Paul Hastings Sample Contracts

Contract (January 16th, 2018)

THIS THIRD AMENDMENT AND MATURITY EXTENSION AGREEMENT (this Agreement) dated as of January 12, 2018 is among ANADARKO PETROLEUM CORPORATION (the Borrower), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent) for the lenders party to the Credit Agreement referred to below (collectively, the Lenders); each of the existing Lenders under the Credit Agreement and signatory hereto that shall continue to be a Lender thereunder pursuant to the terms of Section 1 hereof (each, a Continuing Lender); BNP Paribas, DNB Capital LLC and UBS AG, Stamford Branch (each, an Exiting Lender; and each Exiting Lender and each Continuing Lender, each, an Existing Lender); and ABN AMRO Capital USA LLC, Canadian Imperial Bank of Commerce, New York Branch and HSBC Bank USA, N.A. (each, a New Lender). Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement.

Preferred Stock Purchase Agreement (January 11th, 2018)

PREFERRED STOCK PURCHASE AGREEMENT (the Agreement), dated as of January 7, 2018 by and between Alder BioPharmaceuticals, Inc., a Delaware corporation (the Company), and the buyers listed on the Schedule of Buyers attached hereto as Exhibit A (individually, together with its permitted designees and assigns, the Buyer and collectively, the Buyers). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

Viking Therapeutics – Viking Therapeutics, Inc. 12340 El Camino Real, Suite 250 San Diego, CA 92130 (January 9th, 2018)

We have acted as counsel to Viking Therapeutics, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing by the Company of a Registration Statement on Form S-1, as amended (the "Registration Statement"), with the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), on or about the date hereof, with respect to the resale from time to time by the selling stockholders of the Company, as detailed in the Registration Statement (the "Selling Stockholders"), of up to 1,987,337 shares of the Company's common stock, par value $0.00001 per share (the "Shares"), which are issuable upon exercise of warrants issued by the Company to the Selling Stockholders on June 19, 2017 (the "Warrants") pursuant to the Securities Purchase Agreement, dated as of June 14, 2017, by and among the Company and the purchasers identified on the signature pages thereto (the "Securities Purchase Agreement").

VORNADO REALTY TRUST (A Maryland Real Estate Investment Trust) 5.25% Series M Cumulative Redeemable Preferred Shares of Beneficial Interest (Liquidation Preference $25.00 Per Share) UNDERWRITING AGREEMENT Dated: December 4, 2017 (December 13th, 2017)
Sorrento Therapeutics, Inc. – Securities Purchase Agreement (December 11th, 2017)

THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is dated this 11th day of December, 2017, by and among SORRENTO THERAPEUTICS, INC., a Delaware corporation (the "Company"), and the purchasers identified on Schedule A hereto (each, a "Purchaser" and collectively, the "Purchasers").

Okta, Inc. – Contract (December 6th, 2017)

This Office Lease (the "Lease"), dated as of the date (the "Effective Date") set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between KR 100 FIRST STREET OWNER, LLC, a Delaware limited liability company ("Landlord"), and OKTA, INC., a Delaware corporation ("Tenant").

Settlement Agreement (November 28th, 2017)

This Settlement Agreement (this "Agreement") is made and entered into as of November 27, 2017, by and among Peregrine Pharmaceuticals, Inc. (the "Company") and the entities and natural persons listed on Exhibit A hereto (collectively, the "Ronin Group") (each of the Company, on the one hand, and the Ronin Group, on the other hand, a "Party" to this Agreement, and collectively, the "Parties").

Project Gotham Commitment Letter (November 27th, 2017)

You have advised Royal Bank of Canada ("Royal Bank"), RBC Capital Markets* ("RBCCM" and, together with Royal Bank, "RBC"), Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate "CS"), Credit Suisse Securities (USA) LLC ("CS Securities" and, together with CS "Credit Suisse"), Barclays Bank PLC ("Barclays") and Citi (as defined below, and together with RBC, Credit Suisse and Barclays, the "Commitment Parties", "we" or "us") that Meredith Corporation (the "Company" or "you"), intends to acquire (the "Acquisition"), directly or indirectly, all of the equity interests of an entity previously disclosed to us as "Tribeca", a Delaware corporation (together with its subsidiaries, the "Target") pursuant to the terms of that certain Agreement and Plan of Merger to be entered into by and among the Target, the Company and a newly-formed direct wholly-owned subsidiary of the Company to be determined ("Merger Sub") (together with all exhibits, schedules and discl

