EXCHANGE RIGHTS AGREEMENTExchange Rights Agreement • August 14th, 2008 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
THIS EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of June __, 2008, is entered into by and among Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), Lightstone Value Plus REIT LP, a Delaware limited partnership (the “Operating Partnership”), and the Persons whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).
CONTRIBUTION AND CONVEYANCE AGREEMENTContribution and Conveyance Agreement • August 14th, 2008 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AND CONVEYANCE AGREEMENT (this “Agreement”), dated as of June 26, 2008, by and between ARBOR NATIONAL CJ, LLC, a New York limited liability company (“Transferor”), and LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“Transferee”).
TAX PROTECTION AGREEMENTTax Protection Agreement • August 14th, 2008 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS TAX PROTECTION AGREEMENT (“Agreement”), dated as of June 26, 2008, is made by LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“LVP”), PRIME OUTLETS ACQUISITION COMPANY LLC, a Delaware limited liability company (“POAC”), and AR PRIME HOLDINGS, LLC, a Delaware limited liability company (“ARP”) that will become a limited partner of LVP as a result of the Contribution (defined below).
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT LPAgreement of Limited Partnership • August 14th, 2008 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT LP (this “Amendment”) is made as of June 26, 2008 by and among Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “REIT”), as the General Partner of Lightstone Value Plus REIT LP., a Delaware limited partnership (the “Partnership”), Lightstone Value Plus REIT LLC, a Delaware limited liability company, as the Initial Limited Partner and sole existing limited partner of the Partnership, Lightstone SLP, LLC, a Delaware limited liability company, as Special General Partner of the Partnership, Arbor Mill Run JRM LLC, a Delaware limited liability company (“Arbor JRM”) and Arbor National CJ, LLC, a New York limited liability company (“Arbor CJ”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of April
CONTRIBUTION AND CONVEYANCE AGREEMENTContribution and Conveyance Agreement • August 14th, 2008 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AND CONVEYANCE AGREEMENT (this “Agreement”), dated as of June 26, 2008, by and among AR PRIME HOLDINGS LLC, a Delaware limited liability company (“Transferor”), LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“Transferee”), and LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation (the “REIT”).
TAX PROTECTION AGREEMENTTax Protection Agreement • August 14th, 2008 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS TAX PROTECTION AGREEMENT (“Agreement”), dated as of June 26, 2008, is made by LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“LVP”), and ARBOR NATIONAL CJ, LLC, a New York limited liability company (“ANCJ”) that will become a limited partner of LVP as a result of the Contribution (defined below).
TAX PROTECTION AGREEMENTTax Protection Agreement • August 14th, 2008 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS TAX PROTECTION AGREEMENT (“Agreement”), dated as of June 26, 2008, is made by LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“LVP”), and ARBOR MILL RUN JRM, LLC, a Delaware limited liability company (“AMR”) that will become a limited partner of LVP as a result of the Contribution (defined below).
