental Entity Authority against the Representative and/or any of the Contributors or LVP REIT Holders or the Escrow Units or Escrow CashFunds, and receive notices or process on behalf of any or all Contributors and LVP REIT of the Holders in any such claim, action, proceeding or investigation Claim and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, Claim; (C) file any proofs of debt, claims Claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims Claims asserted under the Escrow Agreement Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in respect of any such action, proceeding or investigationClaim, it being understood that the Representative as such shall not have any obligation to take any such actions, and shall not have any liability Liability for any failure to take any such actions; (viv) to refrain from enforcing any right of any Contributors, LVP REIT Holder and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement Ancillary Agreements or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow AgreementAncillary Agreements, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT Holders unless such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (viv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, Ancillary Agreements and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall will not be entitled required to take any feeaction involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to the Representative by Holders. To the extent that any distributions from the Escrow Account are made to the Seller Indemnitees pursuant to Section 8.8(a), commission or other compensation the Representative shall receive reimbursement from the Holders directly out of any such distributions that are being made to the Seller Indemnitees for any and all expenses, charges and Liabilities, including attorneys’ fees, reasonably incurred by the Representative in the performance or discharge of its services hereunderthe Representative’s rights and obligations under this Agreement that have not previously been reimbursed and that exceed the Representative Fund Amount. In The Representative shall have the power and authority to use the Representative Fund Amount and any other funds distributed to the Representative pursuant to this Section 10.1(b) to satisfy costs, expenses and/or Liabilities of the Representative in connection with matters related to this AgreementAgreement and/or the Ancillary Agreements; provided, however, that the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing Founders’ Representative shall have the right to exercise all or any receive up to $100,000 of the powers conferred upon Representative Fund Amount to satisfy costs, expenses and/or liabilities of the Founders’ Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or Earn-out Payments and enforcing any such other agreementrights the Founders may have with respect to the Stock Consideration, instrument or document by if any. In the Representative, excepting only (in the case of event that the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, Fund Amount and any error in judgment or other act or omission of funds distributed to the Representative pursuant to such advice shall in no event subject the Representative this Section 10.1(b) together are insufficient to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of satisfy the Representative’s willful misconductexpenses, charges and liabilities, then each Holder will be obligated to pay the excess in accordance with each Holder’s respective Percentage Allocation. Each Contributor and LVP REIT shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case If any balance of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Representative against Fund Amount remains undisbursed at such time as all lossesdisputes, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ Claims and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, matters relating to the acts or omissions transactions contemplated by this Agreement and all other instruments and Contracts to be delivered pursuant hereto have been finally resolved, then the Representative shall distribute the remaining balance of the Representative hereunderFund Amount (i) to each Seller, or under an amount in cash equal to such Seller’s Percentage Allocation of such balance and (2) to the Escrow Agreement or otherwise Company, an amount in its capacity as cash equal to the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability aggregate of the Representative hereunder Percentage Allocation of such balance of all holders of Options for its willful misconduct. In distribution by the event Company to such holders of Options in each case in an amount equal to such holder’s Percentage Allocation of such balance (less any indemnification under this clause (bapplicable withholding Taxes), upon written notice from the Representative in each case by wire transfer of immediately available funds to the Contributor or LVP REIT as to the existence of a deficiency toward the payment of any such indemnification amount, an account designated by each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)recipient. (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow AgreementAncillary Agreements. (d) Parent REITSubject to Section 10.2, Parent OP and Parent Sub Buyer shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow AgreementAncillary Agreements, all of which actions or omissions shall be legally binding upon the ContributorsHolders. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, Holder and (ii) shall survive the consummation of the Closingtransactions contemplated by this Agreement. (f) Upon the written request of any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.

Authorization of Representative. (a) Each Contributor Xxxxx X. Xxxxxx, Xx. is hereby appointed, authorized and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the a representative (the “Representative”), for the benefit of the Contributors holders of Capital Stock and LVP REITOptions (collectively, and the “Securities”), as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITholder of Securities (collectively, the “Securityholders”), in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account. (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Securityholders (including the Representative, in its capacity as a Securityholder) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 10VIII hereof), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or or this Agreement for and on behalf of the Contributors and LVP REITSecurityholders, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REITParent, Parent OP and/or Parent SubNewco or Surviving Corporation, defending any Third Party Claims or Claims by the Parent Purchaser Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub Surviving Corporation and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Corporation or any other Personperson, or by any federal, state or local Governmental Entity Authority against the Representative and/or or any of the Contributors or LVP REIT Securityholders or the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT Securityholders in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Escrow Agreement Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (viv) to refrain from enforcing any right of the Securityholders or any Contributors, LVP REIT and/or of them or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT the Securityholders unless such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (viv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other a fee of $150 per hour as compensation for the performance of its services hereunderhereunder and shall be entitled to the payment of all its expenses incurred as the Representative. In connection with the foregoing, at the Closing, the Surviving Corporation shall transfer $200,000 (the “Expense Funds”) to the Representative to be used by the Representative to pay the Representative’s fees and any expenses incurred by the Representative in its capacity as Representative. Once the Representative determines, in its sole discretion, that the Representative will not earn any additional fees or incur any additional expenses in its capacity as Representative, then the Representative will distribute the remaining unused Expense Funds, if any, to each holder of the Capital Stock (other than (i) shares held in the Company’s treasury or by the Subsidiary and (ii) Dissenting Shares) as of immediately prior to the Closing and to each holder of Options as of the Effective Time in an amount equal to such holder’s pro rata share (based upon such holder’s share of the number of shares of Common Stock outstanding as of immediately prior to the Closing (on a fully-diluted basis)) of such distribution, net of applicable withholding taxes, if any. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT Securityholders by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct misconduct, and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconductSecurityholders. Each Contributor and LVP REIT Securityholder shall indemnify, pro rata based upon such ContributorSecurityholder’s Applicable Percentage Interest share (or in excluding all Dissenting Shares) of the case number of LVP REITshares of Common Stock outstanding as of immediately prior to the Closing (on a fully-diluted basis, including all Options outstanding as of the combined Applicable Percentage Interest of LVP OP and Pro-DFJVEffective Time but excluding all Dissenting Shares), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representativeotherwise. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Representative to the Contributor or LVP REIT Securityholders as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT Securityholder shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiencydeficiency based upon such holder’s share (excluding all Dissenting Shares) of the number of shares of Common Stock outstanding as of immediately prior to the Closing (on a fully-diluted basis, in accordance with such Contributor’s Applicable Percentage Interest (or in including all Options outstanding as of the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJVEffective Time but excluding all Dissenting Shares). (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing and/or Effective Time or any termination of this Agreement and/or or the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub Surviving Corporation shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsSecurityholders. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, Securityholder; and (ii) shall survive the consummation of the ClosingMerger. (f) Upon the written request of any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.

Authorization of Representative. (a) Each Contributor MHC is hereby appointed, authorized and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the a representative (the “"Representative”"), for the benefit of the Contributors holders of Units, in connection with and LVP REITto facilitate the consummation of the transactions contemplated hereby, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor partner of MLP with respect to any and LVP REIT, all Claims relating to any partner of MLP and any and all Claims by the Parent Indemnified Parties arising under this Agreement and in connection with and to facilitate the consummation performance of the Contemplated Transactionsvarious actions required or permitted to be performed on behalf of the holders of Units under the Escrow Agreement and ACN LLC Documents, including, without limitation, pursuant to for the purposes and with the powers and authority hereinafter set forth in this Section 11.1 and in the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement and ACN LLC Documents (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and ACN LLC Documents and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative from holders of Units pursuant to the terms of this Agreement, the Escrow Account as described herein Agreement and ACN LLC Documents, including, without limitation, the Payment Fund, the Escrow Deposit, the Escrow Funds and any portion of or otherwise payable earnings accrued on the Escrow Funds which are distributable to holders of Units, subject to the Representative pursuant to this Escrow Agreement, and, subject to any applicable withholding and retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver to disburse and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, same to each of the Contributors, subject to Section 10.7(e), in accordance with and holders of Units to the extent of, and in accordance with, the respective interests of each such Contributor’s respective contributions to the Escrow Account.holders of Units in the Merger Consideration (the "Percentage Interests"); (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT holders of Units (including the Representative, in its capacity as a partner) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement and the Escrow AgreementACN LLC Documents, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 10X hereof), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or Agreement, this Agreement and the ACN LLC Documents for and on behalf of the Contributors and LVP REITholders of Units, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) Claims against Parent REIT, Parent OP and/or Parent SubParent, defending any Third Party Claims or all Claims by the Parent IndemniteesIndemnified Parties, consenting to, compromising or settling any all such Claims, conducting negotiations with Parent REIT, Parent OP, Parent Sub and their respective its representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Entity or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or holders of Units and/or the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT holders of Units in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Escrow Agreement or the ACN LLC Documents; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (v) to refrain from enforcing any right of the holders of Units or any Contributors, LVP REIT of them and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part -------- ------- of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT the holders of Units unless such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vi) to make, execute, acknowledge and deliver all such other agreementsagreement, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment of all its expenses incurred as the Representative. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT holders of Units by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct misconduct, and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result holders of the Representative’s willful misconductUnits. Each Contributor and LVP REIT partner of MLP shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or each partner's percentage interest in the case of LVP REIT, the combined Applicable Merger Consideration ("Percentage Interest of LVP OP and Pro-DFJVInterest"), the Representative against all losses, ------------------- damages, liabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’', accountants’ ' and other experts’ ' fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as otherwise. The foregoing indemnification shall not be deemed exclusive of any other right to which the RepresentativeRepresentative may be entitled apart from the provisions hereof. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its gross negligence or willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Representative to the Contributor or LVP REIT holders of Units as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT partner of MLP shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable partner's Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Interest. (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Effective Date and/or any termination of this Agreement and/or the Escrow Agreement. (d) Notwithstanding anything herein to the contrary, each holder of Units acknowledges that none of Parent, Sub, nor MLP shall have any responsibility or obligation whatsoever to any holder of Units or to any other party with respect to or arising out of any actions taken or any inaction by the Representative and nothing contained herein shall limit or affect in any manner whatsoever the responsibilities or obligations of the Representative to, howsoever arising, or release the Representative from any liabilities with respect to, Parent, Sub, or MLP. (e) Parent REIT, Parent OP and Parent Sub shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the Contributorsholders of Units. (ef) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, partner of MLP; and (ii) shall survive the consummation delivery of an assignment by a partner of MLP of the Closingwhole or any fraction of his or her interest hereunder, including his or her Percentage Interest. (f) Upon the written request of any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.

