LIMITED
      LIABILITY COMPANY AGREEMENT

    OF

    WHITFIELD
      SARASOTA LLC 

    


    


    THIS
      LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”)
      of
Whitfield
      Sarasota LLC
      (the
“Company”),
      is
      entered into by Lightstone Sarasota Industrial LLC, a Delaware limited liability
      company, as the managing member (the “Managing
      Member”),
      and
      LVP Sarasota Industrial LLC, a Delaware limited liability company (”LVP”;
      together with the Managing Member, collectively, the “Members”
and
      individually, a “Member”).
      LVP
      shall sometimes hereinafter also be referred to as the “Non-Managing
      Member.”
      Capitalized terms used and not otherwise defined herein have the meanings set
      forth on Schedule
      A
      hereto.

     

    RECITALS

     

    WHEREAS,
      the Company was formed on November 1, 2007 as
      a
      limited liability company under the Delaware Limited Liability Company Act,
      as
      amended from time to time (the “Act”);

     

    WHEREAS,
      the Non-Managing Member has acquired title to that certain real property located
      at 2150 Whitfield Avenue, Sarasota, FL 34243 (the “Property”), and the
      Non-Managing Member wishes to contribute the Property to the Company in
      accordance with the terms of this Agreement; and

     

    WHEREAS,
      the Members desire to state the terms and conditions of the
      Company.

     

    NOW
      THEREFORE, in consideration of the premises and the agreements herein contained,
      the Members hereby agree as follows:

     

    Section
      1. Name.

     

    The
      name
      of the limited liability company heretofore formed and continued hereby is
      WHITFIELD SARASOTA LLC.

     

    Section
      2. Principal
      Business Office.

     

    The
      principal business office of the Company shall be located at 326 Third Street,
      Lakewood, NJ 08701, or such other location as may hereafter be determined by
      the
      Managing Member.

     

    Section
      3. Registered
      Office.

     

    The
      address of the registered office of the Company in the State of Delaware is
      c/o
      National Registered Agents, Inc., 160 Greentree Drive, Suite 101, in the City
      of
      Dover, County of Kent, Delaware 19904.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      4. Registered
      Agent.

     

    The
      name
      and address of the registered agent of the Company for service of process on
      the
      Company in the State of Delaware is National Registered Agents, Inc., 160
      Greentree Drive, Suite 101, in the City of Dover, County of Kent, Delaware
      19904. 

     

    Section
      5. Members.

     

    The
      mailing address of each Member is set forth on Schedule
      B
      attached
      hereto. The Members were admitted to the Company as members of the Company
      upon
      their execution of counterpart signature pages to this Agreement.

     

    The
      Members may act by written consent.

     

    Section
      6. Certificates.

     

    Joseph
      Teichman is hereby designated as an “authorized person” within the meaning of
      the Act, and executed, delivered and filed the Certificate of Formation of
      the
      Company with the Secretary of State of the State of Delaware, and such
      execution, delivery and filing is hereby approved and ratified. Upon the filing
      of the Certificate of Formation with the Secretary of State of the State of
      Delaware, his powers as an “authorized person” ceased, and the Managing Member
      thereupon became the designated “authorized person” and shall continue as the
      designated “authorized person” within the meaning of the Act. The Managing
      Member or an Officer shall execute, deliver and file any other certificates
      (and
      any amendments and/or restatements thereof) necessary for the Company to qualify
      to do business in any jurisdiction in which the Company may wish to conduct
      business.

     

    The
      existence of the Company as a separate legal entity shall continue until
      cancellation of the Certificate of Formation as provided in the
      Act.

     

    Section
      7. Purposes.
      The
      purpose conducted or promoted by the Company has been since its formation and
      will continue to be to engage in the following activities:

     

    (i) to
      acquire, improve, finance, hold, own, operate, rent, redevelop, sell, mortgage,
      exchange, convey, or otherwise dispose of the Property and to execute and
      deliver any documents and certificates or engage in all actions necessary and
      appropriate to accomplish the foregoing; and

     

    (ii) to
      engage
      in any lawful act or activity and to exercise any powers permitted to limited
      liability companies organized under the laws of the State of Delaware that
      are
      related or incidental to and necessary, convenient or advisable for the
      accomplishment of the above-mentioned purposes.

     

    (b)
      The
      Company, by or through the Managing Member, or any Officer on behalf of the
      Company, may enter into and perform the Basic Documents, all in accordance
      with
Article
      9
      hereof
      and without any further act, vote or approval of any other Person
      notwithstanding any other provision of this Agreement, the Act or applicable
      law, rule or regulation. The foregoing authorization shall not be deemed a
      restriction on the powers of the Managing Member or any Officer to enter into
      other agreements on behalf of the Company.

