FORM OF LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. 30,000,000 SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE DEALER MANAGER AGREEMENTDealer Manager Agreement • November 23rd, 2004 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
FORM OF ADVISORY AGREEMENT AMONG LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., LIGHTSTONE VALUE PLUS REIT LP and LIGHTSTONE VALUE PLUS REIT LLCAdvisory Agreement • November 23rd, 2004 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This Advisory Agreement (this “Agreement”) dated as of [ ], 2004 is among Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), Lightstone Value Plus REIT LP, a Delaware limited partnership (the “OP”), and Lightstone Value Plus REIT LLC, a Delaware limited liability company (the “Advisor”). The Company and the OP are sometimes referred to herein collectively as the “Advisees” and each individually as an “Advisee.”
AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT LPLimited Partnership Agreement • November 23rd, 2004 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT LP (this “Agreement”), dated as of June 29, 2004, is entered into by and among LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation, as general partner (the “General Partner”), LIGHTSTONE VALUE PLUS REIT LLC, a Delaware limited liability company, as limited Partner (the “Initial Limited Partner”) and, THE LIGHTSTONE GROUP LLC, a New Jersey limited liability company, as special limited partner (the “Special Limited Partner”), and the Limited Partners party hereto from time to time.
FORM OF LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. 600,000 SHARES OF COMMON STOCK $.01 PAR VALUE WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • November 23rd, 2004 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
FORM OF SOLICITING DEALERS AGREEMENT LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC.Soliciting Dealers Agreement • November 23rd, 2004 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New Jersey
We have entered into an agreement (the “Dealer Manager Agreement”) which is a part hereof and attached hereto, with Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), under which we have agreed to use our best efforts to solicit subscriptions for the shares of Common Stock (the “Shares”) in the Company. The Company is offering to the public an aggregate maximum of up to 30,000,000 Shares at a price of $10 per Share on a “best efforts” basis, up to 4,000,000 Shares issued pursuant to the Distribution Reinvestment Program at a price of $9.50 per Share, up to 600,000 warrants (the “Warrants”), which may be issued to either us or you, and the 600,000 Shares issuable on exercise of the Warrants (the “Offering”). Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Registration Statement.
FORM OF ESCROW AGREEMENTEscrow Agreement • November 23rd, 2004 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • California
Lightstone Value Plus Real Estate Investment Trust, Inc., a corporation (the “Company”), will issue in a public offering (the “Offering”) its common stock (the “Stock”) pursuant to a Registration Statement on Form S-11 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”). Lightstone Securities, a corporation (the “Dealer Manager”), will act as dealer manager for the Offering. The Company is entering into this agreement with Trust Company of America (the “Escrow Agent”) to set forth the terms on which you, as Escrow Agent, will hold and disburse the proceeds from subscriptions from the purchase of Stock in the Offering until such time as subscriptions from non-affiliates of the Company have been received for Stock, resulting in total minimum capital raised of $10,000,000 (the “Required Capital”). Based upon your representation and warranty that you are, and at all times during the term of this agreement will be, deemed a “bank” as t