Authorization of Representative. (a) Each Contributor BSR LLC, is hereby appointed, authorized and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the representative (the “a Representative”), for the benefit of the Contributors and LVP REITSellers, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITSellers, in connection with and to facilitate the consummation of the Contemplated Transactions, including, without limitation, pursuant to the Escrow Agreementtransactions contemplated hereby, which shall include the power and authority: (i) to execute take any and deliver all actions (including, without limitation, executing and delivering any documents, incurring any costs and expenses on behalf of the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consentedSellers) and to agree to such amendments make any and all determinations which may be required or modifications thereto as permitted in connection with the Representative, in its sole discretion, determines to be desirablepre and post-closing implementation of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby; (ii) give and receive notices and communications under this Agreement and the Ancillary Agreements; (iii) agree to the Consideration Allocation Spreadsheet, including any amendments related thereto, if any: (iv) to object or agree to the Closing Statement, including the settlement of any disputes related thereto, and authorize the release of amounts from the Working Capital Escrow Account pursuant to the terms of this Agreement and the Escrow Agreement; (v) enter into the Escrow Agreement and act pursuant thereto; (vi) to execute and deliver such waivers and consents in connection with this Agreement and Agreement, the Escrow Agreement Ancillary Agreements and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iiivii) to collect and receive all moneys and other proceeds and property payable to the Representative or the Sellers from Parent and/or the Escrow Account Surviving Corporation as described herein or otherwise payable to the Representative pursuant to this Agreementherein, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver disburse and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, same to each of the Contributors, subject to Section 10.7(e), in accordance with and Sellers to the extent of each such ContributorSeller’s respective contributions to the Escrow Account.Pro Rata Share; (ivviii) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Sellers (including the Representative, in its capacity as a Seller) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10)therein, and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITSellers, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REITParent, Parent OP Merger Sub and/or Parent Sub, defending any Third Party Claims or Claims by the Parent IndemniteesSurviving Corporation, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub the Surviving Corporation and their respective representatives regarding such Claims, and, in connection therewith, to to: (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Corporation or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow CashSellers, and receive process on behalf of any or all Contributors and LVP REIT Sellers in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; and (D) settle or compromise any claims asserted under the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (vix) to refrain from enforcing any right of any Contributors, LVP REIT Seller and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT Seller unless such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vix) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, Agreement and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled hereby accepts the foregoing appointment and agrees to any feeserve as Representative, commission or other compensation subject to the provisions hereof, for the performance period of time from and after the date hereof without compensation except for the reimbursement from the Sellers, in accordance with their respective Pro Rata Shares, of fees and expenses incurred by Representative in its services hereundercapacity as such. In connection with this AgreementParent will, on the Escrow Agreement and any instrumentClosing, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon pay the Representative hereunder (i) Expense Amount to the Representative and the Parent Indemnitees shall incur no responsibility whatsoever by wire transfer of immediately available funds to any Contributor or LVP REIT by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document an account designated by the Representative, excepting only (in as a fund for the case of the Representative only) responsibility for any act or failure to act fees and expenses incurred by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconduct. Each Contributor and LVP REIT shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as such in connection with this Agreement (the Representative. The foregoing indemnification shall not apply in the event of “Representative Expense Account”) with any action or proceeding which finally adjudicates the liability balance of the Representative hereunder Expense Account not used for its willful misconduct. In the event of any indemnification under this clause such purposes (b), upon written notice from as determined by the Representative in good faith) to be paid in part to the Contributor or LVP REIT as Paying Agent to be paid to the existence Sellers that held shares of Common Stock or a deficiency toward beneficial interest in the Company Warrant in accordance with their respective Pro Rata Shares and in part to the Surviving Corporation, for further payment to the holders of any such indemnification amount, each Contributor Vested Company Options in accordance with their Pro Rata Shares (and LVP REIT the Surviving Corporation shall promptly deliver (and in any event within three (3) Business Days) pay such amounts through payroll to the Sellers that held Vested Company Options). The Sellers shall not receive interest or other earnings on the Representative Expense Amount and, by virtue of the adoption of this Agreement and, if applicable, as set forth in the Letters of Transmittal or Option Letters, irrevocably transfer and assign to the Representative full payment of its, his or her ratable share of the amount of such deficiency, any ownership right that they may have in accordance with such Contributor’s Applicable Percentage Interest (or any interest that may accrue on funds held in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Representative Expense Account. (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub the Surviving Corporation shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon all of the ContributorsSellers. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REITSeller, and (ii) shall survive the consummation of the ClosingMerger. (f) Upon the written request of any Contributor or LVP REIT, The Sellers shall indemnify and hold harmless the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the against any liabilities resulting from its role as Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.

Authorization of Representative. (a) Each Contributor Fortis Advisors LLC, is hereby, effective from and LVP REITafter the Closing, by its execution of this Agreementappointed, hereby appoints, authorizes authorized and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the representative (the “Representative”), for the benefit of the Contributors and LVP REITSellers, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITSeller, in connection with and to facilitate the consummation of the Contemplated Transactions, including, without limitation, pursuant to the Escrow Agreementtransactions contemplated hereby, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iiiii) to communicate with the Paying Agent, on behalf of the Sellers, who shall (A) collect and receive all moneys and other proceeds and property payable to the Representative Sellers from Parent and/or the Escrow Account Surviving Entity as described herein or otherwise payable to the Representative pursuant to this Agreementherein, and, and (B) subject to any applicable withholding retention lawsLaws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver disburse and pay (or cause to be disbursed and paid) the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, same to each of the Contributors, subject to Section 10.7(e), Seller in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account. (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Partnership Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REIT, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REIT, Parent OP and/or Parent Sub, defending any Third Party Claims or Claims by the Parent Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REIT, Parent OP, Parent Sub and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REIT, Parent OP, Parent Sub or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow Cash, and receive process on behalf of any or all Contributors and LVP REIT in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to any such claim, action, proceeding or investigation, (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, (D) settle or compromise any claims asserted under the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (v) to refrain from enforcing any right of any Contributors, LVP REIT and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT unless such waiver is in writing signed by the waiving Contributors, LVP REIT or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (viiii) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, instruments, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions, the Escrow Agreement, transactions contemplated by this Agreement and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith or therewith. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein and therewithin the Representative Engagement Agreement in connection with the transactions contemplated hereby. For the avoidance of doubt, the Representative shall have no obligation in any Ancillary Document, Schedule or Exhibit (excluding any obligation of the Representative under any Letter of Transmittal). (b) The Representative shall not be entitled hereby accepts, effective from and after the Closing, the foregoing appointment and agrees to any feeserve as Representative, commission or other compensation subject to the provisions hereof, for the performance period of its services hereunder. In connection with this Agreement, time from and after the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representative, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconduct. Each Contributor and LVP REIT shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b), upon written notice from the Representative to the Contributor or LVP REIT as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)date hereof. (c) The Representative may resign at any time in accordance with the terms of the Representative Engagement Agreement or be removed or replaced by the General Partner. All of the indemnitiesindemnities and immunities granted to the Representative under this Agreement shall survive the Closing Date, immunities and any termination of this Agreement and/or the resignation or removal of the Representative. All of the powers granted to the Representative under this Agreement shall survive the Closing and/or any termination of this Agreement and/or the Escrow AgreementDate. (d) Parent REIT, Parent OP and Parent Sub the Surviving Entity shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon Sellers and each Seller’s successors as if expressly confirmed and ratified in writing by such Seller. All defenses which may be available to any Seller to contest, negate or disaffirm the Contributorsaction of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement are hereby waived. The Representative shall be entitled to (i) rely upon the Waterfall Spreadsheet, (ii) rely upon any signature believed by it to be genuine and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Seller or other party. (e) The grant of authority provided for herein and the powers, immunities and rights to indemnification granted to the Representative Group (i) is are coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REITSeller and shall be binding on any successor thereto, and (ii) shall survive the consummation of the ClosingMerger. (f) Upon The General Partner has entered into an engagement agreement with the written request Representative (the “Representative Engagement Agreement”) to provide direction to the Representative in connection with its services under this Agreement and the Representative Engagement Agreement. The Sellers shall indemnify and hold harmless the Representative (and its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”)) against any liabilities, losses, claims, damages, fees, costs, expenses (including reasonable fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement (collectively, the “Representative Expenses”) resulting from its role as Representative, except to the extent arising from the Representative’s fraud, willful misconduct or gross negligence. The Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any Contributor of its powers, rights, duties or LVP REITprivileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall provide such Contributor not be required to take any action unless the Representative has been provided with funds, security or LVP REIT with an accounting of all monies received and distributed by the Representativeindemnities which, in its capacity determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions; provided, that amounts paid to the Representative pursuant to the Representative Engagement Agreement were determined by the Representative to be sufficient remuneration for acting as the RepresentativeRepresentative of the Sellers for the purposes contemplated by this Agreement. (g) The Representative shall not have, and by reason of this Agreement, the Representative Engagement Agreement, a Letter of Transmittal or otherwise, a fiduciary relationship in respect of any Seller. The Representative Group shall provide such Contributor not be liable to any Seller for any action taken or LVP REIT omitted to be taken by it or any agent employed by it under this Agreement, the Representative Engagement Agreement, a Letter of Transmittal or under any other Ancillary Document, except that the Representative shall not be relieved of any liability imposed by law for its own fraud, willful misconduct or gross negligence. The Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, a Letter of Transmittal or any other Ancillary Document. The Representative shall not be responsible to the Sellers for the value, validity, effectiveness, enforceability or sufficiency of this Agreement or any other Ancillary Documents nor shall the Representative be under any obligation to any Seller to ensure the observance or performance by Parent or Merger Sub of their obligations under this Agreement. Neither the Representative Group nor any agent employed by it shall incur any liability to any Seller by virtue of the failure or refusal of the Representative for any reason to consummate the transactions contemplated by this Agreement or relating to the performance of its other duties in connection with such other reasonable information regarding the Representative’s actionstransactions contemplated by this Agreement, in its capacity as the Representativeexcept for actions or omissions constituting fraud, as such Contributor willful misconduct or LVP REIT may reasonably requestgross negligence.

Authorization of Representative. (a) Each Contributor CSC (and LVP REITany successor of CSC or any assign of CSC) is hereby appointed, by its execution of this Agreement, hereby appoints, authorizes authorized and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the a representative (the “Representative”), for the benefit of the Contributors Former Holders and LVP REITthe holders of Transaction Incentive Awards, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor Former Holder and LVP REITeach holder of an Transaction Incentive Award, in connection with and to facilitate the consummation of the Contemplated Transactions, including, without limitation, pursuant to the Escrow Agreementtransactions contemplated hereby, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such amendments, waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect determine, negotiate and receive all moneys and other proceeds and property payable to agree upon the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account.Net Working Capital Adjustment; (iv) as the Representative, to enforce and protect the rights and interests of the Contributors Former Holders and LVP REIT the holders of Transaction Incentive Awards and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, Agreement and each other agreement, document, instrument or certificate referred to herein or therein Merger Document or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 10VII hereof), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors Former Holders and LVP REITthe holders of Transaction Incentive Awards, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation Action (a “Claim”) against Parent REIT, Parent OP and/or Parent SubSurviving Corporation, defending any Third Party Claims or Claims by the Parent Buyer Indemnitees, consenting to, compromising or settling any such Third Party Claims or Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub Surviving Corporation and their respective representatives regarding such Third Party Claims or Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, Action; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation Action initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Corporation or any other Person, or by any federal, state or local Governmental Entity Authority against the Representative and/or any of the Contributors or LVP REIT Former Holders or the holders of Transaction Incentive Awards and/or the Adjustment Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors of the Former Holders and LVP REIT the holders of Transaction Incentive Awards in any such claim, action, proceeding or investigation Action and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, Action; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under this Agreement or the Escrow Agreement Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (v) to refrain from enforcing any right of the Former Holders and the holders of Transaction Incentive Awards or any Contributors, LVP REIT of them and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT unless such waiver is in writing signed by the waiving Contributors, LVP REIT or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative)Merger Documents; and (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewithMerger Documents. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment of all its costs and expenses incurred as the Representative. In connection with the foregoing, the Representative shall be entitled to cover or recover the costs and expenses incurred by the Representative in its capacity as the Representative from the Expense Reserve. In addition, to the extent that the Expense Reserve is at any time insufficient (as determined by the Representative in its sole discretion) to cover all of the costs and expenses incurred by the Representative in its capacity as the Representative, then the Representative may, at its option, (i) retain such amount of the proceeds received by the Former Holders and the holders of Transaction Incentive Awards after the Closing Date under any term or provision of this Agreement (such amount together with the Expense Reserve, the “Expense Funds”) or (ii) seek reimbursement of such costs and expenses directly from the Former Holders. Once the Representative determines, in its sole discretion, that the Representative will not incur any additional expenses in its capacity as the Representative, then the Representative will distribute the remaining unused Expense Funds (if any) to the Former Holders of Series A Preferred Stock and, for further distribution to the holders of Transaction Incentive Awards, the Surviving Corporation, in accordance with their respective Distribution Percentages. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or theretoother Merger Documents, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor Former Holders or LVP REIT any holders of Transaction Incentive Awards by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the RepresentativeMerger Documents, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct misconduct, and (ii) the Representative shall be entitled to rely in good faith on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor Former Holders or LVP REIT, except where such reliance is in bad faith or is a result any holders of the Representative’s willful misconductTransaction Incentive Awards. Each Contributor Former Holder and LVP REIT holder of Transaction Incentive Awards shall indemnify, pro rata based upon such Contributorholder’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Distribution Percentage, the Representative against all losses, damages, liabilitiesLiabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding Action or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as otherwise; provided, however, that the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its bad faith or willful misconduct. Any amount payable to the Representative pursuant to this Section 8.1 shall (A) first be paid from the Expense Funds and (B) thereafter paid to the Representative by the Former Holders and the holders of Transaction Incentive Awards in accordance with their respective Distribution Percentages. In the event of any indemnification under this clause (b)latter case, upon written notice from the Representative to the Contributor or LVP REIT Former Holders and the holders of Transaction Incentive Awards as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor Former Holder and LVP REIT holder of Transaction Incentive Awards shall promptly deliver to the Representative full payment of itshis, his her or her its ratable share of the amount of such deficiencydeficiency based upon such holder’s Distribution Percentage; provided, in accordance with that no such Contributor’s Applicable Percentage Interest (holder shall be liable for any claim of indemnification by the Representative pursuant to this Section 8.1(b) which is, individually or in the case aggregate, in excess of LVP REIT, such holder’s pro rata portion of the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Merger Consideration to which such holder or participant is entitled pursuant to this Agreement. (c) All Parent, Newco, the Surviving Corporation may conclusively and absolutely rely, without inquiry, upon any consent, approval or action of the Representative as the consent, approval or action, as the case may be, of each Former Holder and each holder of Transaction Incentive Awards individually and all of the Former Holders and holders of Transaction Incentive Awards as a group in all matters referred to in this Section 8.1 (d) Notwithstanding the provisions of Section 8.1, all of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Effective Time and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the Contributors. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor Former Holder or LVP REIT, holder of a Transaction Incentive Award; and (ii) shall survive the consummation of the ClosingMerger. (f) Upon the written request of any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.