     

    
      
         

      

      
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    Section
      8. Powers.

     

    The
      Company, the Managing Member and the Officers of the Company on behalf of the
      Company, (i) shall have and exercise all powers necessary, convenient or
      incidental to accomplish its purposes as set forth in Section
      7
      and (ii)
      shall have and exercise all of the powers and rights conferred upon limited
      liability companies formed pursuant to the Act.

     

    Section
      9. Management.

     

    (a)
      Subject to Section
      9(d),
      the
      business and affairs of the Company shall be managed by or under the direction
      of the Managing Member.

     

    (b)
      Powers.
      Subject
      to Section
      9(d),
      the
      Managing Member shall have the power to do any and all acts necessary,
      convenient or incidental to or for the furtherance of the purposes described
      herein, including all powers, statutory or otherwise. Subject to Sections
      7 and 9,
      the
      Managing Member has the authority to bind the Company. Notwithstanding the
      foregoing, the parties expressly acknowledge that the
      adoption, modification or revocation of a Major Decision requires the Approval
      of the Non-Managing Member.

     

    (c)
      Managing
      Member as Agent.
      To the
      extent of its powers set forth in this Agreement and subject to Section
      9(d),
      the
      Managing Member is an agent of the Company for the purpose of the Company's
      business, and the actions of the Managing Member taken in accordance with such
      powers set forth in this Agreement shall bind the Company.

     

    (d)
      Major
      Decisions.
      Notwithstanding any other provisions of this Agreement, the Company and/or
      the
      Managing Member may not, without the Approval of the Non-Managing Member of
      the
      Company, take any of the following actions (each, a “Major
      Decision”):

     

    (i) borrow
      money or amend the terms and conditions of any financing of the Company in
      any
      material respect or make elections with respect to interest periods, interest
      rates or other material provisions under any such financing;

     

    (ii) lend
      money (whether on a secured or unsecured basis, but excluding trade
      debt);

     

    (iii) grant
      any
      mortgage, security interest or any other lien on any Property or any other
      assets of the Company;

     

    (iv) subject
      all or any part of any Property to a condominium statute or convert any Property
      to condominium or cooperative form of ownership;

     

    (v) except
      as
      otherwise provided herein, sell all or any portion of any Property;

     

    
      
         

      

      
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    (vi) seek
      or
      consent to any change in the zoning or other land use regulations affecting
      any
      Property or any permits or approvals granted thereunder if such change will
      materially adversely affect the value of the Property or the rights, interests
      or obligations of the parties under this Agreement;

     

    (vii) rebuild
      or reconstruct the improvements on the Property if they are substantially
      damaged by a fire or other casualty, except to the extent the Company is
      required to do so pursuant to any loan secured by the Property or except to
      the
      extent that the cost to rebuild or reconstruct the improvements is less than
      $500,000; 

     

    (viii) acquire
      any real property (other than the Property), any direct or indirect interest
      in
      real property, or any interest in any Person;

     

    (ix) assign,
      transfer, pledge, compromise or release any of the claims of or debts or
      insurance or condemnation proceeds due the Company exceeding $50,000 except
      in
      connection with the receipt by the Company of payment in full of such claims
      or
      debts;

     

    (x) dissolve
      the Company;

     

    (xi) effect
      any merger, consolidation or restructuring of the Company; 

     

    (xii) file
      or
      consent to the filing of any petition, either voluntary or involuntary, to
      take
      advantage of any applicable insolvency, bankruptcy, liquidation or
      reorganization statute, or make an assignment for the benefit of creditors
      with
      respect to either the Company or the Managing Member; 

     

    (xiii) purchase
      or redeem all or any portion of the interest of any Member in the Company,
      except as otherwise provided herein; 

     

    (xiv) form,
      directly or indirectly, any subsidiary (except as may be required by the Lender
      in connection with any financing or refinancing of the Property);

     

    (xv) amend
      or
      otherwise modify this Agreement or any of the organizational documents of the
      Company in any respect; 

     

    (xvi) enter
      into or conduct any business or operations other than in connection with the
      business of the Company as contemplated by Section
      7
      hereof
      or otherwise herein;

     

    (xvii) settle
      any casualty loss (except to the extent fully covered by insurance less any
      deductible) or condemnation claim in excess of $250,000;

     

    (xviii) settle
      any material litigation or threatened litigation;

     

    (xix) enter
      into any material contract or agreement that is not on then-prevailing market
      terms in all respects;

     

    
      
         

      

      
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    (xx) issue
      additional equity interests in itself; and

     

    (xxi) take
      any
      other actions which, pursuant to the terms of this Agreement, require Approval
      of all of the Members.

