AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT LPExchange Rights Agreement • February 22nd, 2005 • 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 [ ], 2005, 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. 30,000,000 SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE DEALER MANAGER AGREEMENTDealer Manager Agreement • February 22nd, 2005 • 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 • February 22nd, 2005 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This Advisory Agreement (this “Agreement”) dated as of [ ], 2005 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.”
FORM OF LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. 600,000 SHARES OF COMMON STOCK $.01 PAR VALUE WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • February 22nd, 2005 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
FORM OF ESCROW AGREEMENTForm of Escrow Agreement • February 22nd, 2005 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • California
Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland 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, LLC, a Delaware limited liability Company (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 at least 1,000,000 shares of Stock, resulting in total minimum capital raised of $10,000,000 (subject to any applicable volume discounts) within one year from the date of the prospectus conta
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 22nd, 2005 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This Indemnification Agreement (this “Agreement”) is made as of the day of , 2005, by and among [ ] (the “Indemnitee”), David Lichtenstein and Lightstone Value Plus Real Estate Trust, Inc., a Maryland corporation (the “Company” and, together with David Lichtenstein, the “Indemnitors”).