Project Gotham Commitment Letter (November 27th, 2017)

You have advised Royal Bank of Canada ("Royal Bank"), RBC Capital Markets* ("RBCCM" and, together with Royal Bank, "RBC"), Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate "CS"), Credit Suisse Securities (USA) LLC ("CS Securities" and, together with CS "Credit Suisse"), Barclays Bank PLC ("Barclays") and Citi (as defined below, and together with RBC, Credit Suisse and Barclays, the "Commitment Parties", "we" or "us") that Meredith Corporation (the "Company" or "you"), intends to acquire (the "Acquisition"), directly or indirectly, all of the equity interests of an entity previously disclosed to us as "Tribeca", a Delaware corporation (together with its subsidiaries, the "Target") pursuant to the terms of that certain Agreement and Plan of Merger to be entered into by and among the Target, the Company and a newly-formed direct wholly-owned subsidiary of the Company to be determined ("Merger Sub") (together with all exhibits, schedules and discl

Third Amendment To (November 20th, 2017)

THIS THIRD Amendment to Credit Agreement (this "Third Amendment") dated as of November 17, 2017 is among MURPHY OIL CORPORATION, a Delaware corporation (the "Company"), MURPHY EXPLORATION & PRODUCTION COMPANY - INTERNATIONAL ("Expro-Intl."), a Delaware corporation, MURPHY OIL COMPANY LTD., a Canadian corporation ("MOCL" and, together with the Company and Expro-Intl., collectively, the "Borrowers"); the undersigned Guarantors; JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the "Administrative Agent") for the lenders party to the Credit Agreement referred to below (collectively, the "Lenders"); and the undersigned Lenders (including the New Lenders (as defined below)) and Issuing Banks.

CareDx, Inc. – Amendment No. 1 to Registration Rights Agreement (November 15th, 2017)
Linn Energy – First Amendment to Credit Agreement (November 14th, 2017)

This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of September 29, 2017, is among LINN ENERGY HOLDCO II LLC, a Delaware limited liability company (the "Borrower"); LINN ENERGY HOLDCO LLC, a Delaware limited liability company (the "Parent"); LINN ENERGY, INC., a Delaware corporation ("Holdings"); each of the undersigned guarantors (the "Guarantors", and together with the Borrower, the Parent and Holdings, the "Obligors"); ROYAL BANK OF CANADA, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and as the Issuing Bank; and the Lenders signatory hereto.

Sorrento Therapeutics, Inc. – License and Transfer Agreement (November 9th, 2017)

This LICENSE AND TRANSFER AGREEMENT (this "Agreement") is made as of August 15, 2017 (the "Effective Date"), by and between TNK Therapeutics, Inc., a Delaware corporation and a majority owned subsidiary of Sorrento Therapeutics, Inc. ("TNK"), Sorrento Therapeutics, Inc. a Delaware corporation ("Sorrento"), and Celularity, Inc., a Delaware corporation ("Celularity").

Navistar International Corp. – CREDIT AGREEMENT Dated as of November 6, 2017, Among NAVISTAR, INC., as Borrower, NAVISTAR INTERNATIONAL CORPORATION, THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent JPMORGAN CHASE BANK, N.A., GOLDMAN SACHS LENDING PARTNERS LLC and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners $1,600,000,000 Senior Secured Term Loan Facility (November 8th, 2017)

CREDIT AGREEMENT dated as of November 6, 2017, among NAVISTAR, INC., a Delaware corporation (the Borrower), NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation (Parent), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.

MiFi (Novatel Wireless, Inc) – Note Purchase Agreement (November 7th, 2017)

This Note Purchase Agreement (the "Agreement"), dated as of August 23, 2017, is entered into by and among Inseego Corp., a Delaware corporation (the "Company"), and the holders of the Company's Notes (as defined below) identified on the signature pages hereto (collectively, the "Sellers"). The Company and each Seller are referred to herein as the "Parties" and each a "Party."

