AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT LPExchange Rights Agreement • April 4th, 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, LIGHTSTONE SLP, LLC, a Delaware limited liability company, as special general partner (the “Special General Partner”), and the Limited Partners party hereto from time to time.
FORM OF SOLICITING DEALERS AGREEMENT LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC.Soliciting Dealers Agreement • April 4th, 2005 • 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 ADVISORY AGREEMENT AMONG LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., LIGHTSTONE VALUE PLUS REIT LP and LIGHTSTONE VALUE PLUS REIT LLCAdvisory Agreement • April 4th, 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 AGREEMENT TO BE EXECUTED AS OF EFFECTIVE DATEForm of Agreement • April 4th, 2005 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This Agreement (this “Agreement”) is made as of the 1st day of April, 2005, by and among Lightstone Value Plus REIT LP, a Delaware limited partnership (the “OP”), Lightstone SLP, LLC, a Delaware limited liability company (the “Company”), and David Lichtenstein, in his individual capacity.