Authorization of Representative. (a) Each Contributor LRI Acquisition, LLC is hereby appointed, authorized and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the representative (the “a Representative”), for the benefit of the Contributors and LVP REITSellers, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITSellers, in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to use the Representative Expense Amount to satisfy costs, expenses and/or liabilities of the Representative in connection with matters related to this Agreement and/or the Ancillary Documents, with any balance of the Representative Expense Amount not used for such purposes to be disbursed and paid to each of Sellers to the extent of such Seller’s Percentage Interests at such time as the Representative determines in its sole discretion that no such costs, expenses and/or liabilities shall become due and payable; (iv) to collect and receive all moneys and other proceeds and property payable to the Representative from the Surviving Entity and/or the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreementherein, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the RepresentativeRepresentative (including any Seller Expenses paid by the Representative in excess of the Representative Expense Amount), the Representative shall disburse, deliver disburse and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, same to each of the Contributors, subject to Section 10.7(e), in accordance with and Sellers to the extent of each such ContributorSeller’s respective contributions to the Escrow AccountPercentage Interests. (ivv) as the Representative, to enforce and protect the rights and interests of Sellers (including the Contributors and LVP REIT Representative, in its capacity as a Seller) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, including in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 108 hereof), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITSellers, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REITParent, Parent OP Merger Sub and/or Parent Subthe Surviving Entity, defending any Third Party Claims or Claims by the Parent Purchaser Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub the Surviving Entity and their respective representatives regarding such Claims, and, in connection therewith, to to: (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Entity or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or Sellers, the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT Sellers in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Escrow Agreement Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (vvi) to refrain from enforcing any right of any Contributors, LVP REIT Seller and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT Seller unless such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vivii) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representative, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconduct. Each Contributor and LVP REIT shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b), upon written notice from the Representative to the Contributor or LVP REIT as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV). (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow Agreement. (dc) Parent REIT, Parent OP and Parent Sub the Surviving Entity shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsSellers. (ed) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REITSeller, and (ii) shall survive the consummation of the Closing. (f) Upon the written request of any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.Merger. \

Authorization of Representative. (a) Each Contributor and LVP REIT, by its execution By virtue of adoption of this AgreementAgreement by the Company Stockholders and without further action by any Company Stockholder, the Representative is hereby appointsirrevocably appointed, authorizes authorized and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the a representative (the “Representative”), for the benefit of the Contributors and LVP REITCompany Equityholders, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITCompany Equityholder, in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Indemnity Escrow Account and the PPA Escrow Account as described herein or otherwise payable to the Representative pursuant to this AgreementAgreement (including the Expense Fund Excess Amount), and, subject to any applicable withholding retention lawsLaws, and net of any out-of-pocket expenses incurred by the Representative (including, without limitation, any Company Expenses paid by the Representative), the Representative shall disburse, deliver disburse and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and Company Equityholders to the extent of each such Contributorrespective Company Equityholder’s respective contributions to the Escrow Account.Percentage Interest; (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Company Equityholders and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 109), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITCompany Equityholders, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REITParent, Parent OP Merger Sub and/or Parent Subthe Surviving Entity, defending any Third Party Claims or Claims by the Parent Purchaser Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub the Surviving Entity and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Entity or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT Company Equityholders or the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT Company Equityholders in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to any such claim, action, proceeding or investigation, (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, (D) settle or compromise any claims asserted under the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (v) to refrain from enforcing any right of any Contributors, LVP REIT Company Equityholder and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, provided that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT Company Equityholder unless such waiver is in writing signed by the waiving Contributors, LVP REIT Party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment of all its third party and reasonable internal expenses incurred as the Representative pursuant to Section 10.1(d). In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT Company Equityholder by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act which represents willful misconduct or breach of the Escrow Agreement by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REITCompany Equityholder, except where such reliance is in bad faith or is a result of the Representative’s willful misconduct. Each Contributor and LVP REIT Company Equityholder shall indemnify, pro rata based upon such ContributorCompany Equityholder’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Interest, the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Representative to the Contributor or LVP REIT Company Equityholder as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT Company Equityholder shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such ContributorCompany Equityholder’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Interest. (c) At any time from the Closing Date until payment of any remaining amounts in the Representative Expense Fund in accordance with Section 9.7(b), upon written notice to the Escrow Agent from the Representative of documented costs and expenses (including all fees and disbursements of counsel, financial advisors and accountants) incurred by the Representative in connection with the performance of its rights or obligations under this Agreement and the Escrow Agreement and the taking of any and all actions in connection therewith, the Escrow Agent shall pay to the Representative the amount of such costs and expenses from the Representative Expense Fund. In connection with the performance of its rights and obligations under this Agreement and the Escrow Agreement and the taking of any and all actions in connection therewith, the Representative shall not be required to expend any of the amounts held in the Representative Expense Fund (though, for the avoidance of doubt, it may do so at any time and from time to time in its sole discretion) and in no event shall the Representative be required to incur any costs or expenses or expend any amount in excess of amounts held in the Representative Expense Fund. (d) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow Agreement. (de) Parent REIT, Parent OP and Parent Sub the Surviving Entity shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsCompany Equityholders. (ef) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, Company Equityholder and (ii) shall survive the consummation of the ClosingMerger. (f) Upon the written request of any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.

Authorization of Representative. (a) Each Contributor Stockholder Representatives are hereby appointed, authorized and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the representative (the “Representative”)representatives, for the benefit of the Contributors and LVP REITCompany Preferred Securityholders, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITholder of Preferred Stock, in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the RepresentativeStockholder Representatives, in its their sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the RepresentativeStockholder Representatives, in its their sole discretion, determines determine to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the RepresentativeStockholder Representatives, in its their sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account. (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT holders of Preferred Stock (including Stockholder Representatives, in their capacity as stockholders in the Company) and to enforce and protect the rights and interests of the Representative Stockholder Representatives arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 10VIII hereof), and to take any and all actions which the Representative believes Stockholder Representatives believe are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITholders of Preferred Stock, including, without 66 limitation, asserting or pursuing any claim, action, proceeding or investigation (a “"Claim”") against Parent REITParent, Parent OP Newco and/or Parent SubSurviving Corporation, defending any Third Party Claims or Claims by the Parent Purchaser Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub Surviving Corporation and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Corporation or any other Personperson, or by any federal, state or local Governmental Entity Authority against the Representative Stockholder Representatives and/or any of the Contributors or LVP REIT or holders of Preferred Stock and/or the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT holders of Preferred Stock in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative Stockholder Representatives shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative Stockholder Representatives may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Escrow Agreement Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative Stockholder Representatives shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (viv) to refrain from enforcing any right of the holders of Preferred Stock or any Contributors, LVP REIT of them and/or the Representative Stockholder Representatives arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the RepresentativeStockholder Representatives, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative Stockholder Representatives or by such Contributors or LVP REIT the holders of Preferred Stock unless such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative)Stockholder Representatives; and (viv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the RepresentativeStockholder Representatives, in its their sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative Stockholder Representatives shall not be entitled to any fee, commission or other compensation for the performance of its their services hereunderunder this Article IX, but shall be entitled to the payment of all their expenses incurred as representatives. In connection with the foregoing, at the Closing, the Surviving Corporation shall transfer $350,000 (the "Expense Funds") to Stockholder Representatives, to be used by Stockholder Representatives to pay expenses incurred by Stockholder Representatives in their capacity as representatives (and shall use such amounts to pay any of the fees and expenses they incur in connection with disputes related to Article VIII and adjustments pursuant to Section 2.7(b) and (c)). Once Stockholder Representatives determine, in their sole discretion, that they will not incur any additional expenses in their capacity as representatives, then they will appropriately distribute the remaining unused Expense Funds, if any, to the Company Preferred Securityholders. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative Stockholder Representatives hereunder (i) the Representative and the Parent Indemnitees Stockholder Representatives shall incur no responsibility whatsoever to any Contributor or LVP REIT holders of Preferred Stock by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct misconduct, and (ii) the Representative Stockholder Representatives shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative Stockholder Representatives pursuant to such advice shall in no event subject the Representative Stockholder Representatives to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result holders of the Representative’s willful misconductPreferred Stock. Each Contributor and LVP REIT holder of Preferred Stock shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in indemnify the case Stockholder Representatives for a Pro Rata Portion of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’', accountants’ ' and other experts’ ' fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative Stockholder Representatives hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representativeotherwise. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative Stockholder Representatives hereunder for its willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Representative Stockholder Representatives to the Contributor or LVP REIT holders of Preferred Stock as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT holder of Preferred Stock shall promptly deliver to the Representative Stockholder Representatives full payment of its, his or her ratable share their Pro Rata Portion of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV). (c) All of the indemnities, immunities and powers granted to the Representative Stockholder Representatives under this Agreement shall survive the Closing Effective Date and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub Surviving Corporation shall have the right to rely upon all actions taken or omitted to be taken by the Representative Stockholder Representatives pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the Contributorsholders of Preferred Stock. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, holder of Preferred Stock; and (ii) shall survive the consummation of the ClosingMerger. (f) Upon the written request of any Contributor Should a Stockholder Representative resign or LVP REITbe unable to serve, the Stockholder Representative shall provide appoint a single substitute agent to take on the responsibility of such Contributor representative hereunder, whose appointment shall be effective on the date of Stockholder Representative's designee's resignation or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably requestincapacity.

