CONTRIBUTION AGREEMENT by and between LIGHTSTONE VALUE PLUS REIT III LP and LIGHTSTONE SLP III LLC
Exhibit 4.4
by and between
LIGHTSTONE VALUE PLUS REIT III LP
and
LIGHTSTONE SLP III LLC
This Contribution Agreement (this “Agreement”), between Lightstone Value Plus REIT III LP, a Delaware limited partnership (the “OP”) and Lightstone SLP III LLC, a Delaware limited liability company (the “SLP”), is dated [ ], 2014.
WHEREAS, Lightstone Value Plus Real Estate Investment Trust III, Inc., a Maryland corporation (the “REIT”) has filed a Registration Statement on Form S-11 (Registration No. 333-195292) (the “Registration Statement”) for an initial public offering (the “IPO”) of up to 30,000,000 shares of REIT common stock, par value $0.01 per share (“Common Shares”) in a primary offering at a price of $10.00 per Common Share, subject to the volume discounts and other special circumstances described in or otherwise provided in the Registration Statement, and up to 10,000,000 Common Shares pursuant to the REIT’s distribution reinvestment program at a price of $9.50 per Common Share; and
WHEREAS, the OP admitted the SLP as a special limited partner pursuant to the Agreement of Limited Partnership of Lightstone Value Plus REIT III LP, dated as of [ ], 2014 (the “OP LPA”);
NOW, THEREFORE, in consideration of the foregoing and the mutual premises, covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Contributions; Issuances of Subordinated Participation Interests. The SLP agrees semiannually to contribute to the OP cash or interests in real property of equivalent value (subject to the last sentence of this Section 1) in the amount of $50,000 for each $1,000,000 in subscriptions for Common Shares that the REIT shall have accepted in the IPO or any follow-on public offering of Common Shares (each, a “Follow-On Offering”). In consideration therefor, the OP agrees to issue to the SLP one Subordinated Participation Interest (as such term is defined in the OP LPA) for each $50,000 in cash or interests in real property of equivalent value that the SLP contributes. The SLP understands and agrees that if, pursuant to the first sentence of this Section 1, the SLP elects to contribute interests in real property, a majority of the REIT’s board of directors (the “Board”) (including a majority of the Board’s independent directors) shall determine the value of such interests in real property based on an appraisal obtained from a qualified independent real estate appraiser concerning the underlying real property.
2. Term of Agreement. This Agreement, unless earlier terminated by written consent of the parties hereto, shall continue in force until the later of: (a) the termination of the IPO; or (b) the earlier of (i) the termination of the last Follow-On Offering, or (ii) the determination by the Board not to undertake any Follow-On Offering or any additional Follow-On Offering, as the case may be.
3. Miscellaneous.
3.1 This Agreement may be amended only by written instrument duly executed by the parties hereto.
3.2 This Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to its choice of law rules.
3.3 This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
3.4 If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or a federal or state regulatory agency to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
| LIGHTSTONE VALUE PLUS REIT III LP | ||
| By: |
Lightstone Value Plus Real Estate Investment Trust III, Inc., its General Partner | |
| By: | ||
| Name: Xxxxx Xxxxxxxxxxxx | ||
| Title: Chief Executive Officer |
| LIGHTSTONE SLP III LLC | ||
| By: | ||
| Name: Xxxxx Xxxxxxxxxxxx | ||
| Title: Manager | ||