     

    (e)
      Deadlock
      Regarding Significant Decisions; Buy/Sell Option.
      In the
      event there is not a unanimous vote of the Members with respect to any Major
      Decision (a "Deadlock"),
      whether at a meeting of the Members or by an action by written consent in
      accordance with this Agreement, then within two (2) business days after such
      vote (or such consent is requested by a Member) each Member shall provide to
      the
      other Member a written notice describing in reasonable detail the reason for
      its
      position with respect to the Major Decision at issue. The Members shall then
      enter into good faith negotiations to amicably resolve such Deadlock and
      continue such negotiations for a period of at least five (5) business days
      (such
      period being the "Cooling-Off
      Period").
      If a
      Deadlock is not resolved during the Cooling-Off Period, then commencing on
      the
      business day following the date that the Cooling-Off Period shall have
      terminated (the "Termination
      Date"),
      each
      of the Members shall have the following rights:

     

    (i) either
      Member (the "Initiating
      Member")
      shall
      be entitled to deliver a written notice (the "Offer
      Notice")
      to the
      other (the "Deciding
      Member")
      specifying in such notice that the Initiating Member offers to purchase all,
      but
      not less than all, of the Membership Interests of the Deciding Member upon
      the
      terms and conditions specified in reasonable detail in the Offer Notice;
      and

     

    (ii) upon
      receipt of an Offer Notice, the Deciding Member shall have three (3) business
      days to deliver a written notice (the "Response
      Notice")
      to the
      Initiating Member specifying in the Response Notice either that:

     

    A. the
      Deciding Member has elected to sell all of its Membership Interests in the
      Company to the Initiating Member at the price and upon the terms and conditions
      specified in the Offer Notice, in which case, the Initiating Member shall
      purchase, and the Deciding Member shall sell, all of the Deciding Member's
      Membership Interests in the Company at the price and upon the terms and
      conditions specified in the Offer Notice; or

     

    B. the
      Deciding Member has elected to purchase all of the Initiating Member's
      Membership Interests in the Company at the Offer Price (as defined below) and
      upon the terms and conditions specified in the Offer Notice, in which case
      the
      Deciding Member shall purchase, and the Initiating Member shall sell, all of
      the
      Initiating Member's Membership Interests in the Company at the Offer Price
      and
      upon the terms and conditions specified in the Offer Notice.

     

    (iii) An
      Offer
      Notice shall only be valid if delivered on or after the Termination Date, and
      any Offer Notice delivered prior to such time shall be deemed null and void
      and
      have no force or effect. Each Member agrees that if an Offer Notice is not
      sent
      within five (5) business days following the Termination Date, then the Deadlock
      shall be deemed to have been amicably resolved and the proposed action that
      is
      the subject of the Deadlock shall be deemed to have been Approved by the
      Members.

     

    
      
         

      

      
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    (iv) Upon
      delivery of an Offer Notice to either Member, then the Deciding Member shall
      not
      be permitted to deliver a subsequent Offer Notice and any such subsequent Offer
      Notice shall be deemed null and void and have no force or effect; provided,
      however,
      that in
      the event that each Member shall have delivered to the other an Offer Notice
      on
      the same day (without regard to the time of day such Offer Notice is received)
      then, in such event, the Offer Notice which contains the lowest purchase price
      for the other's Membership Interest in the Company shall be deemed null and
      void
      and have no force or effect.

     

    (v) Notwithstanding
      any provision contained herein to the contrary, in the event that the Deciding
      Member has not delivered a Response Notice within the three (3) business day
      period provided for in Section 9(e)(ii)
      above,
      then for purposes of this Agreement the Deciding Member shall be deemed to
      have
      made the election specified in Section
      9(e)(ii)(A)
      above
      and thereafter the Deciding Member shall sell all of its Membership Interests
      in
      the Company to the Initiating Member at the price and upon the terms and
      conditions specified in the Offer Notice.

     

    (vi) The
      Members agree that irreparable damage would occur in the event any of the
      provisions of this Section
      9(e)
      were not
      performed in accordance with the terms hereof and that the Members shall be
      entitled to specific performance of the terms and provisions of this
Section
      9(e),
      in
      addition to any other remedy at law or equity. The Members further agree that
      time is of the essence with respect to any time periods set forth in this
Section
      9(e).

