FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE REAL ESTATE INCOME LP Dated as of [●], 2014Lightstone Real Estate Income Trust Inc. • November 24th, 2014 • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE REAL ESTATE INCOME LP (this “Agreement”) dated as of [●], 2014, is entered into among LIGHTSTONE REAL ESTATE INCOME TRUST INC., a Maryland corporation, as general partner (the “General Partner”), LIGHTSTONE REAL ESTATE INCOME LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), LIGHTSTONE SLP INCOME LLC, a Delaware limited liability company (the “Special Limited Partner”), and the Limited Partners party hereto from time to time.
LIGHTSTONE REAL ESTATE INCOME TRUST INC. UP TO 30,000,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENTDealer Manager Agreement • March 15th, 2016 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts • New York
Lightstone Real Estate Income Trust Inc. (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2015. The Company proposes to publicly offer: (a) in its primary offering (the “Primary Offering”) up to an aggregate of 30,000,000 shares of common stock, $0.01 par value per share (each, a “Common Share”), for a purchase price of $10.00 per Common Share, with a minimum purchase of 100 Common Shares, subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus; and (b) pursuant to its distribution reinvestment program (the “DRIP”, and together with the Primary Offering, the “Offering”), up to an aggregate of 10,000,000 Common Shares for a purchase price of $9.50 per Common Share. The Company reserves the right to reallocate the Common Shares between
LIGHTSTONE REAL ESTATE INCOME TRUST INC. SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • January 29th, 2015 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts
Orchard Securities, LLC, a Utah limited liability company (the “Dealer Manager”), entered into an exclusive dealer manager agreement dated as of [ ], 2015 (as may be amended, amended and restated or otherwise modified from time to time, the “Dealer Manager Agreement”), with Lightstone Real Estate Income Trust Inc., a Maryland corporation (the “Company”), pursuant to which the Dealer Manager has agreed to use its best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of up to an aggregate of 30,000,000 shares of Common Stock, $0.01 par value per share (the “Common Shares”), of the Company for a purchase price of $10.00 per Common Share, subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement.
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • January 29th, 2015 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT, dated as of [ ], 2015 (this “Agreement”), is entered into among Orchard Securities, LLC (the “Dealer Manager”), Lightstone Real Estate Income Trust Inc. (the “Company”) and UMB Bank, N.A., a national banking association, as escrow agent (the “Escrow Agent”).
ADVISORY AGREEMENT BETWEEN LIGHTSTONE REAL ESTATE INCOME TRUST INC. AND LIGHTSTONE REAL ESTATE INCOME LLC Dated as of March 4, 2015Advisory Agreement • March 15th, 2016 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts • New York
ADVISORY AGREEMENT AMONG LIGHTSTONE REAL ESTATE INCOME TRUST INC., LIGHTSTONE REAL ESTATE INCOME LP AND LIGHTSTONE REAL ESTATE INCOME LLC Dated as of [●], 2014Advisory Agreement • November 24th, 2014 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT, dated as of [●], 2014 (this “Agreement”), is entered into among Lightstone Real Estate Income Trust Inc., a Maryland corporation (the “Company”), Lightstone Real Estate Income LP, a Delaware limited partnership (the “Operating Partnership”), and Lightstone Real Estate Income LLC, a Delaware limited liability company.
FIRST AMENDMENT TO SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • March 28th, 2017 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts
This First Amedment to the Soliciting Dealer Agreement (the “First Amendment”), effective as of the 12th day of January, 2017, is entered into by and among Orchard Securities, LLC, a Utah limited liability company (the “Dealer Manager”) and the Soliciting Dealer (as defined in that certain Amended and Restated Dealer Manager Agreement, dated January 12, 2017 (as may be further amended, amended and restated or otherwise modified from time to time) between the Dealer Manager and Lightstone Real Estate Income Trust, Inc., a Maryland corporation (the “Company”)).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF RP MAXIMUS COVE, L.L.C. by and among REIT III COVE LLC, REIT IV COVE LLC, LSG COVE LLC and MAXIMUS COVE INVESTOR LLC Dated as of January 31, 2017Limited Liability Company Operating Agreement • August 14th, 2017 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of RP MAXIMUS COVE, L.L.C., (the “Company”), dated as of January 31, 2017 (this “Agreement”), by and among LSG COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022, as managing member (“Lightstone” or the “ManagingMember”), REIT III COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022 (“REIT III Member”), REIT IV COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022 (“REIT IV Member”), and MAXIMUS COVE INVESTOR LLC, a Delaware limited liability company having an address at c/o Maximus Real Estate Partners, LLC, One Maritime Plaza, Suite 1900, San Francisco, California 94111, as administrative member (“Maximus” or the “Administrative Mem
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • August 14th, 2017 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of March 31, 2017 (as amended, modified or restated from time to time in accordance herewith, this “Agreement”) of 40 EAST END AVE. PREF MEMBER LLC, a Delaware limited liability company (the “Company”), is entered into by and among SAYT MASTER HOLDCO LLC, a Delaware limited liability company (together with its permitted successors and assigns, “SAYT Member”), LIGHTSTONE REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“REIT Member”, and together with SAYT Member, the “Deciding Members”), and THE NON-MANAGING MEMBERS IDENTIFIED ON THE SIGNATURE PAGES ANNEXED HERETO (together with each of their permitted successors and assigns, each a “Non-Managing Member” and, collectively, the “Non-Managing Members”); SAYT Member, REIT Member, and the Non-Managing Members constitute all the members of the Company (SAYT Member, REIT Member, and the Non-Managing Members, together with their respective successors and permitted
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NYC ACQUISITIONS IV LLC As of NOVEMBER 25, 2015Limited Liability Company Agreement • March 15th, 2016 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts • New York
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of NYC ACQUISITIONS IV LLC, a Delaware limited liability company (the “Company”) is entered into as of November 25, 2015 (the “Effective Date”), between LSG FULTON STREET LLC, a Delaware limited liability company, as a Member (the “Developer Member”), and LIGHTSTONE REAL ESTATE INCOME TRUST INC., a Delaware limited partnership, as a Member (the “Preferred Member”).