Authorization of Representative. (a) Each Contributor MidOcean Partners III, L.P. (or any of its Affiliates as designated by MidOcean Partners III, L.P.) is hereby appointed, authorized and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the representative (the “Representative”), Representative for the benefit of the Contributors and LVP REITCompany Stockholders, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITof the Company Stockholders, in connection with and to facilitate the consummation of the Contemplated Transactions, including, without limitation, pursuant to the Escrow Agreement, which shall include the power power, authority and authoritydiscretion: (i) to enter into amendments to this Agreement and to execute and deliver the Escrow Agreement any Ancillary Documents (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable, in each case, whether before or after the Closing; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement any Ancillary Documents and the consummation of the Contemplated Transactions and the Ancillary Documents as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to use the Representative from the Escrow Account as described herein or otherwise payable Expense Amount to satisfy costs, expenses and/or liabilities of the Representative pursuant in connection with matters related to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by Agreement and/or the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account.Ancillary Documents; (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Company Stockholders (including the Representative, in its capacity as a Company Stockholder) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions Transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10)therein, and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITCompany Stockholders, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REIT, Parent OP and/or Parent Sub, defending any Third Party Claims or Claims by the Parent IndemniteesParent, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REIT, Parent OP, Parent Sub and their respective its representatives regarding such Claims, and, in connection therewith, to to: (A) assert any claim or institute any action, proceeding or investigation, Action; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation Action initiated by Parent REIT, Parent OP, Parent Sub or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow Cashagainst all Company Stockholders, and receive process on behalf of any or all Contributors and LVP REIT Company Stockholders in any such claim, action, proceeding or investigation Action and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, Action; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; and (D) settle or compromise any claims asserted under the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigationAction, it being understood that the Representative shall not (i) have any obligation to take any such actions, and shall not have any liability for any failure to take any such actionsactions and (ii) shall not have the authority to investigate, defend, contest or litigate any Action (or compromise or settlement thereof) made against one or more Company Stockholders that is not made against all such Persons; (v) to refrain from enforcing any right of any Contributors, LVP REIT the Company Stockholders and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT Company Stockholder unless such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and; (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith; and (vii) to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and (in the absence of bad faith on the part of the Representative) to conclusively rely on the opinions and advice of such Persons. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment of all its expenses incurred as the Representative (provided that Company Stockholders shall be entitled to review a written statement thereof, together with supporting documentation, upon any reasonable request therefor). In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT Company Stockholder by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith gross negligence or willful misconduct misconduct, and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result Company Stockholders. Each of the Representative’s willful misconduct. Each Contributor Company Stockholders and LVP REIT Optionholders shall indemnify, pro rata based upon such ContributorPerson’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Pro Rata Share, the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding Action or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement hereunder or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding Action which finally adjudicates the liability of the Representative hereunder for its gross negligence or willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Representative to the Contributor or LVP REIT Company Stockholders and Optionholders as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor of the Company Stockholders and LVP REIT Optionholders shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such ContributorPerson’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Pro Rata Share. (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsCompany Stockholders. Parent is entitled to deal exclusively with the Representative on all matters relating to the Agreement and the Escrow Agreement. Any action taken or not taken or decisions, communications or writings made, given or executed by the Representative, for or on behalf of any Company Stockholder, shall be deemed an action taken or not taken or decisions, communications or writings made, given or executed by such Company Stockholder. Any notice or communication delivered by Parent to the Representative shall be deemed to have been delivered to all Company Stockholders. (e) Notwithstanding anything to the contrary set forth herein, Parent shall not be liable for any Loss to any Company Stockholder, for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Representative, including any failure of the Representative to distribute, or to distribute or subdivide in the correct amounts, any payments made to the Representative by Parent for distribution to any Company Stockholder, among the Company Stockholders or any other Person; it being understood that once Parent has made such a payment to the Representative for distribution to any Company Stockholder, among the Company Stockholders or to such other Person, such payment shall constitute a complete discharge of the relevant payment obligation of Parent. (f) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REITCompany Stockholder, and (ii) shall survive the consummation of the ClosingTransactions. (fg) The Representative shall collect and receive all moneys and other proceeds and property payable to Company Stockholders as described in this Agreement, and, subject to any applicable withholding retention Laws, and net of any out-of-pocket expenses incurred by the Representative (including any Company Stockholder Expenses paid by the Representative in excess of the Representative Expense Amount), the Representative shall promptly disburse to the holders of Company Equity Securities to the extent of each such Person’s Pro Rata Share at such time as the Representative determines in its reasonable discretion; provided, that to the extent any portion of the Representative Expense Amount is not used on or prior to the second anniversary of the Closing Date, the Representative shall deliver any remaining portion of the Representative Expense Amount to the Company Stockholders and Optionholders, except that amounts paid to Optionholders may be made net of any applicable withholding taxes. (h) Upon the written request of any Contributor or LVP REITCompany Stockholder, the Representative shall provide such Contributor or LVP REIT Person with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT Person with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT Person may reasonably request. (i) In the event that the Representative becomes unable to perform the Representative’s responsibilities or resigns from such position, the Company Stockholders holding, prior to the Closing, a majority of the outstanding capital stock of the Company shall promptly select another representative to fill such vacancy, who shall be reasonably acceptable to Parent, and such substituted representative shall (i) be deemed to be the Representative for all purposes of this Agreement and (ii) exercise the rights and powers of, and be entitled to the indemnity, reimbursement and other benefits of, the Representative. Such appointment shall be effective upon delivery of at least two (2) Business Days prior written notice to Parent and, thereafter, the replacement Representative shall be deemed to be the Representative for all purposes of this Agreement. Any obligation of Parent to take any action in respect of the Representative shall be suspended during any period that the position of Representative is vacant.

Authorization of Representative. (a) Each Contributor Xxxxx Xxxxxxxxx is hereby appointed, authorized and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the representative (the “Representative”), Sellers’ Representative for the benefit of the Contributors and LVP REITSellers, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITSeller, in connection with and to facilitate the consummation of the Contemplated Transactions, including, without limitation, pursuant to the Escrow transactions contemplated by this Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated by this Agreement, and amendments hereto, as the Representative, in its sole discretion, it may deem necessary or desirable; (iiiii) to collect and receive direct the payment of all moneys and other proceeds and property payable to the Representative Sellers from the Escrow Account Buyer as described herein or otherwise payable to the Representative pursuant to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account.herein; (iviii) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Sellers and to enforce and protect the rights and interests of the Sellers’ Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10)therein, and to take any and all actions which that the Sellers’ Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REIT, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REIT, Parent OP and/or Parent Sub, defending any Third Party Claims or Claims by the Parent Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REIT, Parent OP, Parent Sub and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REIT, Parent OP, Parent Sub or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow Cash, and receive process on behalf of any or all Contributors and LVP REIT in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to any such claim, action, proceeding or investigation, (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, (D) settle or compromise any claims asserted under the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigationSellers, it being understood that the Sellers’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (viv) to refrain from enforcing any right of any Contributors, LVP REIT Seller and/or the Sellers’ Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, document, instrument or document certificate in connection with the foregoing; provided, however, that no such failure to act on the part of the Sellers’ Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Sellers’ Representative or by such Contributors or LVP REIT any Seller unless such waiver is in writing signed by the waiving Contributors, LVP REIT or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Sellers’ Representative); and (viv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, Sellers’ Representative may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions, the Escrow Agreement, transactions contemplated by this Agreement and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewithherewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representative, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconduct. Each Contributor and LVP REIT shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b), upon written notice from the Representative to the Contributor or LVP REIT as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV). (c) All of the indemnities, immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow Agreement, as applicable. (dc) Parent REIT, Parent OP and Parent Sub Buyer shall have the right to rely upon all actions taken or omitted to be taken by the Sellers’ Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsSellers. (ed) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REITSeller other than Dutch Coop, and (ii) shall survive the consummation of the ClosingTransactions. (fe) Upon The Sellers, severally and not jointly, shall indemnify and hold harmless the written request of Sellers’ Representative against any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the liabilities resulting from its role as Sellers’ Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.

Authorization of Representative. (a) Each Contributor and LVP REITAMCP Staffing Holdings GP, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, to act as the representative (the “Representative”), LLC for the benefit of the Contributors and LVP REITSellers, and as is the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITthe Sellers, in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement Transaction Documents and any other documents, certificates or instruments delivered in connection herewith or therewith (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and Agreement, the Escrow Agreement Transaction Documents and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to use the Representative Expense Amount to satisfy costs, expenses and/or liabilities of the Representative in connection with matters related to this Agreement and any Transaction Document, with any balance of the Representative Expense Amount not used for such purposes to be disbursed and paid to each of the Sellers in accordance with the Allocation Schedule at such time as the Representative determines in its sole discretion (subject to Section 6.12(g)) that no such costs, expenses and/or liabilities shall become due and payable; (iv) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account Sellers as described herein or otherwise payable to the Representative pursuant to this Agreementherein, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver disburse and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, same to each of the Contributors, subject to Section 10.7(e), Sellers in accordance with and to the extent of each Allocation Schedule at such Contributor’s respective contributions to time as the Escrow Account.Representative determines in its reasonable discretion; (ivv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Sellers and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow AgreementTransaction Documents, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10)therein, and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement or any Transaction Document for and on behalf of the Contributors and LVP REITSellers, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REITParent, Parent OP Merger Sub and/or Parent Subthe Surviving Entity, defending any Third Party Claims third party claims or Claims by the Parent IndemniteesParent, Merger Sub or their respective Affiliates, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub the Surviving Entity and their respective representatives regarding such Claims, and, in connection therewith, to to: (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Entity or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow CashSeller, and receive process on behalf of any or all Contributors and LVP REIT Sellers in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Escrow Agreement Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (vvi) to refrain from enforcing any right of any Contributors, LVP REIT Seller and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT Seller unless such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vivii) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment of all its expenses incurred as the Representative. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith gross negligence or willful misconduct misconduct, and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconductSeller. Each Contributor and LVP REIT Seller shall indemnify, pro rata based upon such ContributorSeller’s Applicable Percentage Interest (or portion of the Estimated Purchase Price paid in accordance with the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Allocation Schedule, the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its gross negligence or willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Representative to the Contributor or LVP REIT Sellers as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT Seller shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such ContributorSeller’s Applicable Percentage Interest (or portion of the Estimated Purchase Price paid in accordance with the case of LVP REITAllocation Schedule; provided, that the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Representative may offset any such indemnification obligations against any Deferred Payments owed to each such Seller. (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub the Surviving Entity shall have the right to conclusively rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsSellers. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REITSeller, and (ii) shall survive the consummation of the ClosingMerger. (f) Upon In the written request of any Contributor or LVP REIT, event that the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding becomes unable to perform the Representative’s actionsresponsibilities or resigns from such position, in its capacity as the Sellers (or their successors or assigns) which held, immediately prior to the Closing, a majority of the Holdings Units shall select another representative to fill such vacancy and such substituted representative shall (i) be deemed to be the Representative for all purposes of this Agreement and (ii) exercise the rights and powers of, and be entitled to the indemnity, reimbursement and other benefits of, the Representative, as such Contributor or LVP REIT may reasonably request.

Authorization of Representative. (a) Each Contributor The Stockholders hereby appoint the Representative as attorney in fact, authorized and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the representative (the “Representative”)act, for the benefit of the Contributors and LVP REIT, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITthe Stockholders, in connection with this Agreement as it relates to Stockholders generally, and to facilitate such other matters as are reasonably necessary for the consummation of the Contemplated TransactionsTransaction, including, without limitation, pursuant to the Escrow Agreement, which shall include the power and authority: including (i) to execute administer and deliver resolve any disputes or compromise on their behalf such disputes with Purchaser (including those related to Taxes, the Escrow Agreement (with such modifications or changes therein as to which the RepresentativeClosing Date Working Capital, in its sole discretion, shall have consentedand any claims for indemnity) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents on behalf of the Stockholders any documents or agreements contemplated by or necessary or desirable in connection with this Agreement and Agreement. Without limiting the Escrow Agreement and the consummation generality of the Contemplated Transactions as preceding sentence, the RepresentativeStockholders acknowledge and agree that whenever (A) a consent of the Stockholders is required or permitted under this Agreement, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to only the consent of the Representative from shall be required to be obtained to make such consent effective as to all of the Escrow Account as described herein Stockholders, (B) a selection, designation or otherwise payable other decision is to be made by the Representative Stockholders pursuant to this Agreement, andthe selection, subject to any applicable withholding retention laws, and net designation or decision of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver be final and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with binding on all Stockholders and to the extent of each such Contributor’s respective contributions to the Escrow Account. (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REIT, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REIT, Parent OP and/or Parent Sub, defending any Third Party Claims or Claims by the Parent Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REIT, Parent OP, Parent Sub and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REIT, Parent OP, Parent Sub or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow Cash, and receive process on behalf of any or all Contributors and LVP REIT in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to any such claim, action, proceeding or investigation, (C) file any proofs of debt, claims and petitions as document or other item is required to be delivered to the Representative may deem advisable or necessary, (D) settle or compromise any claims asserted under the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (v) to refrain from enforcing any right of any Contributors, LVP REIT and/or the Representative arising out of or under or in any manner relating Stockholders pursuant to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, delivery shall be deemed a waiver effective if sent to the Representative. The power of any such right or interest by attorney contemplated hereby shall terminate only when the duties of the Representative have been fully performed or by such Contributors upon resignation or LVP REIT unless such waiver is in writing signed by the waiving Contributors, LVP REIT or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions, the Escrow Agreementremoval as provided below, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewithshall be deemed coupled with an interest. (b) The Representative shall not may resign as the Representative by giving no less than ten (10) days prior written notice to the parties hereto. The Representative may be entitled removed with or without cause at any time and from time to any feetime by the affirmative vote of Stockholders who hold a majority of the voting power of the Company Capital Stock at the Closing. If the Representative resigns as Representative, commission or other compensation for if the performance of its services hereunder. In connection with this AgreementRepresentative is removed, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any successor Representative (“Successor Representative”) shall be chosen by the affirmative vote of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representative, excepting only (in the case Stockholders who hold a majority of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission voting power of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result Capital Stock of the Representative’s willful misconduct. Each Contributor and LVP REIT shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case Company as of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating immediately prior to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b), upon written notice from the Representative to the Contributor or LVP REIT as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Closing. (c) All Each Representative and Successor Representative shall act in the best interests of the indemnities, immunities and powers granted to the Stockholders as such Person shall in good faith determine. No Representative under this Agreement shall survive the Closing and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub or Successor Representative shall have any liability to any Stockholder, the right to rely upon all actions Company or Purchaser for any action taken or omitted to be taken hereunder, unless such liability is determined by a judgment or a court of competent jurisdiction to have resulted from the fraud or willful misconduct of such Representative or Successor Representative (as the case may be). Except as otherwise contemplated hereunder, each Representative and Successor Representative shall be entitled to rely, as being binding upon each Stockholder, upon any document or other paper believed by such Representative or Successor Representative (as the case may be) to be genuine and correct and to have been signed by such Stockholder, and such Representative or Successor Representative (as the case may be) shall not be liable to any Stockholder for any action taken or omitted to be taken thereby in such reliance. (d) All out-of-pocket costs and expenses incurred by each Representative and Successor Representative while acting on behalf of the Stockholders under the authorization granted in this Section 9.15 shall be borne by the Stockholders based on their Pro-Rata Percentage, provided that the amount of such out-of-pocket costs and expenses to be borne by Hearst shall not exceed $150,000 without Hearst’s consent. The Stockholders shall indemnify each Representative pursuant and Successor Representative in an amount and of such character as such Representative or Successor Representative (as the case may be) shall reasonably require to institute or defend any action or legal proceeding involving any matter referred to in this Agreement and the Escrow Agreement, including any and all claims, losses, liabilities, costs, judgments, attorneys’ fees and other expenses of which actions every kind and nature whatsoever in relation thereto; provided, that such payment, reimbursement or omissions indemnity shall be legally binding upon the Contributorsnot exceed each such Stockholder’s Pro-Rata Percentage of any amount, unless such Stockholder has committed fraud and such fraud has given rise to such expenses or amounts. (e) The grant Purchaser will be entitled to rely exclusively upon any communication given or other action taken by the Representative or any Successor Representative and will not be liable to the Stockholders or any other Person for any action taken or not taken in reliance upon the Representative or any Successor Representative. Purchaser will not be obligated to inquire as to the authority of authority provided for herein (i) is coupled the Representative or any Successor Representative with an interest and shall be irrevocable and survive respect to the death, incompetency, bankruptcy or liquidation taking of any Contributor action that the Representative or LVP REIT, and (ii) shall survive the consummation any Successor Representative takes on behalf of the ClosingStockholders. (f) Upon Notwithstanding the written request of foregoing, Representative may not amend the Agreement or take any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with other action hereunder that disproportionately affects in an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably requestadverse manner Hearst relative to Fox.

