LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. 30,000,000 SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE DEALER MANAGER AGREEMENT APRIL 22, 2005Dealer Manager Agreement • May 24th, 2005 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
Lightstone Value Plus Real Estate Investment Trust, Inc. (the “Company”), a Maryland corporation, intends to qualify as a real estate investment trust (a “REIT”) under federal income tax laws. The Company was formed on June 8, 2004, and is governed by the By-Laws (the “By-Laws”) and the Articles of Incorporation, (the “Articles”) in the form included as Exhibits to the Registration Statement, as described in Section 1(a) hereof (such By-Laws and Articles being hereinafter referred to as the “Organizational Documents”). The advisor to the Company is Lightstone Value Plus REIT LLC, a Delaware limited liability company (the “Advisor”). Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Articles.
ADVISORY AGREEMENT AMONG LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., LIGHTSTONE VALUE PLUS REIT LP and LIGHTSTONE VALUE PLUS REIT LLCAdvisory Agreement • May 24th, 2005 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This Advisory Agreement (this “Agreement”) dated as of April 22, 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 MANAGEMENT AGREEMENTManagement Agreement • May 24th, 2005 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This management agreement (this “Management Agreement”) is made and entered into as of the 22nd day of April, 2005, by and 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 together with the Company, the “Owner”), and LIGHTSTONE VALUE PLUS REIT MANAGEMENT LLC, a Delaware limited liability company (the “Manager”).
LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. 600,000 SHARES OF COMMON STOCK $.01 PAR VALUE WARRANT PURCHASE AGREEMENT April 22, 2005Warrant Purchase Agreement • May 24th, 2005 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This Warrant Purchase Agreement (the “Agreement”) is made by and between Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”) and Lightstone Securities, LLC, a New York limited liability company (the “Warrantholder”).
ESCROW AGREEMENTEscrow Agreement • May 24th, 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
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT LPAgreement of Limited Partnership • May 24th, 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 April 22, 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.
ContractSubordinated Distribution Agreement • May 24th, 2005 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This Agreement (this “Agreement”) is made as of the 22nd 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.
