0001144204-15-004424 Sample Contracts

LIGHTSTONE REAL ESTATE INCOME TRUST INC. SOLICITING DEALER AGREEMENT
Soliciting 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.

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SUBSCRIPTION ESCROW AGREEMENT
Subscription 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 [●], 2015
Advisory Agreement • January 29th, 2015 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts • New York

THIS ADVISORY AGREEMENT, dated as of [●], 2015 (this “Agreement”), is entered into between Lightstone Real Estate Income Trust Inc., a Maryland corporation (the “Company”) and Lightstone Real Estate Income LLC, a Delaware limited liability company.

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