Authorization of Representative. (a) Each Contributor and LVP REIT, by its execution By virtue of adoption of this AgreementAgreement by the Equityholders and the terms of the CHP Equity Incentive Plan, and without further action by any such Equityholder, the Representative is hereby appointsappointed, authorizes authorized and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the an agent, representative (the “Representative”), for the benefit of the Contributors and LVP REIT, and as the exclusive agent and attorney-in-fact to act on behalf for each of each Contributor and LVP REIT, the Equityholders in connection with and to facilitate the consummation of the Contemplated Transactions, including, without limitation, including pursuant to the Escrow Agreement and the Paying Agent Agreement, which shall include and the matters related to (w) the adjustment of the Merger Consideration contemplated by Section 1.10, (x) the payment of amounts from the Representative Expense Fund Amount, including the payment of any Taxes, and payment related to the Representative’s indemnification obligations under ARTICLE IX, (y) the preparation and filing of the Tax Returns with respect to the Group Companies contemplated by ARTICLE VIII and (z) all other such items and matters set forth in this Agreement and the other Transaction Agreements contemplating participation by the Representative (collectively, “Representative Actions”), in each case with the power and authority: , including power of substitution (subject to the approval of Parent, which shall not be unreasonably withheld, conditioned or delayed), acting in the name of or for and on behalf of each Equityholder, and subject to the limitations set forth herein or therein: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver receive such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions as the Representative, in its sole discretion, may deem necessary or desirable; ; (iiiii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this AgreementExpense Fund Amount, and, subject to any applicable withholding retention lawsLaws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver disburse and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, same to each of the Contributors, subject to Section 10.7(e), Equityholder in accordance with such Equityholder’s Pro Rata Share; (iii) to consent to, compromise and settle claims for indemnification pursuant to Article IX, to authorize the extent release of each such Contributor’s respective contributions to any funds from the Adjustment Escrow Account in accordance with this Agreement and the Escrow Account. Agreement; (iv) as to authorize the Representative, release of any funds by the Paying Agent in accordance with this Agreement and the Paying Agent Agreement; (v) to enforce and protect the rights and interests of the Contributors Equityholders and LVP REIT and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10)Representative Action, and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITin respect thereof, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REITParent, Parent OP Merger Sub and/or Parent Sub, defending any Third Party Claims or Claims by of the Parent IndemniteesGroup Companies (after the Closing), consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OPMerger Sub, Parent Sub the Group Companies (after the Closing) and their respective representatives regarding such Claims, and, in connection therewith, to ; (A) assert any claim or institute any action, proceeding or investigation, (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REIT, Parent OP, Parent Sub or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow Cash, and receive process on behalf of any or all Contributors and LVP REIT in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to any such claim, action, proceeding or investigation, (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, (D) settle or compromise any claims asserted under the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (vvi) to refrain from enforcing any right of any Contributors, LVP REIT Equityholder and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document Representative Action in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT the Equityholders unless such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative Representative; (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vivii) to make, execute, acknowledge acknowledge, deliver and deliver receive all such other agreements, guarantees, ordersOrders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writingswritings and service of process in connection with any Claims, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions, the Escrow AgreementRepresentative Actions, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith therewith; and therewith(viii) take all such other actions as the Representative shall deem necessary or appropriate, in its discretion, for the accomplishment of the foregoing and the consummation of the Transactions. (b) The Representative shall not be entitled to the payment of all its out-of-pocket expenses incurred as the Representative by or on behalf of the Equityholders subject to and in accordance with the terms and conditions set forth in this Agreement, including Section 1.9(c), which such amounts to be used by the Representative to pay expenses incurred by the Representative in its capacity as the Representative; provided, that if the Transactions are not consummated, the Company shall reimburse the Representative for all costs and expenses reasonably incurred by the Representative in connection with the Transactions and neither Parent nor Merger Sub shall have any feeLiability to the Representative or the Company in connection therefor. Once the Representative determines, commission in its sole discretion, that the Representative will not incur any additional expenses in its capacity as the Representative, then the Representative will distribute the remaining unused Representative Expense Fund Amount, if any, to the Paying Agent (for further distribution to the Member and CHP Members) and the Surviving Company (for further distribution to the Optionholders) based on the Equityholders’ applicable Pro Rata Share. If, however, the Representative incurs expenses, in its capacity as the Representative, in an amount exceeding the Representative Expense Fund Amount, then the Representative shall be entitled to receive from the Equityholders in accordance with their Pro Rata Shares an amount for the difference between the total expenses incurred by the Representative and the Representative Expense Fund Amount. Furthermore, the Representative shall be entitled to cause the Paying Agent to withhold and pay a portion of any Other Equityholder Payments to the Representative, by providing written notice thereof to the Paying Agent and Parent prior to its distribution of such Other Equityholder Payment, for the purpose of the Representative making any payments or other compensation for paying any expenses under or in connection with this Agreement on behalf of the Equityholders to satisfy costs, expenses and/or liabilities of the Representative in connection with the performance of its services hereunderduties under this Agreement. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder hereunder, (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT of the Equityholders by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act which represents willful misconduct, (ii) the Representative shall not be liable to Equityholders for any apportionment or distribution of payments made by the Representative in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Equityholder to whom payment was due, but not made or not made in full, shall be to recover from the other Equityholders any payment in excess of the amount to which represents bad faith or willful misconduct such Equityholder is determined to have been entitled, and (iiiii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconductEquityholders. Each Contributor and LVP REIT Equityholder shall indemnify, on a pro rata basis (based upon on such ContributorEquityholder’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJVPro Rata Share), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever Losses (including, without limitation, including any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigationLegal Proceeding, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b), upon written notice from the Representative to the Contributor or LVP REIT as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV). (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement and/or Agreement. Each of Parent, Merger Sub and the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub Surviving Company shall have the right be entitled to rely upon all actions and communications taken or omitted to be taken by the Representative, including Representative pursuant Actions, and shall have no obligation to this Agreement and inquire of the Escrow AgreementEquityholders with respect thereto, all of which actions or omissions omissions, including Representative Actions, shall be conclusive and legally binding upon the Contributors. (e) Equityholders as fully as if such Equityholder had taken such actions or made such omissions and no Equityholder shall have the right to object to, dissent from, protest or otherwise contest the same. The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive survives the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REITof the Equityholders, and (ii) shall survive the consummation Closing. The provisions of this Section 10.12 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death or dissolutions, granted by the Equityholders to the Representative, and shall be binding upon the executors, heirs, legal representatives, successors and assigns of each such Equityholder. Any amounts received by the Representative on account of the ClosingEquityholders, whether pursuant to Section 1.9 or otherwise, shall be distributed to the Equityholders, net of any reserve the Representative may deem necessary in its reasonable discretion, in accordance with Section 1.11. (fd) Upon the written request of any Contributor or LVP REIT, The Parties acknowledge and agree that the Representative shall provide such Contributor have no liability to, and shall not be liable for any Losses of, any Party in connection with any obligations of the Representative under this Agreement or LVP REIT with an accounting otherwise in respect of all monies received and distributed by this Agreement or the Transactions. (e) The Representative, in its capacity as such, represents and warrants that it has full power and authority to enter into, execute, deliver and perform its obligations under this Agreement and each of the Representativeother Transaction Agreements applicable to the Representative and to consummate the Transactions. This Agreement and each of the other Transaction Agreements to which the Representative is a party constitutes, or will constitute as of the Closing Date, a legal, valid and shall provide such Contributor or LVP REIT with such other reasonable information regarding binding agreement of the Representative’s actionsRepresentative (solely as agent, representative and attorney-in-fact of the Equityholders and not in its capacity individual capacity) enforceable against it in accordance with its and their respective terms, subject to the Equitable Principles. (f) In the event of the death, incapacity, liquidation, dissolution or resignation of any Person serving as the Representative, as applicable, within twenty (20) days of such Contributor death, incapacity, liquidation, dissolution or LVP REIT may reasonably requestresignation, the Member shall choose the successor representative. Following such resignation, any reference to the Representative herein shall be deemed to include such successor representative. (g) Notwithstanding anything to the contrary in this Section 10.12, the provisions of this Section 10.12 do not affect any right of Parent, Merger Sub or the Surviving Company hereunder or create any obligation on the part of Parent, Merger Sub or the Surviving Company. The Equityholders shall bear full responsibility for any and all obligations arising pursuant to this Section 10.12.

Authorization of Representative. (a) Each Contributor The Seller and LVP REIT, by its execution each of this Agreement, hereby the Members irrevocably appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitutionXxxxx Xxxxxxx, to act as the representative (the “Representative”)its or his representative, for the benefit of the Contributors Seller and LVP REITeach such Member, and as the exclusive agent and attorney-in-fact to act on behalf of the Seller and each Contributor and LVP REIT, such Member in connection with and to facilitate the consummation of the Contemplated Transactions, including, without limitation, pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representativewaivers, in its sole discretionmodifications, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and Agreement, the Escrow Agreement other Transaction Documents and the consummation of the Contemplated Transactions as the Representative, in its sole discretion, may deem necessary or desirable; (iiiii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account. (iv) as the Representative, to enforce and protect the rights and interests of the Contributors Seller and LVP REIT the Members (including the Representative, in its capacity as a Member) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein Transaction Documents or the transactions provided for herein or therein Transactions (including, without limitation, including in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 1010 hereof), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement Transaction Documents, including actions in connection with the determination of the Final Transferred Working Capital and Final Transferred Deducted Deferred Revenue for and on behalf of the Contributors Seller and LVP REITthe Members, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) Litigation against Parent REIT, Parent OP and/or Parent Subthe Buyer, defending any Third Party Claims or Claims claims by the Parent IndemniteesBuyer Indemnified Parties, consenting to, compromising or settling any such Claimsclaims, conducting negotiations with Parent REIT, Parent OP, Parent Sub the Buyer and their respective its representatives regarding such Claimsclaims, and, in connection therewith, to to: (A) assert any claim or institute any action, proceeding or investigation, Litigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation Litigation initiated by Parent REIT, Parent OP, Parent Sub the Buyer or any other Person, or by any federal, state or local Governmental Entity against the Representative Representative, the Seller and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow CashMembers, and receive process on behalf of the Seller and any or all Contributors and LVP REIT of the Members in any such claimLitigation, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, Litigation; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Escrow Agreement this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (v) to refrain from enforcing any right of any Contributors, LVP REIT and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT unless such waiver is in writing signed by the waiving Contributors, LVP REIT or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative)Litigation; and (viiii) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions, Transactions or otherwise act on behalf of the Escrow Seller and each of the Members as provided in this Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representative, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconduct. Each Contributor and LVP REIT shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b), upon written notice from the Representative to the Contributor or LVP REIT as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV). (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement Section 11.1 shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow Agreement. (dc) Parent REIT, Parent OP and Parent Sub The Buyer shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsSeller and the Members. (ed) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of the Seller and any Contributor or LVP REITMember, as applicable. (e) The Seller and (ii) the Members shall survive indemnify and hold harmless the consummation of the ClosingRepresentative against any Liabilities resulting from his role as Representative. (f) Upon the written request of any Contributor or LVP REIT, Any resignation by the Representative shall provide not be effective until a new Representative reasonably satisfactory shall be appointed and the Buyer shall have confirmed its acceptance of such Contributor appointment in writing, such acceptance not to be unreasonably withheld or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably requestdelayed.