     

    (vii) For
      purposes of this Section
      9(e),
      the
      "Offer
      Price"
      means
      the product obtained when multiplying (i) the quotient obtained when dividing
      (x) the dollar amount of the price offered by the Initiating Member in the
      Offer
      Notice by (y) the Percentage of Membership Interest of the Deciding Member
      multiplied by 100, and (ii) the Percentage of Membership Interest of the
      Initiating Member multiplied by 100.

     

    Section
      10. Officers.

     

    (a)
      Officers.
      The
      initial Officers of the Company shall be designated by the Managing Member
      and
      shall consist of at least a president (the “President”)
      and a
      secretary (the “Secretary”).
      The
      Managing Member may also choose one or more vice presidents (each a
“Vice
      President”),
      assistant secretaries (each an “Assistant
      Secretary”)
      and
      assistant treasurers (each an “Assistant
      Treasurer”).
      Any
      number of offices may be held by the same person. The Managing Member may
      appoint such other Officers and agents as it shall deem necessary or advisable
      who shall hold their offices for such terms and shall exercise such powers
      and
      perform such duties as shall be determined from time to time by the Managing
      Member. The salaries of all Officers and agents of the Company shall be fixed
      by
      or in the manner prescribed by the Managing Member. The Officers of the Company
      shall hold office until their successors are chosen and qualified. Any Officer
      may be removed at any time, with or without cause, by the affirmative vote
      of
      the Managing Member. Any vacancy occurring in any office of the Company shall
      be
      filled by the Managing Member. The initial Officers of the Company designated
      by
      the Managing Member are listed on Schedule
      C
      hereto.

     

    
      
         

      

      
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    (b)
      President.
      The
      President shall be the chief executive officer of the Company, shall be
      responsible for the general and active management of the business of the Company
      and shall see that all orders and resolutions of the Company are carried into
      effect. The President or any other Officer authorized by the President or the
      Managing Member shall execute all bonds, mortgages and other contracts, except:
      (i) where required or permitted by law or this Agreement to be otherwise signed
      and executed, including Section
      7(b)
      (ii)
      where signing and execution thereof shall be expressly delegated by the Managing
      Member to some other Officer or agent of the Company, and (iii) as otherwise
      permitted in Section
      10(c).

     

    (c)
      Vice
      President.
      In the
      absence of the President or in the event of the President's inability to act,
      the Vice President, if any (or in the event there be more than one Vice
      President, the Vice Presidents in the order designated by the Managing Member,
      or in the absence of any designation, then in the order of their election),
      shall perform the duties of the President, and when so acting, shall have all
      the powers of and be subject to all the restrictions upon the President. The
      Vice Presidents, if any, shall perform such other duties and have such other
      powers as the Managing Member may from time to time prescribe.

     

    (d)
      Secretary
      and Assistant Secretary.
      The
      Secretary shall be responsible for filing legal documents and maintaining
      records for the Company. The Secretary shall attend all meetings of the Company
      and record all the proceedings of the meetings of the Company in a book to
      be
      kept for that purpose and shall perform like duties for the standing committees
      when required. The Secretary shall give, or shall cause to be given, notice
      of
      all meetings of the Member, if any, and shall perform such other duties as
      may
      be prescribed by the President, under whose supervision the Secretary shall
      serve. The Assistant Secretary, or if there be more than one, the Assistant
      Secretaries in the order determined by the Managing Member (or if there be
      no
      such determination, then in order of their election), shall, in the absence
      of
      the Secretary or in the event of the Secretary's inability to act, perform
      the
      duties and exercise the powers of the Secretary and shall perform such other
      duties and have such other powers as the Managing Member may from time to time
      prescribe

     

    (e)
      Officers
      as Agents.
      The
      Officers, to the extent of their powers set forth in this Agreement or otherwise
      vested in them by action of the Managing Member not inconsistent with this
      Agreement, are agents of the Company for the purpose of the Company's business
      and the actions of the Officers taken in accordance with such powers shall
      bind
      the Company.

     

    (f)
      Duties
      of Officers.
      Except
      to the extent otherwise provided herein, each Officer shall have a fiduciary
      duty of loyalty and care similar to that of directors and officers of business
      corporations organized under the General Corporation Law of the State of
      Delaware.

     

    Section
      11. Limited
      Liability.

     

    Subject
      to the terms of this Agreement, except as otherwise expressly provided by the
      Act, the debts, obligations and liabilities of the Company, whether arising
      in
      contract, tort or otherwise, shall be the debts, obligations and liabilities
      solely of the Company, and the Members shall not be obligated personally for
      any
      such debt, obligation or liability of the Company solely by reason of being
      a
      Member of the Company.

