Warrant Holders Not Deemed Stockholders No holder of Warrants shall, as such, be entitled to vote or to receive dividends or be deemed the holder of Common Stock that may at any time be issuable upon exercise of such Warrants for any purpose whatsoever, nor shall anything contained herein be construed to confer upon the holder of Warrants, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings, or to receive dividends or subscription rights, until such Holder shall have exercised such Warrants and been issued shares of Common Stock in accordance with the provisions hereof.
Investors Investors will be instructed by the Dealer Manager or any Soliciting Dealer to remit the purchase price in the form of checks (“instruments of payment”) payable to the order of “UMB BANK, N.A., ESCROW AGENT FOR LIGHTSTONE REAL ESTATE INCOME TRUST.” By 12:00 p.m. Eastern the next business day after receipt of instruments of payment, the Escrow Agent shall be furnished with a list of the Investors who have paid for the Common Shares showing the name, address, tax identification number, number of Common Shares subscribed for, the amount paid and whether such Investors are New York Investors, Tennessee Investors or Pennsylvania Investors (the “List of Investors”). The information comprising the identity of Investors shall be provided to the Escrow Agent in the format set forth in the “List of Investors” attached hereto as Exhibit C. The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are New York Investors, Tennessee Investors or Pennsylvania Investors, and shall have no duty to independently determine or verify the same. Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. If any subscription agreement for the purchase of Common Shares solicited by a Soliciting Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and the related check for the purchase of Common Shares will be returned to the rejected subscriber within ten (10) business days from the date of rejection. If an Investor sends a check to the Dealer Manager or any Soliciting Dealer that does not conform to the subscription instructions, the Dealer Manager or Soliciting Dealer, as applicable, shall return the check directly to such Investor not later than the end of the next business day after the date on which the Dealer Manager or Soliciting Dealer, as applicable, received such check. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company or any other entity except as released to the Company pursuant to Section 3, Section 4 for New York Investors, Section 5 for Tennessee Investors or Section 6 for Pennsylvania Investors. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Escrow Agent will treat all Investor information as confidential.
Rights of Initial Stockholders in Escrow Shares 4.1 VOTING RIGHTS AS A STOCKHOLDER. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.
