FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT III LP Dated as of [__________], 2014Lightstone Value Plus Real Estate Investment Trust III, Inc. • June 25th, 2014 • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT III LP (this “Agreement”) dated as of [__________], 2014, is entered into among LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMETN TRUST III, INC., a Maryland corporation, as general partner (the “General Partner”), LIGHTSTONE VALUE PLUS REIT III LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), LIGHTSTONE SLP III, LLC, a Delaware limited liability company (the “Special Limited Partner”), and the Limited Partners party hereto from time to time.
LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST III, INC. UP TO 30,000,000 SHARES OF COMMON STOCK FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • June 25th, 2014 • Lightstone Value Plus Real Estate Investment Trust III, Inc. • Real estate investment trusts • New York
Lightstone Value Plus Real Estate Investment Trust III, 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, 2014. 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 C
LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST III, INC. SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • June 25th, 2014 • Lightstone Value Plus Real Estate Investment Trust III, 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 [ ], 2014 (as may be amended, amended and restated or otherwise modified from time to time, the “Dealer Manager Agreement”), with Lightstone Value Plus Real Estate Investment Trust III, 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 Deale
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • June 25th, 2014 • Lightstone Value Plus Real Estate Investment Trust III, Inc. • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT, dated as of [_____], 2014 (this “Agreement”), is entered into among Orchard Securities, LLC (the “Dealer Manager”), Lightstone Value Plus Real Estate Investment Trust III, Inc. (the “Company”) and UMB Bank, N.A., a national banking association, as escrow agent (the “Escrow Agent”).
FORM OF PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • June 25th, 2014 • Lightstone Value Plus Real Estate Investment Trust III, Inc. • Real estate investment trusts • New York
Co-Brokers: As leasing agent for the Properties, Property Manager may cooperate with independent real estate brokers or agents. If Property Manager hires a co-broker in order to assist Property Manager in securing a tenant or if an opportunity is brought to Property Manager by an independent broker, Property Manager shall be paid in accordance with the Agreement and the co-broker’s commission will be the responsibility of Property Manager. If the co-broker’s fee would exceed what Property Manager would otherwise be entitled to pursuant to the above fee schedule, such co-broker’s commission may be paid only upon written approval of Owner.
ADVISORY AGREEMENT AMONG LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST III, INC., LIGHTSTONE VALUE PLUS REIT III LP AND LIGHTSTONE VALUE PLUS REIT III LLC Dated as of ________________, 2014Advisory Agreement • June 25th, 2014 • Lightstone Value Plus Real Estate Investment Trust III, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT, dated as of _____________, 2014 (this “Agreement”), is entered into among Lightstone Value Plus Real Estate Investment Trust III, Inc., a Maryland corporation (the “Company”), Lightstone Value Plus REIT III LP, a Delaware limited partnership (the “Operating Partnership”), and Lightstone Value Plus REIT III LLC, a Delaware limited liability company.
CONTRIBUTION AGREEMENT by and between LIGHTSTONE VALUE PLUS REIT III LP and LIGHTSTONE SLP III LLCContribution Agreement • June 25th, 2014 • Lightstone Value Plus Real Estate Investment Trust III, Inc. • Real estate investment trusts • New York
This Contribution Agreement (this “Agreement”), between Lightstone Value Plus REIT III LP, a Delaware limited partnership (the “OP”) and Lightstone SLP III LLC, a Delaware limited liability company (the “SLP”), is dated [ ], 2014.