Authorization of Representative. (a) Each Contributor Effective upon the Effective Date, as contemplated by the Shareholder Consent, the Shareholder Representative is hereby appointed, authorized and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the a representative (the “Representative”), for the benefit of the Contributors holders of Preferred Stock, Common Stock, Series E Preferred Stock Warrants and LVP REITOptions (other than with respect to any Dissenting Shares) (collectively, the “Company Equity Securities”) (provided that any such appointment shall only be effective with respect to holders of Options and Series E Preferred Stock Warrants to the extent that such holders have executed consents to such appointment), as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITholder of Company Equity Securities, in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Shareholder Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Shareholder Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Shareholder Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account. (iv) as the Representativerepresentative, to enforce and protect the rights and interests of the Contributors and LVP REIT holders of Company Equity Securities (including Shareholder Representative, in its capacity as a shareholder in the Company) and to enforce and protect the rights and interests of the Representative Shareholder Representative, in each case arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 10VIII hereof), and to take any and all actions which the Shareholder Representative believes are necessary or appropriate under either of the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITholders of Company Equity Securities, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim”“) against Parent REITParent, Parent OP Newco and/or Parent SubSurviving Corporation, defending any Third Party Claims or Claims by the Parent Buyer Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub Surviving Corporation and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Corporation or any other Personperson, or by any federal, state or local Governmental Entity Authority against the Shareholder Representative and/or any of the Contributors or LVP REIT or holders of Company Equity Securities and/or the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT holders of Company Equity Securities in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Shareholder Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Shareholder Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Escrow Agreement Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Shareholder Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (viv) to refrain from enforcing any right of the holders of Company Equity Securities or any Contributors, LVP REIT of them and/or the Shareholder Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Shareholder Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Shareholder Representative or by such Contributors or LVP REIT the holders of Company Equity Securities unless such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Shareholder Representative); and; (viv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Shareholder Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith; and (vi) to distribute funds to holders of Company Equity Securities in accordance with the terms of this Agreement and the Escrow Agreement. (b) The Shareholder Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment of all its expenses incurred as the representative. At the Closing, the Shareholder Representative shall retain (x) $250,000 (the “Expense Funds”) to be used by Shareholder Representative to pay expenses incurred by Shareholder Representative in its capacity as the representative (and no fees or expenses shall be paid to the Shareholder Representative out of the Escrow Account or by Parent or any of its Affiliates, except for such Expense Funds paid at the Closing) and (y) $1,000,000 (the “Replenishment Funds”) to be used by the Shareholder Representative to replenish the Escrow Account, if necessary, pursuant to Section 2.7(e). Once Shareholder Representative determines, in its sole discretion, that Shareholder Representative will not incur any additional expenses in its capacity as representative or will not have an obligation to replenish the Escrow Account pursuant to Section 2.7(e) in an amount equal to the Replenishment Funds, as applicable, then Shareholder Representative will distribute to each holder of Preferred Stock, Common Stock and Series E Preferred Stock Warrants, and to the Surviving Corporation on behalf of the holders of Options, the applicable Pro Rata Portion of the remaining unused Expense Funds or Replenishment Funds, if any, as applicable. The Surviving Corporation shall pay (less any required withholding Tax) to each holder of Options the applicable Pro Rata Portion of the remaining unused Expense Funds and/or Replenishment Funds, as applicable, paid to it by the Shareholder Representative. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Shareholder Representative hereunder (i) the Shareholder Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT holders of Company Equity Securities by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct misconduct, and (ii) the Shareholder Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Shareholder Representative pursuant to such advice shall in no event subject the Shareholder Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result holders of the Representative’s willful misconductCompany Equity Securities. Each Contributor and LVP REIT holder of Company Equity Securities shall indemnify, pro rata based upon such Contributorholder’s Applicable Percentage Interest (or in the case of LVP REITPro Rata Portion, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Shareholder Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Shareholder Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representativeotherwise. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Shareholder Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Shareholder Representative to the Contributor or LVP REIT holders of Company Equity Securities as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT holder of Company Equity Securities shall promptly deliver to the Shareholder Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with deficiency based upon such Contributorholder’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Pro Rata Portion. (c) All of the indemnities, immunities and powers granted to the Shareholder Representative under this Agreement shall survive the Closing Effective Date and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REITSubject to the receipt of the consents referenced in Section 9.1(a), Parent OP and Parent Sub Surviving Corporation shall have the right to rely upon all actions taken or omitted to be taken by the Shareholder Representative pursuant to this Agreement and Agreement, the Escrow Agreement or any other agreement, instrument or document entered into in connection with this Agreement, all of which actions or omissions omissions, including, but not limited to, the disbursements of funds to holders of Company Equity Security holders as contemplated herein, by the Shareholder Representative shall be legally binding upon the Contributorsholders of Company Equity Securities, and Parent, Surviving Corporation and their Affiliates are hereby relieved from any liability to any Person for any acts done by them in accordance with any such action or failure to act by Shareholder Representative. (e) The grant of authority provided for herein in this Article IX (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, holder of Company Equity Securities; and (ii) shall survive the consummation of the ClosingMerger. (f) Upon the written request of any Contributor Should Shareholder Representative resign or LVP REITbe unable to serve, the Shareholder Representative shall provide such Contributor or LVP REIT with an accounting appoint a single substitute agent to take on the responsibility of all monies received and distributed by Shareholder Representative hereunder, whose appointment shall be effective on the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the date of Shareholder Representative’s actions, in its capacity as the Representative, as such Contributor resignation or LVP REIT may reasonably requestincapacity.

Authorization of Representative. (a) Each Contributor and LVP REIT, by its execution of this Agreement, Seller hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, to act Xxxxx X. Xxxxxx as the a representative (the “Representative”), for the benefit of the Contributors and LVP REITsuch Seller, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITsuch Seller, in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account. (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Sellers (including the Representative, in its capacity as a shareholder in the Company) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 10VIII), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITany Seller, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REIT, Parent OP and/or Parent SubCompany, defending any Third Party Claims or Claims by the Parent Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub Company and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Company or any other Person, or by any federal, state or local Governmental Entity Authority against the Representative and/or any of the Contributors or LVP REIT or Sellers, and/or the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT of the Sellers in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Escrow Agreement Agreement; (E) to finalize any post-Closing adjustments pursuant to Section 2.4, and (EF) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (viv) to refrain from enforcing any right of the Sellers or any Contributors, LVP REIT of them and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure ; (v) (A) to act on the part accept any portion of the RepresentativePurchase Price payable to the Sellers (on behalf of the Sellers ) and to deliver wire instructions to Parent in connection therewith; (B) to supervise the Closing; (C) to take any and all actions that may be necessary or desirable, except as otherwise provided determined by the Representative in this Agreement or its sole discretion, in connection with indemnification under Article VIII and the Escrow Agreement; and (D) to take any and all actions that may be necessary or desirable, shall be deemed a waiver of any such right or interest as determined by the Representative in its sole discretion, in connection with the payment of the costs and expenses incurred with respect to the Company or by such Contributors or LVP REIT unless such waiver is the Sellers in writing signed by connection with the waiving Contributors, LVP REIT or by Transaction Documents and the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative)transactions contemplated thereby; and (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation success fee for the performance of its services hereunderhereunder but shall be entitled to the payment of all costs and expenses incurred as the Representative. In connection with the foregoing, at the Closing, the Sellers shall transfer an amount in cash designated by the Representative in writing to Parent prior to the Closing (such amount, the “Expense Funds”) of the Purchase Price otherwise payable at Closing pursuant to Section 2.3(c)(iv) to the Representative, to be used by the Representative to pay the costs and expenses that it incurs in its capacity as the Representative. In addition, to the extent that the Expense Funds are at any time insufficient (as determined by the Representative in its sole discretion) to cover all of the costs and expenses incurred by the Representative in its capacity as the Representative, then the Representative may, at its option, (x) retain such portion of the Escrow Amount distributed to the Representative pursuant to the terms hereof and of the Escrow Agreement (only when such portion of the Escrow Amount is released to the Representative in accordance with the Escrow Agreement) as determined by the Representative in its sole discretion for purposes of reimbursement of such costs and expenses; (y) retain such amount of the proceeds received by the Sellers after the Closing Date under any term or provision of this Agreement; and (z) seek reimbursement of such costs and expenses from the Sellers. Once the Representative determines, in its sole discretion, that the Representative will not incur any additional expenses in its capacity as the Representative, then the Representative will distribute the remaining unused Expense Funds (if any) pro rata to the Sellers in accordance with their respective Ownership Percentages. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representative, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely in good faith on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconductSeller. Each Contributor and LVP REIT Seller shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)their respective Ownership Percentages, the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, subpoena, challenge, action or proceeding proceeding, or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconductotherwise. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Representative to the Contributor or LVP REIT Sellers as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT Seller shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiencydeficiency (pro rata based upon such Seller’s Ownership Percentage); provided that no such Seller shall be liable for that portion of any claim of indemnification, in accordance with such Contributor’s Applicable Percentage Interest (individually or in the case aggregate, that is in excess of LVP REIT, such Seller’s pro rata portion of the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Purchase Price to which such holder is entitled pursuant to this Agreement. (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub the Company shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsSellers. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, Seller; and (ii) shall survive the consummation of the Closing. (f) Upon the written request of any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.