     

    
      
         

      

      
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    Section
      12. Capital
      Contributions.

     

    The
      Members have contributed to the Company property of an agreed value as listed
      on
Schedule
      B
      attached
      hereto in consideration of their respective Percentage Interests (hereinafter
      defined) in the Company. “Percentage
      Interest”
means
      the ownership
      interest
      of each Member
      in the
      Company (the “Membership
      Interests”),
      expressed as a percentage, as set forth on Schedule
      B.
      

     

    Section
      13. Additional
      Contributions.

     

    The
      Members are not required to make any additional capital contribution to the
      Company. However, the Members may make additional capital contributions to
      the
      Company at any time upon the written consent of the Members. To the extent
      that
      a Member makes an additional capital contribution to the Company, the Managing
      Member shall revise Schedule
      B
      of this
      Agreement accordingly. The provisions of this Agreement, including this
Section
      13,
      are
      intended to benefit the Members and, to the fullest extent permitted by law,
      shall not be construed as conferring any benefit upon any creditor of the
      Company and the Members shall not have any duty or obligation to any creditor
      of
      the Company to make any contribution to the Company or to issue any call for
      capital pursuant to this Agreement.

     

    Section
      14. Allocation
      of Profits and Losses.

     

    All
      items
      of Company profit, loss, gain, deduction and credit shall be allocated among
      the
      Members in proportion to their respective Percentage Interests.

     

    Section
      15. Distributions.

     

    (a)
      Distributions of Available Cash shall
      be
      distributed to the Members from time to time, as determined by the Managing
      Member. All
      distributions shall be made
      on
      a pro rata
      basis
      in
      accordance with each
      Member’s
      respective
      Percentage Interest. The Managing Member shall use its commercially reasonable
      efforts to distribute sufficient Available Cash to permit Lightstone
      Value Plus Real Estate Investment Trust, Inc. (the “REIT”),
      the
      indirect parent of the Managing Member, to satisfy its obligation to distribute
      annually to its stockholders at least 90% of its taxable income, subject to
      certain exclusions.
      Notwithstanding
      any provision to the contrary contained in this Agreement, the Company shall
      not
      be required to make a distribution to any Member on account of its interest
      in
      the Company if such distribution would violate the Act or any other applicable
      law or any Basic Document.

     

    (b)
      Notwithstanding anything to the contrary contained herein, the Managing Member
      shall be entitled to a one-time preferential distribution equal to 10 percent
      per annum on the agreed value of its capital contribution which amount shall
      be
      funded by a capital contribution by the Non-Managing Member. In the event such
      contribution is not made on or before December 31, 2007, the Percentage
      Interests of and Agreed Value of Capital Contribution of the Members shall
      be
      approximately adjusted to conform their economic interests.

     

    
      
         

      

      
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    Section
      16. Books
      and Records.

     

    (a)
      The
      Managing Member shall keep or cause to be kept complete and accurate books
      of
      account and records with respect to the Company's business. The books of the
      Company shall at all times be maintained by the Managing Member. The Members
      and
      their duly authorized representatives shall have the right to examine the
      Company books, records and documents during normal business hours. The Company,
      and the Managing Member on behalf of the Company, shall not have the right
      to
      keep confidential from the other Member any information that the Managing Member
      would otherwise be permitted to keep confidential from the Member pursuant
      to
      Section 18-305(c) of the Act. The Company's books of account shall be kept
      using
      the method of accounting determined by the Managing Member in accordance with
      generally accepted accounting principles in the United States of America and
      in
      a manner that will permit the REIT to satisfy any reporting requirements that
      state regulators may impose upon it. The Company's independent auditor, if
      any,
      shall be an independent public accounting firm selected by the Managing
      Member.

     

    (b)
      All
      funds of the Company shall be deposited in a bank account or accounts in the
      Company's name.

     

    Section
      17. Other
      Business.

     

    The
      Members and any Affiliate of the Members may engage in or possess an interest
      in
      other business ventures (unconnected with the Company) of every kind and
      description, independently or with others notwithstanding any other duty
      existing at law or in equity. The Company shall not have any rights in or to
      such independent ventures or the income or profits therefrom by virtue of this
      Agreement.

     

    Section
      18. Exculpation
      and Indemnification.