KKR Real Estate Finance Trust Inc. – AMENDED & RESTATED MASTER REPURCHASE AGREEMENT Dated as of November 1, 2017 Among KREF LENDING III LLC AND KREF LENDING III TRS LLC as Sellers, and GOLDMAN SACHS BANK USA, as Buyer (November 7th, 2017)

This AMENDED & RESTATED MASTER REPURCHASE AGREEMENT, dated as of November 1, 2017, is by and among KREF LENDING III LLC, a Delaware limited liability company (together with its successors and permitted assigns, "QRS Seller"), KREF LENDING III TRS LLC, a Delaware limited liability company (together with its successors and permitted assigns, "TRS Seller"; together with QRS Seller, the "Sellers" and each a "Seller") and GOLDMAN SACHS BANK USA, a New York chartered bank (together with its successors and permitted assigns, "Buyer"), and amends and restates that certain Master Repurchase Agreement dated as of September 30, 2016 by and among QRS Seller, TRS Seller and Buyer.

ASSET PURCHASE AGREEMENT Between RTI SURGICAL, INC., A&E ADVANCED CLOSURE SYSTEMS, LLC and ALTO DEVELOPMENT CORP. (As Guarantor) Dated as of August 3, 2017 (November 3rd, 2017)

This Asset Purchase Agreement (this Agreement), dated as of August 3, 2017 (the Closing Date), is entered into between RTI Surgical, Inc., a Delaware corporation (Seller), A&E Advanced Closure Systems, LLC, a Delaware limited liability company (Buyer), solely in its capacity as guarantor of Buyer, Alto Development Corp., a New Jersey corporation (Guarantor), and solely for purposes of Section 6.13, Vance Street Capital II, L.P., a Delaware limited partnership.

Atlassian Corp Plc – LEASE by and Between MV CAMPUS OWNER, LLC, a Delaware Limited Liability Company ("Landlord") and ATLASSIAN, INC., a Delaware Corporation ("Tenant") Dated October 25, 2017 for Premises Located At (October 30th, 2017)

The following Basic Lease Information is incorporated in and made a part of the Lease to which it is attached. If there is any conflict between the Basic Lease Information and the remainder of the Lease, the Basic Lease Information shall control.

Delphi Technologies PLC – CREDIT AGREEMENT Dated as of September 7, 2017 Among DELPHI JERSEY HOLDINGS PLC, as Parent, DELPHI POWERTRAIN CORPORATION, as U.S. Parent Borrower, the Subsidiary Borrowers Party Hereto, the Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, GOLDMAN SACHS BANK USA and BARCLAYS BANK PLC, as Co-Syndication Agents, BANK OF AMERICA, N.A. CITIBANK, N.A. And DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, GOLDMAN SACHS BANK USA, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC. And DEUTSCHE (October 16th, 2017)

CREDIT AGREEMENT dated as of September 7, 2017, (this Agreement) among DELPHI JERSEY HOLDINGS PLC, a public limited company incorporated under the laws of Jersey (Parent), DELPHI POWERTRAIN CORPORATION, a Delaware corporation, and a wholly owned subsidiary of Parent (the U.S. Parent Borrower), the SUBSIDIARY BORROWERS (as defined herein) from time to time party hereto, the LENDERS from time to time party hereto, the ISSUING BANKS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Vanguard Natural Resources Llc Pfd. Series A – Execution Version #4842-7987-2321 BACKSTOP COMMITMENT AND EQUITY INVESTMENT AGREEMENT AMONG VANGUARD NATURAL RESOURCES, LLC AND THE COMMITMENT PARTIES PARTY HERETO Dated as of February 24, 2017 (October 13th, 2017)
Vanguard Natural Resources Llc Pfd. Series A – AMENDED AND RESTATED BACKSTOP COMMITMENT AGREEMENT THIS BACKSTOP COMMITMENT AND EQUITY INVESTMENT AGREEMENT (This "Agreement"), Dated as of February 24, 2017 (And Amended and Restated as of May 23. 2017), Is Made by and Among Vanguard Natural Resources, LLC, a Delaware Limited Liability Company and the Ultimate Parent of Each of the Other Debtors (As the Debtor in Possession and a Reorganized Debtor, as Applicable, the "Company"), on Behalf of Itself and Each of the Other Debtors (As Defined Below), on the One Hand, and Each Commitment Party (As Defined Below), on the Other Hand. The Company a (October 13th, 2017)
Parsley Energy – Fifth Amendment to Credit Agreement (October 11th, 2017)

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this Fifth Amendment) dated as of October 11, 2017, is among Parsley Energy, LLC, a Delaware limited liability company (the Borrower); Parsley Energy, Inc., a Delaware corporation (PEI), each of the undersigned guarantors (the Guarantors, and together with the Borrower, the Obligors); each of the Lenders party hereto; and Wells Fargo Bank, National Association (in its individual capacity, Wells Fargo), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent).

