AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT LPExchange Rights Agreement • July 14th, 2004 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT LP (this “Agreement”), dated as of June 29, 2004, 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. 20,000,000 SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE DEALER MANAGER AGREEMENTDealer Manager Agreement • July 14th, 2004 • Lightstone Value Plus Real Estate Investment Trust, Inc. • New York
FORM OF SOLICITING DEALERS AGREEMENT LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC.Soliciting Dealers Agreement • July 14th, 2004 • Lightstone Value Plus Real Estate Investment Trust, Inc. • 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 20,000,000 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, and (at the Company’s discretion, up to an additional 10,000,000 Shares, on a “best efforts” basis, if subscriptions for more than 20,000,000 Shares are received (the “Offering”). Unless otherwise defined, capitalized terms used herein shall have the sa
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 • July 14th, 2004 • Lightstone Value Plus Real Estate Investment Trust, Inc. • New York
This Advisory Agreement (this “Agreement”) dated as of [ ], 2004 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 • July 14th, 2004 • Lightstone Value Plus Real Estate Investment Trust, Inc. • New York
This management agreement (this “Management Agreement”) is made and entered into as of the day of [ ], 2004, 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”).
FORM OF LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. 600,000 SHARES OF COMMON STOCK $.01 PAR VALUE WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • July 14th, 2004 • Lightstone Value Plus Real Estate Investment Trust, Inc. • New York