Authorization of Representative. (a) Each Contributor By virtue of the Merger and LVP REIT, by its execution the adoption of this Agreement, hereby appointseach of the Equity Holders irrevocably nominates, authorizes constitutes and empowers Lightstone Primeappoints ABP II SR, L.L.C. as its agent and true and lawful attorney-in-fact with full power of substitution and resubstitutionsubstitution, to act in the name, place and stead of the Equity Holders for purposes of executing any documents and taking any actions that the Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with any claim for indemnification, compensation or reimbursement under Article IX, Section 10.2 or under the Escrow Agreement. ABP II SR, L.L.C. hereby accepts its appointment as the representative Representative. (the “Representative”)b) The Representative is authorized and empowered to act as a representative, for the benefit of the Contributors and LVP REITEquity Holders, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITthe Equity Holders, in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow Agreement, which shall include the power and authority: : (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; ; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; ; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Indemnity Escrow Account Fund as described herein or otherwise payable to the Representative pursuant to this Agreementherein, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver disburse and pay (or cause to be disbursed and paid) the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, same to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account. Xxxxxxx; (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Equity Holders and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and Agreement, the Escrow Agreement, and each other agreement, document, instrument Agreement or certificate referred to herein or therein or any of the transactions provided for herein or therein Transaction Agreements (including, without limitation, including in connection with any and all claims asserted in accordance with for indemnification brought under Article IX or Article X, claims related to Taxes, or claims related to the terms of this Article 10Closing Date Purchase Price), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITEquity Holders, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REIT, Parent OP Purchaser and/or Parent Subthe Company or any of its Subsidiaries (after the Closing), defending any Third Third-Party Claims or Claims by the Parent IndemniteesPurchaser Indemnified Parties, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITPurchaser, Parent OP, Parent Sub the Company or any of its Subsidiaries (after the Closing) and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, Claim; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation Claim initiated by Parent REITPurchaser, Parent OP, Parent Sub the Company or any of its Subsidiaries (after the Closing) or any other Person, or by any federal, state or local Governmental Entity Authority against the Representative and/or any of the Contributors or LVP REIT or Equity Holders and/or the Indemnity Escrow Units or Escrow CashFund, and receive process on behalf of any or all Contributors and LVP REIT Equity Holders in any such claim, action, proceeding or investigation Claim and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, Claim; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Escrow Agreement Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; ; (v) to refrain from enforcing any right of the Equity Holders or any Contributors, LVP REIT of them and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT the Equity Holders unless such waiver is in writing signed by the waiving Contributors, LVP REIT party or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and and (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (bc) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment of all its out-of-pocket expenses incurred as the Representative. In connection with the foregoing, at the Closing, an aggregate amount of Seven Hundred Fifty Thousand Dollars ($750,000) (the “Representative Expense Fund”) shall be transferred by or on behalf of the Company to the Representative, to be used by the Representative to pay expenses incurred by the Representative in its capacity as the Representative; provided, however, that if the Transaction is not consummated, the Company shall reimburse the Representative for all costs and expenses reasonably incurred by the Representative in connection with the Transaction. Once the Representative determines, in its sole discretion, that the Representative will not incur any additional expenses in its capacity as the Representative, then the Representative will distribute (or cause to be distributed) the remaining unused Representative Expense Fund, if any, to the Equity Holders. In the event that the aggregate Purchase Price is not adequate to pay the aggregate Preferred Redemption Amount, then any payments out of the unused Representative Expense Fund shall be made to the Preferred Stockholders pro rata in proportion to the full amounts to which they would otherwise be respectively entitled if the aggregate Purchase Price was equal to the Preferred Redemption Amount, until such time as the entire Preferred Redemption Amount has been paid. After the payment of the entire Preferred Redemption Amount, any payments out of the unused Representative Expense Fund shall be paid to the Equity Holders pro rata based on the number of Fully Diluted Shares. If, however, the Representative incurs expenses, in its capacity as the Representative, in an amount exceeding the Representative Expense Fund, then any funds released to the Representative, in its capacity as the Representative, from the Indemnity Escrow Fund pursuant to Section 2.6, shall be used to reimburse the Representative for the difference between the total expenses incurred by the Representative and the Representative Expense Fund. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT of the Equity Holders by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act which represents willful misconduct, (ii) the Representative shall not be liable to Equity Holders for any apportionment or distribution of payments made by the Representative in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Equity Holder to whom payment was due, but not made or not made in full, shall be to recover from the other Equity Holders any payment in excess of the amount to which represents bad faith or willful misconduct such Equity Holder is determined to have been entitled, and (iiiii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconductEquity Holders. Each Contributor and LVP REIT Equity Holder shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), indemnify the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever Losses (including, without limitation, including any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise otherwise. In the event that the aggregate Purchase Price is not adequate to pay the aggregate Preferred Redemption Amount, then any payments of indemnification obligations under this Section 12.13(c) shall be made by the Preferred Stockholders pro rata based on their allocable share of the Merger Consideration paid as of such date. After the payment of the entire Preferred Redemption Amount, any payments of indemnification obligations under this Section 12.13(c) shall be made by the Equity Holders pro rata based on the number of Fully Diluted Shares; provided, however, that in its capacity as no event shall an Equity Holder be required to make a payment under this Section 12.13(c) in an amount greater than the Representativeamount of consideration received by such Equity Holder under Section 2.2. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Representative to the Contributor or LVP REIT Equity Holders as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT Equity Holder shall promptly deliver to the Representative full payment of itshis, his her or her its ratable share of the amount of such deficiency, deficiency calculated as set forth in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJVthis Section 12.13(c). (cd) All of the indemnities, immunities and powers granted to the Representative under this Agreement Section 12.13 shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP . Purchaser and Parent Sub the Company shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the Contributors. (e) Equity Holders. The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive survives the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, of the Equity Holders and (ii) shall survive the consummation Closing. Any amounts received by the Representative on account of any one or more Equity Holders, whether pursuant to Section 2.4, Section 2.5, the Escrow Agreement or otherwise, shall be distributed to such Equity Holders, net of any reserve the Representative may deem necessary in its reasonable discretion. In the event that the aggregate Purchase Price is not adequate to pay the aggregate Preferred Redemption Amount, then any payments of any amounts received by the Representative on account of all Equity Holders shall be made to the Preferred Stockholders pro rata in proportion to the full amounts to which they would otherwise be respectively entitled if the aggregate Purchase Price was equal to the Preferred Redemption Amount, until such time as the entire Preferred Redemption Amount has been paid. After the payment of the Closingentire Preferred Redemption Amount, any payments of any amounts received by the Representative on account of all Equity Holders shall be paid to the Equity Holders pro rata based on the number of Fully Diluted Shares. (e) The parties hereto acknowledge and agree that the Representative in its capacity as such shall have no liability to, and shall not be liable for any Losses of, any Party hereto or to any Purchaser Indemnified Party in connection with any obligations of the Representative under this Agreement or the Escrow Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby. (f) Upon The Representative shall have the written request right to resign, and the Equity Holders shall choose the successor representative by affirmative vote of the Equity Holders that hold as of the Closing Date a majority of the voting power of the Company based on their Pro Rata Percentage. Following such resignation, any Contributor or LVP REITreference to the Representative herein shall be deemed to include such successor representative. Similarly, the Representative shall provide such Contributor have the right to assign all or LVP REIT with an accounting part of all monies received its rights and distributed by obligations hereunder to any one or more Persons, subject to the Representative, in its capacity affirmative vote of the Equity Holders that hold as of the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding Closing Date a majority of the Representative’s actions, in its capacity as voting power of the Representative, as such Contributor or LVP REIT may reasonably requestCompany based on their Pro Rata Percentage.

Authorization of Representative. (a) Each Contributor BRS (and LVP REITany successor of BRS or any assign of BRS so long as such assign is an affiliate of BRS) is hereby appointed, by its execution of this Agreement, hereby appoints, authorizes authorized and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the representative (the “Representative”), for the benefit of the Contributors and LVP REITFormer Securities Holders, and BRS hereby accepts such appointment, as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITFormer Securities Holder, in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account. (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Former Securities Holders (including the Representative, in its capacity as a stockholder in the Company) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10)therein, and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITFormer Securities Holders, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REITParent, Parent OP Newco and/or Parent Sub, defending any Third Party Claims or Claims by the Parent IndemniteesSurviving Corporation, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub Surviving Corporation and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Corporation or any other Personperson, or by any federal, state or local Governmental Entity Authority against the Representative and/or any of the Contributors or LVP REIT or Former Securities Holders, and/or the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT of the Former Securities Holders in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Escrow Agreement Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (viv) to refrain from enforcing any right of the Former Securities Holders or any Contributors, LVP REIT of them and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT unless such waiver is in writing signed by the waiving Contributors, LVP REIT or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (viv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment of all its expenses incurred as the Representative. In connection with the foregoing, at the Closing, the Company shall transfer $500,000 (the “Expense Funds”) to the Representative, to be used by Representative to pay expenses incurred by Representative in its capacity as Representative. Once Representative determines, in its sole discretion, that Representative will not incur any additional expenses in its capacity as Representative, then the Representative will distribute the remaining unused Expense Funds pro rata to the Former Series C Preferred Holders and the Former Common Securities Holders in accordance with their Applicable Percentage. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT Former Securities Holders by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representativedocument, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct misconduct, and (ii) the Representative shall be entitled to rely in good faith on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconductFormer Securities Holders. Each Contributor and LVP REIT Former Securities Holder shall indemnify, pro rata based upon the portion of the Purchase Price to which such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)holder is entitled pursuant to this Agreement, the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding proceeding, or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as otherwise; provided, however, that the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its bad faith or willful misconduct. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Representative to the Contributor or LVP REIT Former Securities Holders as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT Former Securities Holder shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiencydeficiency (pro rata based upon the portion of the Purchase Price to which such holder is entitled pursuant to this Agreement); provided, in accordance with that no such Contributor’s Applicable Percentage Interest (holder shall be liable for that portion of any claim of indemnification, individually or in the case aggregate, that is in excess of LVP REIT, such holder’s pro rata portion of the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Purchase Price to which such holder is entitled pursuant to this Agreement. (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement by the Former Securities Holders shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub Surviving Corporation shall have the right to (i) rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsFormer Securities Holders and (ii) ignore any communication from any Former Securities Holder other than the Representative relating to powers granted to the Representative hereunder, which Representative shall be solely responsible for all communications between any Former Securities Holders, on the one hand, and Parent or the Surviving Corporation, on the other hand relating to powers granted to the Representative hereunder. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, Former Securities Holder; and (ii) shall survive the consummation of the ClosingMerger. (f) Upon Notwithstanding anything herein to the written request contrary, upon delivery of any Contributor amounts or LVP REITother property hereunder to the Representative in accordance with the terms of this Agreement or the Escrow Agreement for itself or on behalf of any Former Securities Holder, none of the Parent, the Representative Surviving Corporation or any of its Subsidiaries shall provide have any further liability, responsibility or obligation with respect to the delivery of any such Contributor amounts or LVP REIT other property or with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide respect to any such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably requestFormer Securities Holder.

Authorization of Representative. (a) Each Contributor The Sellers irrevocably appoint, authorize and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitutionempower Sxxxxx Xxxxx, to act as the representative (the “a Representative”), for the benefit of the Contributors and LVP REITSellers, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITSeller, in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers waivers, modifications, amendments and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative or the Sellers from Purchaser or the Escrow Account as described herein to authorize payment to Purchaser or otherwise payable to any Purchaser Indemnitee out of the Representative pursuant to this AgreementEscrow Funds in satisfaction of claims by such Persons, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver disburse and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, same to each of the Contributors, subject to Section 10.7(e), in accordance with and Sellers to the extent of each such ContributorSeller’s respective contributions to the Escrow Account.Pro Rata Share; (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Sellers (including the Representative, in its capacity as a Seller) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, including in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 1010 hereof), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or or this Agreement Agreement, including actions in connection with the determination of the Estimated Consideration and the Final Consideration (and the resolution of any working capital disputes) for and on behalf of the Contributors and LVP REITSellers, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REIT, Parent OP and/or Parent SubPurchaser or the Company, defending any Third Party Claims or Claims by the Parent Purchaser Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITPurchaser, Parent OP, Parent Sub the Company and their respective representatives regarding such Claims, and, in connection therewith, to to: (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITPurchaser, Parent OP, Parent Sub the Company or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or or any of the Contributors or LVP REIT or Sellers, the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT Sellers in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under this Agreement and/or the Escrow Agreement Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (v) to refrain from enforcing any right of any Contributors, LVP REIT and/or Seller or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT Seller unless such waiver is in writing signed by the waiving Contributors, LVP REIT or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vi) to make, execute, acknowledge acknowledge, deliver and deliver receive all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representative, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconduct. Each Contributor and LVP REIT shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b), upon written notice from the Representative to the Contributor or LVP REIT as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV). (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing and/or Date or any termination of this Agreement and/or or the Escrow Agreement. (dc) Parent REIT, Parent OP Purchaser and Parent Sub the Company shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsSellers. (ed) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REITSeller, and (ii) shall survive the consummation of the ClosingPurchase and Sale. (e) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and in the exercise of reasonable judgment. The Sellers on whose behalf the Escrow Amount was contributed to the Escrow Account shall indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative and expenses incurred pursuant to Section 2.2(b)(ii) and Section 2.6 above (“Representative Expenses”). If any funds are remaining in the Escrow Account following the Release Date (other than the aggregate amount claimed by the Purchaser Indemnitees for Losses pursuant to claims made and not fully resolved prior to such date), the Representative shall have the right to recover the Representative Expenses from any such remaining funds comprising the Escrow Funds prior to any distribution to the Sellers pursuant to Section 10.8(b), and prior to any such distribution, shall deliver to Purchaser and the Escrow Agent a certificate setting forth the Representative Expenses actually incurred. Upon receipt of such certificate, Purchaser and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to pay such Representative Expenses to the Representative. (f) Upon Purchaser hereby agrees to reasonably cooperate with and make available to the written request Representative such books, records and data reasonably related to an indemnification claim and shall permit reasonable access during normal business hours to Purchaser’s and the Company’s facilities and personnel as may reasonably be required in connection with any claim for indemnification by any Purchaser Indemnitee under this Article 10 and any other reasonable matters arising in connection with the discharge of any Contributor or LVP REIT, the Representative’s duties under this Agreement and under the Escrow Agreement. (g) Any resignation by the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed not be effective until a new Representative shall be appointed by the Representative, holders of a majority in its capacity as interest of the RepresentativeEscrow Funds, and shall provide have confirmed his, her or its acceptance of such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, appointment in its capacity as the Representative, as such Contributor or LVP REIT may reasonably requestwriting to Purchaser.