LOAN TERMINATION AGREEMENTLoan Termination Agreement • April 5th, 2017 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts • New York
This LOAN TERMINATION AGREEMENT (this “Agreement”), dated as of March 31, 2017, is by and among The Lightstone Group, LLC, a Delaware limited liability company (“Lightstone”), Lightstone Real Estate Income Trust, Inc., a Maryland Corporation (the “REIT” and together with Lightstone, the “Parties” and individually, a “Party”).
DMA TERMINATION AGREEMENTDma Termination Agreement • April 5th, 2017 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts • New York
This DMA TERMINATION AGREEMENT (this “Agreement”), dated as of March 31, 2017, is by and among Orchard Securities, LLC, a Utah limited liability company ( “Orchard”), Lightstone Value Plus Real Estate INCOME Trust, Inc., a Maryland corporation (the “REIT” and together with Orchard, the “Parties” and individually, a “Party”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 28th, 2017 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of the 31st day of January, 2017, by and among REIT COVE LLC, a Delaware limited liability company (“Assignor”), REIT III COVE LLC, a Delaware limited liability company (“REIT III”), and REIT IV COVE LLC, a Delaware limited liability company (“REIT IV”, and together with REIT III, collectively, the “Assignees”).
AGREEMENT OF SALE AND PURCHASE (Membership Interests) by and among RP COVE, L.L.C. (“ROCKPOINT”),Agreement of Sale and Purchase • March 28th, 2017 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts • New York
THIS AGREEMENT OF SALE AND PURCHASE (as amended, modified, or supplemented from time to time in accordance with the terms hereof, this “Agreement”), dated as of September 29, 2016 (the “Effective Date”), is by and among RP COVE, L.L.C., a Delaware limited liability company (“Rockpoint”), REIT COVE LLC, a Delaware limited liability company (“Buyer”), and MAXIMUS COVE INVESTOR LLC, a Delaware limited liability company (“Maximus”).
LIGHTSTONE REAL ESTATE INCOME TRUST INC. UP TO 30,000,000 SHARES OF COMMON STOCK AMENDED AND RESTATED DEALER MANAGER AGREEMENTDealer Manager Agreement • January 12th, 2017 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts • New York
Lightstone Real Estate Income Trust Inc. (the “Company”) is a Maryland corporation that qualified to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ended December 31, 2015. The Company proposes to publicly offer: (a) in its primary offering (the “Primary Offering”) up to an aggregate of 30,000,000 shares of common stock, $0.01 par value per share (each, a “Common Share”), for a purchase price of $10.00 per Common Share, with a minimum purchase of 100 Common Shares, subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus; and (b) pursuant to its distribution reinvestment program (the “DRIP”, and together with the Primary Offering, the “Offering”), up to an aggregate of 10,000,000 Common Shares for a purchase price of $9.50 per Common Share. The Company reserves the right to reallocate the Common Shares between the Prima
Loan AgreementLoan Agreement • March 21st, 2016 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts
THIS LOAN AGREEMENT, dated as of March 18, 2016 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between The Lightstone Group, LLC, a Delaware limited liability company (the “Lender”), and Lightstone Real Estate Income Trust Inc., a Maryland corporation (the “Borrower”), provides that Lender agrees to loan to Borrower up to Thirty-Six Million and 00/100 Dollars ($36,000,000.00), on the terms provided in this Agreement (including all renewals, extensions or modifications hereof, the “Loan”).