Viking Therapeutics – Purchase Agreement (September 29th, 2017)

PURCHASE AGREEMENT (the "Agreement"), dated as of September 28, 2017, by and between VIKING THERAPEUTICS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor").

Viking Therapeutics – Registration Rights Agreement (September 29th, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 28, 2017, by and between VIKING THERAPEUTICS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

Viking Therapeutics – Purchase Agreement (September 29th, 2017)

PURCHASE AGREEMENT (the "Agreement"), dated as of September 28, 2017, by and between VIKING THERAPEUTICS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor").

Linn Energy – Credit Agreement Dated as of August 4, 2017, Among Linn Energy Holdco Ii Llc, as Borrower, Linn Energy Holdco Llc, as Parent, Linn Energy, Inc., as Holdings Royal Bank of Canada, as Administrative Agent, Citibank, N.A., as Syndication Agent, Barclays Bank Plc Jpmorgan Chase Bank, N.A. Morgan Stanley Senior Funding, Inc., and Pnc Bank National Association, as Co-Documentation Agents and the Lenders Party Hereto From Time to Time Joint Lead Arrangers and Joint Book Runners Rbc Capital Markets Citigroup Global Markets, Inc. (September 26th, 2017)

THIS CREDIT AGREEMENT dated as of August 4, 2017, is among Linn Energy Holdco II LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the Borrower); Linn Energy Holdco LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (Parent); Linn Energy, Inc., a corporation duly formed and existing under the laws of the State of Delaware (Holdings); each of the Lenders from time to time party hereto; Royal Bank of Canada (in its individual capacity, RBC), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent); Citibank, N.A., as syndication agent for the Lenders (the Syndication Agent) and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and PNC Bank National Association, as co-documentation agents for the Lenders (collectively, the Documentation Agents).

Navistar International Corp. – Amendment No. 1 (September 19th, 2017)

THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement), dated as of May 27, 2016, as amended by Amendment No. 1, dated as of September 18, 2017, among NAVISTAR FINANCIAL CORPORATION, a Delaware corporation (the US Borrower) and NAVISTAR FINANCIAL, S.A. DE C.V., SOCIEDAD FINANCIERA DE OBJETO MULTIPLE, ENTIDAD REGULADA, a Mexican corporation (the Mexican Borrower; together with the US Borrower, the Borrowers), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., as Syndication Agent.

Amendment No. 5 to the Abl Credit Agreement (September 8th, 2017)

This CREDIT AGREEMENT (Agreement) is entered into as of January 13, 2012, among NUMBER MERGER SUB, INC., a California corporation and the initial Borrower (which on the Effective Date shall be merged with and into 99 CENTS ONLY STORES LLC (f/k/a 99C/ ONLY STORES), a California corporationlimited liability company (the Company), with the Company surviving such merger as the successor Borrower), NUMBER HOLDINGS, INC., a Delaware corporation (Holdings), ROYAL BANK OF CANADA, as administrative agent (in such capacity, including any successor thereto, the Administrative Agent) and as collateral agent (in such capacity, including any successor thereto, the Collateral Agent) under the Loan Documents, TPG SPECIALTY LENDING, INC., as agent for the FILO Lenders as of the Amendment No. 5 Effective Date (in such capacity, including any successor thereto, the FILO Agent), and each lender from time to time party hereto (collectively, the Lenders and individually, a Lender).

Okta, Inc. – Second Amendment to Sublease (September 8th, 2017)

THIS SECOND AMENDMENT TO SUBLEASE (this "Second Amendment") is made and effective as of September 9, 2016 (the "Effective Date") by and between Dropbox, Inc., a Delaware corporation ("Sublessor") and Okta, Inc., a Delaware corporation ("Sublessee").