     

    (a)
      Neither the Members nor any Officer, employee or agent of the Company nor any
      employee, representative, agent or Affiliate of the Members nor any member
      of
      the board of directors of the REIT (collectively, the “Covered
      Persons”)
      shall,
      to the fullest extent permitted by law, be liable to the Company or any other
      Person who is bound by this Agreement for any loss, damage or claim incurred
      by
      reason of any act or omission performed or omitted by such Covered Person in
      good faith on behalf of the Company and in a manner reasonably believed to
      be
      within the scope of the authority conferred on such Covered Person by this
      Agreement, except that a Covered Person shall be liable for any such loss,
      damage or claim incurred by reason of such Covered Person's gross negligence
      or
      willful misconduct.

     

    (b)
      To
      the fullest extent permitted by applicable law, a Covered Person shall be
      entitled to indemnification from the Company for any loss, damage or claim
      incurred by such Covered Person by reason of any act or omission performed
      or
      omitted by such Covered Person in good faith on behalf of the Company and in
      a
      manner reasonably believed to be within the scope of the authority conferred
      on
      such Covered Person by this Agreement, except that no Covered Person shall
      be
      entitled to be indemnified in respect of any loss, damage or claim incurred
      by
      such Covered Person by reason of such Covered Person's gross negligence or
      willful misconduct with respect to such acts or omissions; provided, however,
      that
      any indemnity under this Section
      18
      by the
      Company shall be provided out of and to the extent of Company assets only,
      and
      the Members shall not have personal liability on account thereof and
provided further,
      that so
      long as any Obligation is outstanding, any indemnity payment from funds of
      the
      Company (as distinct from funds from other sources, such as insurance) of any
      indemnity under this Section
      18
      shall be
      subordinate to payments then due pursuant to the Basic Documents.

     

    
      
         

      

      
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    (c)
      To
      the fullest extent permitted by applicable law, expenses (including reasonable
      legal fees) incurred by a Covered Person defending any claim, demand, action,
      suit or proceeding shall, from time to time, be advanced by the Company prior
      to
      the final disposition of such claim, demand, action, suit or proceeding upon
      receipt by the Company of an undertaking by or on behalf of the Covered Person
      to repay such amount if it shall be determined that the Covered Person is not
      entitled to be indemnified as authorized in this Section
      18.

     

    (d)
      A
      Covered Person shall be fully protected in relying in good faith upon the
      records of the Company and upon such information, opinions, reports or
      statements presented to the Company by any Person as to matters the Covered
      Person reasonably believes are within such other Person's professional or expert
      competence and who has been selected with reasonable care by or on behalf of
      the
      Company, including information, opinions, reports or statements as to the value
      and amount of the assets, liabilities, or any other facts pertinent to the
      existence and amount of assets from which distributions to the Members might
      properly be paid.

     

    (e)
      To
      the extent that, at law or in equity, a Covered Person has duties (including
      fiduciary duties) and liabilities relating thereto to the Company or to any
      other Covered Person, a Covered Person acting under this Agreement shall not
      be
      liable to the Company or to any other Covered Person for its good faith reliance
      on the provisions of this Agreement or any approval or authorization granted
      by
      the Company or any other Covered Person. The provisions of this Agreement,
      to
      the extent that they restrict the duties and liabilities of a Covered Person
      otherwise existing at law or in equity, are agreed by the Members to replace
      such other duties and liabilities of such Covered Person.

     

    (f)
      The
      foregoing provisions of this Section
      18
      shall
      survive any termination of this Agreement.

     

    Section
      19. Assignments;
      Transfers.

     

    (a)
      Except as otherwise provided in this Agreement, (i) no Member may sell,
      transfer, assign, hypothecate, pledge or otherwise dispose of or encumber
      (including the grant of an option with respect to any of the foregoing),
      directly or indirectly (“Transfer”),
      all
      or any part of its Membership Interest or withdraw from the Company, and (ii)
      no
      Transfer of any direct or indirect interest in a Member shall be permitted,
      except (in the case of both clauses (i) and (ii)) with the Approval of the
      Managing Member, which Approval may be granted or withheld by the Managing
      Member in its sole and absolute discretion. 

     

    (b)
      Any
      Transfer not in compliance with the requirements of this Section
      19
      shall be
      void ab
      initio
      as
      against the Company and the other Members and shall be disregarded by all of
      the
      Members and the Company for all purposes of allocations and distributions
      hereunder. The Company shall be entitled to treat the record owner of a
      Membership Interest as the absolute owner thereof for all purposes and shall
      incur no liability to any purported transferee or any other Person for
      distributions of money or other property in good faith made to the record owner
      of such Membership Interest, unless and until all conditions of any Transfer
      shall have been fulfilled in accordance herewith to the satisfaction of the
      Company, subject to the Approval of the Managing Member which Approval may
      be
      granted or withheld by the Managing Member in its sole and absolute
      discretion.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    (c)
      Unless a transferee is substituted as a Member in accordance with this
Section
      19(c),
      the
      transferee shall not be entitled to any of the rights of a Member hereunder
      with
      respect to the Membership Interest transferred. A transferee of a Membership
      Interest may be substituted as a Member and shall thereupon be entitled to
      the
      rights of a Member with respect to such Membership Interest, only upon
      satisfaction of the following conditions, each of which may be waived by the
      Managing Member (except as to transfers of its own Membership Interest) in
      its
      sole discretion:

     

    (i) the
      transferor shall have granted the transferee the right to be substituted as
      a
      Member in its place;

     

    (ii) the
      Managing Member has Approved the Transfer in writing, which it may refuse to
      do
      for any reason or for no reason; 

     

    (iii) the
      transferee shall have paid, or made arrangement satisfactory to the Managing
      Member to pay, to the Company all costs and expenses incurred by the Company
      in
      connection with such substitution, including any costs incurred in amending
      this
      Agreement, the certificate of formation, if necessary, or any other document
      filed with respect to the Company in any jurisdiction; 

     

    (iv) the
      transferee shall have executed and delivered such instruments, in form and
      substance satisfactory to the Managing Member, as the Managing Member may deem
      to be necessary or desirable to effect such substitution and to confirm the
      agreement of the transferee to be bound by and subject to all of the terms
      and
      provisions of this Agreement and any other relevant agreements relating to
      the
      Company to which the transferor and the Company or other Members are
      parties;

     

    (v) such
      Transfer shall not result in the termination of the Company pursuant to Code
      Section 708;

     

    (vi) the
      Managing Member has received an opinion of the Company’s counsel that the
      proposed Transfer is permissible under all applicable federal or state
      securities laws and will not cause the Company to be classified other than
      as a
      partnership for federal income tax purposes or cause the Company to terminate
      for federal income tax purposes; and

     

    (vii) such
      assignment shall not result in a default or event of default under the Loan
      Documents or any other material instruments or agreements to which the Company
      is a party or to which the Property is subject and the Company and the Managing
      Member shall have obtained all consents to such assignment required pursuant
      to
      the Loan Documents.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    Section
      20. Resignation.

     

    Except
      as
      expressly provided in this Agreement, the Managing Member shall not resign
      or
      withdraw as managing member of the Company without the Approval of the other
      Members, which Approval may be withheld by such Members in their sole
      discretion.

     

    Section
      21. Admission
      of Additional Members.

     

    One
      or
      more additional members of the Company may be admitted to the Company with
      the
      written consent of the Managing Member; provided,
      however,
      that,
      notwithstanding the foregoing, so long as any Obligation remains outstanding,
      no
      additional Member may be admitted to the Company unless the Lender consents
      in
      writing.

     

    Section
      22. Dissolution.

     

    (a)
      The
      Company shall be dissolved, and its affairs shall be wound up upon the first
      to
      occur of the following: (i) the termination of the legal existence of the last
      remaining member of the Company or the occurrence of any other event which
      terminates the continued membership of the last remaining member of the Company
      in the Company unless the Company is continued without dissolution in a manner
      permitted by this Agreement or the Act or (ii) the entry of a decree of judicial
      dissolution under Section 18-802 of the Act. Upon the occurrence of any event
      that causes the last remaining member of the Company to cease to be a member
      of
      the Company or that causes the last remaining Member to cease to be a member of
      the Company (other than (i) upon an assignment by the last remaining Member
      of
      all of its limited liability company interest in the Company and the admission
      of the transferee pursuant to Sections
      19 and 21,
      or (ii)
      the resignation of the last remaining Member and the admission of an additional
      member of the Company pursuant to Sections
      20 and 21),
      to the
      fullest extent permitted by law, the personal representative of such member
      is
      hereby authorized to, and shall, within ninety (90) days after the occurrence
      of
      the event that terminated the continued membership of such member in the
      Company, agree in writing (i) to continue the Company and (ii) to the admission
      of the personal representative or its nominee or designee, as the case may
      be,
      as a substitute member of the Company, effective as of the occurrence of the
      event that terminated the continued membership of the last remaining Member
      in
      the Company.

     

    (b)
      In
      the event of dissolution, the Company shall conduct only such activities as
      are
      necessary to wind up its affairs (including the sale of the assets of the
      Company in an orderly manner), and the assets of the Company shall be applied
      in
      the manner, and in the order of priority, set forth in Section 18-804 of the
      Act.