Authorization of Representative. (a) Each Contributor The Sellers irrevocably appoint, authorize and LVP REITempower American Capital, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, Ltd. to act as the representative (the “a Representative”), for the benefit of the Contributors and LVP REITSellers, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITSeller, in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers waivers, modifications, amendments and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative or the Sellers from the Surviving Corporation and/or the Escrow Account and Working Capital Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreementherein, and, subject to any applicable withholding retention laws, and net of any fees and out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver disburse and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, same to each of the Contributors, subject to Section 10.7(e), in accordance with and Sellers to the extent of each such ContributorSeller’s respective contributions to the Escrow Account.Pro Rata Share; (iv) as the Representative, to enforce and protect the rights and interests of Sellers (including the Contributors and LVP REIT Representative, in its capacity as a Seller) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, including in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 1010 hereof), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement Agreement, including actions in connection with the determination of the Estimated Merger Consideration and the Final Merger Consideration (and the resolution of any working capital disputes) for and on behalf of the Contributors and LVP REITSellers, including, without limitation, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REITParent, Parent OP Merger Sub and/or Parent Subthe Surviving Corporation, defending any Third Party Claims or Claims by the Parent Purchaser Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITParent, Parent OP, Parent Sub the Surviving Corporation and their respective representatives regarding such Claims, and, in connection therewith, to to: (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITParent, Parent OP, Parent Sub the Surviving Corporation or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or Sellers, the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT Sellers in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under this Agreement and/or the Escrow Agreement Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (v) to refrain from enforcing any right of any Contributors, LVP REIT Seller and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT Seller unless such waiver is in writing signed by the waiving Contributors, LVP REIT or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representative, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconduct. Each Contributor and LVP REIT shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b), upon written notice from the Representative to the Contributor or LVP REIT as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV). (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow Agreement. (dc) Parent REIT, Parent OP and Parent Sub the Surviving Corporation shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsSellers. (ed) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REITSeller, and (ii) shall survive the consummation of the ClosingMerger. (e) The Representative will not be liable to the Sellers for any act taken or omitted by it under this Agreement and the transactions contemplated hereby, except is such act is taken or omitted in bad faith. The Sellers shall indemnify and hold harmless the Representative against any losses, liabilities or expenses resulting from its role as Representative. (f) Upon the written request of any Contributor or LVP REITFrom time to time, the Representative shall provide be entitled to unilaterally withdraw funds from the Representative Expense Amount in order to pay Representative Expenses. To the extent that the aggregate amount of Representative Expenses exceeds the Representative Expense Amount, the Representative shall also be entitled to use any Escrow Funds released to it on behalf of the Sellers pursuant to Section 10.8(b) to pay any remaining Representative Expenses. At such Contributor time as the Representative determines (in its sole discretion) that all or LVP REIT with an accounting a portion of all monies received and distributed the Representative Expense Amount is not needed to pay Representative Expenses, the Representative shall release such portion of the Representative Expense Amount to the Sellers. (g) Any resignation by the RepresentativeRepresentative shall not be effective until a new Representative shall be appointed and have confirmed his, her or its acceptance of such appointment in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably requestwriting to Parent.

Authorization of Representative. (a) Each Contributor and LVP REIT, by its execution of this Agreement, Seller hereby appoints, authorizes and empowers Lightstone Prime, with full power Bradford (and any successor of substitution and resubstitution, to act Bradford or any assign of Bradford so long as the such assign is an affiliate of Bradford) as a representative (the “Representative”), for the benefit of the Contributors and LVP REITsuch Seller, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITsuch Seller, in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Account as described herein or otherwise payable to the Representative pursuant to this Agreement, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver and pay the same, no later than three (3) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, to each of the Contributors, subject to Section 10.7(e), in accordance with and to the extent of each such Contributor’s respective contributions to the Escrow Account. (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT Sellers (including the Representative, in its capacity as a stockholder in the Company) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this for indemnification brought under Article 10)8), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REITany Seller, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REIT, Parent OP the Buyer and/or Parent SubCompany, defending any Third Party Claims or Claims by the Parent Buyer Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REITthe Buyer, Parent OP, Parent Sub Company and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, ; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REITthe Buyer, Parent OP, Parent Sub the Company or any other Person, or by any federal, state or local Governmental Entity Authority against the Representative and/or any of the Contributors or LVP REIT or Sellers, and/or the Escrow Units or Escrow CashFunds, and receive process on behalf of any or all Contributors and LVP REIT of the Sellers in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to to, any such claim, action, proceeding or investigation, ; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, ; (D) settle or compromise any claims asserted under the Escrow Agreement Agreement; (E) to finalize any post-Closing adjustments pursuant to Section 2.4, and (EF) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (viv) to refrain from enforcing any right of the Sellers or any Contributors, LVP REIT of them and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure ; (v) (A) to act on the part accept any portion of the RepresentativePurchase Price payable to the Sellers (on behalf of the Sellers ) and to deliver wire instructions to the Buyer in connection therewith; (B) to supervise the Closing; (C) to take any and all actions that may be necessary or desirable, except as otherwise provided determined by the Representative in this Agreement or its sole discretion, in connection with indemnification under Article 8 and the Escrow Agreement; (D) to take any and all actions that may be necessary or desirable, shall be deemed a waiver of any such right or interest as determined by the Representative in its sole discretion, in connection with enforcement or by such Contributors termination of the Shareholders’ Agreement; and (E) to take any and all actions that may be necessary or LVP REIT unless such waiver is in writing signed by the waiving Contributorsdesirable, LVP REIT or as determined by the Representative (it being understood that no Contributor in its sole discretion, in connection with the payment of the costs and expenses incurred with respect to the Company or LVP REIT shall have any right to directly assert any claim against the Representative)Sellers in connection with the Transaction Documents and the transactions contemplated thereby; and (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactionstransactions contemplated by this Agreement, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation success fee for the performance of its services hereunder, but shall be entitled to the payment of all costs and expenses incurred as the Representative. In connection with the foregoing, at the Closing, the Sellers shall transfer $750,000 (the “Expense Funds”) of the Purchase Price otherwise payable at Closing pursuant to Section 2.3(b)(iii) to the Representative, to be used by the Representative to pay the costs and expenses that it incurs in its capacity as the Representative. In addition, to the extent that the Expense Funds are at any time insufficient (as determined by the Representative in its sole discretion) to cover all of the costs and expenses incurred by the Representative in its capacity as the Representative, then the Representative may, at its option, (x) retain such portion of the Escrow Amount distributed to the Representative pursuant to the terms hereof and of the Escrow Agreement (only when such portion of the Escrow Amount is released to the Representative in accordance with the Escrow Agreement) as determined by the Representative in its sole discretion for purposes of reimbursement of such costs and expenses; (y) retain such amount of the proceeds received by the Sellers after the Closing Date under any term or provision of this Agreement; and (z) seek reimbursement of such costs and expenses from the Sellers. Once the Representative determines, in its sole discretion, that the Representative will not incur any additional expenses in its capacity as the Representative, then the Representative will distribute the remaining unused Expense Funds (if any) pro rata to the Sellers in accordance with their respective Ownership Percentages. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representative, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely in good faith on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconductSeller. Each Contributor and LVP REIT Seller shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)their respective Ownership Percentages, the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitationbut not limited to, any and all expenses expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, subpoena, challenge, action or proceeding proceeding, or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconductotherwise. In the event of any indemnification under this clause (b)hereunder, upon written notice from the Representative to the Contributor or LVP REIT Sellers as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT Seller shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiencydeficiency (pro rata based upon such Seller’s Ownership Percentage); provided that no such Seller shall be liable for that portion of any claim of indemnification, in accordance with such Contributor’s Applicable Percentage Interest (individually or in the case aggregate, that is in excess of LVP REIT, such Seller’s pro rata portion of the combined Applicable Percentage Interest of LVP OP and Pro-DFJV)Purchase Price to which such holder is entitled pursuant to this Agreement. (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP The Buyer and Parent Sub the Company shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the ContributorsSellers. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, Seller; and (ii) shall survive the consummation of the Closing. (f) Upon the written request of any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.

Authorization of Representative. (a) Each Contributor Saw Mill is hereby appointed, authorized and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, empowered to act as the a representative (the “"Representative”"), for the benefit of the Contributors holders of Company Common Units and LVP REITCompany Equity Options (collectively, and the "Company Equity Securities"), as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REITholder of Company Equity Securities, in connection with and to facilitate the consummation of the Contemplated Transactionstransactions contemplated hereby, including, without limitation, including pursuant to the Escrow AgreementAgreements, which shall include the power and authority: (i) to execute and deliver each of the Escrow Agreement Agreements (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and each of the Escrow Agreement Agreements and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) except as otherwise provided herein, including Section 1.10(b) hereof, to collect and receive all moneys and other proceeds and property payable to the Representative from holders of Company Equity Securities pursuant to the terms of the Escrow Account as described herein Agreements, including, without limitation, the Purchase Price Escrow Funds, the Indemnification Escrow Funds and any portion of or otherwise payable earnings accrued on such Escrow Funds which are distributable to holders of Company Equity Securities, subject to the Representative pursuant to this AgreementEscrow Agreements, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse, deliver to disburse and pay the same, no later than three same (3as well as any unused Expense Funds (as herein defined) Business Days from the date of receipt of such moneys, proceeds and/or property by the Representative, as provided in Section 8.1(b)) to each of the Contributors, subject to Section 10.7(e), in accordance with and holders of Company Equity Securities to the extent of, and in accordance with, the respective interests of each such Contributor’s respective contributions to the Escrow Account.holders of Company Equity Securities in the Purchase Price (the "Percentage Interests"); (iv) as the Representative, to enforce and protect the rights and interests of the Contributors and LVP REIT holders of Company Equity Securities (including the Representative, in its capacity as an equityholder in the Company) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims asserted in accordance with the terms of this Article 10), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Contributors and LVP REIT, including, without limitation, asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent REIT, Parent OP and/or Parent Sub, defending any Third Party Claims or Claims by the Parent Indemnitees, consenting to, compromising or settling any such Claims, conducting negotiations with Parent REIT, Parent OP, Parent Sub and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation, (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent REIT, Parent OP, Parent Sub or any other Person, or by any federal, state or local Governmental Entity against the Representative and/or any of the Contributors or LVP REIT or the Escrow Units or Escrow Cash, and receive process on behalf of any or all Contributors and LVP REIT in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to any such claim, action, proceeding or investigation, (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, (D) settle or compromise any claims asserted under the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (v) to refrain from enforcing any right of any Contributors, LVP REIT and/or the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Contributors or LVP REIT unless such waiver is in writing signed by the waiving Contributors, LVP REIT or by the Representative (it being understood that no Contributor or LVP REIT shall have any right to directly assert any claim against the Representative); and (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions, the Escrow Agreement, and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder (i) the Representative and the Parent Indemnitees shall incur no responsibility whatsoever to any Contributor or LVP REIT by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document by the Representative, excepting only (in the case of the Representative only) responsibility for any act or failure to act by the Representative which represents bad faith or willful misconduct and (ii) the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Contributor or LVP REIT, except where such reliance is in bad faith or is a result of the Representative’s willful misconduct. Each Contributor and LVP REIT shall indemnify, pro rata based upon such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV), the Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as the Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Representative hereunder for its willful misconduct. In the event of any indemnification under this clause (b), upon written notice from the Representative to the Contributor or LVP REIT as to the existence of a deficiency toward the payment of any such indemnification amount, each Contributor and LVP REIT shall promptly deliver to the Representative full payment of its, his or her ratable share of the amount of such deficiency, in accordance with such Contributor’s Applicable Percentage Interest (or in the case of LVP REIT, the combined Applicable Percentage Interest of LVP OP and Pro-DFJV). (c) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing and/or any termination of this Agreement and/or the Escrow Agreement. (d) Parent REIT, Parent OP and Parent Sub shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the Contributors. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Contributor or LVP REIT, and (ii) shall survive the consummation of the Closing. (f) Upon the written request of any Contributor or LVP REIT, the Representative shall provide such Contributor or LVP REIT with an accounting of all monies received and distributed by the Representative, in its capacity as the Representative, and shall provide such Contributor or LVP REIT with such other reasonable information regarding the Representative’s actions, in its capacity as the Representative, as such Contributor or LVP REIT may reasonably request.the