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 25, 2017 Among THE WILLIAM CARTER COMPANY, as U.S. Borrower, THE GENUINE CANADIAN CORP., as Canadian Borrower, CARTERS HOLDINGS B.V., as Dutch Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, U.S. Dollar Facility Swing Line Lender, U.S. Dollar Facility L/C Issuer and Collateral Agent, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent, a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, J.P. MORGAN EUROPE LIMITED, as European Agent, JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as (August 31st, 2017)

This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement) is entered into as of August 25, 2017 (the Closing Date or the Fourth Restatement Date), among THE WILLIAM CARTER COMPANY, a Massachusetts corporation (the U.S. Borrower), the Canadian Borrower (as defined), CARTERS HOLDINGS B.V., having its official seat (statutaire zetel) in Amsterdam, the Netherlands, registered with the Dutch trade register under number 63530201 (Dutch Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), JPMORGAN CHASE BANK, N.A., as Administrative Agent, U.S. Dollar Facility Swing Line Lender (in such capacity, the U.S. Dollar Facility Swing Line Lender), U.S. Dollar Facility L/C Issuer (as defined) and Collateral Agent (in such capacity, the Collateral Agent), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent, a Multicurrency Facility Swing Line Lender (as defined) and a Multicurrency Facility L/C Issuer (as defined), J.P. MORGAN

CareDx, Inc. – August 25, 2017 94656.00001 (August 25th, 2017)

We have acted as counsel to CareDx, Inc., a Delaware corporation (the Company), in connection with the preparation and filing by the Company of a Registration Statement on Form S-1 (the Registration Statement) with the U.S. Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), on or about the date hereof, with respect to the resale from time to time by the selling stockholders of the Company, as detailed in the Registration Statement (the Selling Stockholders), of up to 2,814,299 shares of the Companys common stock, par value $0.001 per share (Common Stock), which are comprised of: (i) 1,022,544 shares of Common Stock (the Shares) issued by the Company to the Selling Stockholders on July 3, 2017 pursuant to the terms of those certain Third Amendments to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017 by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Hol

LGL Group, Inc. – [Form Of] SUBSCRIPTION AND INFORMATION AGENT AGREEMENT (August 21st, 2017)

This Subscription and Information Agent Agreement (this Agreement) is entered into as of this 17th day of August, 2017 by and between The LGL Group, Inc., a Delaware corporation (the Company), and Broadridge Corporate Issuer Solutions, Inc., a company having its principal offices in Philadelphia, Pennsylvania (Broadridge).

Lightstone Real Estate Income Trust Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF RP MAXIMUS COVE, L.L.C. By and Among REIT III COVE LLC, REIT IV COVE LLC, LSG COVE LLC and MAXIMUS COVE INVESTOR LLC Dated as of January 31, 2017 (August 14th, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of RP MAXIMUS COVE, L.L.C., (the "Company"), dated as of January 31, 2017 (this "Agreement"), by and among LSG COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022, as managing member ("Lightstone" or the "ManagingMember"), REIT III COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022 ("REIT III Member"), REIT IV COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022 ("REIT IV Member"), and MAXIMUS COVE INVESTOR LLC, a Delaware limited liability company having an address at c/o Maximus Real Estate Partners, LLC, One Maritime Plaza, Suite 1900, San Francisco, California 94111, as administrative member ("Maximus" or the "Administrative Mem

Adomani, Inc. – Contract (August 14th, 2017)

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

Lightstone Value Plus Real Estate Investment Trust III, Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF RP MAXIMUS COVE, L.L.C. By and Among REIT III COVE LLC, REIT IV COVE LLC, LSG COVE LLC and MAXIMUS COVE INVESTOR LLC Dated as of January 31, 2017 (August 14th, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of RP MAXIMUS COVE, L.L.C., (the "Company"), dated as of January 31, 2017 (this "Agreement"), by and among LSG COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022, as managing member ("Lightstone" or the "ManagingMember"), REIT III COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022 ("REIT III Member"), REIT IV COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022 ("REIT IV Member"), and MAXIMUS COVE INVESTOR LLC, a Delaware limited liability company having an address at c/o Maximus Real Estate Partners, LLC, One Maritime Plaza, Suite 1900, San Francisco, California 94111, as administrative member ("Maximus" or the "Administrative Mem