     

    (c)
      The
      Company shall terminate when (i) all of the assets of the Company, after payment
      of or due provision for all debts, liabilities and obligations of the Company
      shall have been distributed to the Members in the manner provided for in this
      Agreement and (ii) the Certificate of Formation shall have been canceled in
      the
      manner required by the Act.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    Section
      23. Waiver
      of Partition; Nature of Interest.

     

    Except
      as
      otherwise expressly provided in this Agreement, to the fullest extent permitted
      by law, each Member hereby irrevocably waives any right or power that such
      Person might have to cause the Company or any of its assets to be partitioned,
      to cause the appointment of a receiver for all or any portion of the assets
      of
      the Company, to compel any sale of all or any portion of the assets of the
      Company pursuant to any applicable law or to file a complaint or to institute
      any proceeding at law or in equity to cause the dissolution, liquidation,
      winding up or termination of the Company. The Members shall not have any
      interest in any specific assets of the Company, and the Members shall not have
      the status of a creditor with respect to any distribution pursuant to
Section
      15
      hereof.
      The interests of the Members in the Company are personal property.

     

    Section
      24. Right
      to Force Sale of Property.
      Notwithstanding any provision contained herein to the contrary, at any time
      after seven (7) years from the date hereof, the Managing Member shall have
      the
      right to force the Company to dispose of the Property by delivering written
      notice thereof (a “Forced
      Sale Notice”)
      to the
      Non-Managing Member. Upon receipt of a Forced Sale Notice, the Non-Managing
      Member shall agree to the initiation of the sale of the Property by the Managing
      Member.

     

    Section
      25. INTENTIONALLY
      DELETED.
      

     

    Section
      26. Benefits
      of Agreement; No Third-Party Rights.

     

    None
      of
      the provisions of this Agreement shall be for the benefit of or enforceable
      by
      any creditor of the Company other than the Lender (for so long as any Obligation
      is outstanding) or by any creditor of the Members. Nothing in this Agreement
      shall be deemed to create any right in any Person (other than Covered Persons)
      not a party hereto, and this Agreement shall not be construed in any respect
      to
      be a contract in whole or in part for the benefit of any third
      Person.

     

    Section
      27. Severability
      of Provisions.

     

    Each
      provision of this Agreement shall be considered severable and if for any reason
      any provision or provisions herein are determined to be invalid, unenforceable
      or illegal under any existing or future law, such invalidity, unenforceability
      or illegality shall not impair the operation of or affect those portions of
      this
      Agreement which are valid, enforceable and legal.

     

    Section
      28. Entire
      Agreement.

     

    This
      Agreement constitutes the entire agreement of the parties with respect to the
      subject matter hereof.

     

    Section
      29. Governing
      Law.

     

    This
      Agreement shall be governed by and construed under the laws of the State of
      Delaware (without regard to conflict of laws principles), all rights and
      remedies being governed by said laws.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    Section
      30. Amendments.

     

    Except
      as
      provided in Section 9(d), this Agreement may be modified, altered, supplemented
      or amended pursuant to a written agreement executed and delivered by the
      Managing Member. Notwithstanding anything to the contrary in this Agreement,
      so
      long as any Obligation is outstanding, this Agreement may not be modified,
      altered, supplemented or amended unless the Lender consents in writing except:
      (i) to cure any ambiguity or (ii) to convert or supplement any provision in
      a
      manner consistent with the intent of this Agreement and the other Basic
      Documents.

     

    Section
      31. Counterparts.

     

    This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original of this Agreement and all of which together shall constitute
      one and the same instrument.

     

    Section
      32. Notices.

     

    Any
      notices required to be delivered hereunder shall be in writing and personally
      delivered, mailed or sent by telecopy, electronic mail or other similar form
      of
      rapid transmission, and shall be deemed to have been duly given upon receipt
      (a)
      in the case of the Company, to the Company at its address in Section
      2,
      (b) in
      the case of a Member, to such Member at its address as listed on Schedule
      B
      attached
      hereto and (c) in the case of either of the foregoing, at such other address
      as
      may be designated by written notice to the other party.

     

    Section
      33. Tax
      Matters.
      It is
      the intention of the Members that the Company shall be taxed as a "partnership"
      for federal, state, local and foreign income tax purposes. The Members shall
      take all reasonable actions, including the amendment of this Agreement and
      the
      execution of other documents, as may reasonably be required in order for the
      Company to qualify for and receive "partnership" treatment for Federal, state,
      local and foreign income tax purposes. The books and records of the Company
      shall be maintained by the Managing Member in accordance with generally accepted
      accounting principles, consistently applied, and Section 704(b) of the Internal
      Revenue Code of 1986, as amended (the “Code”)
      and
      the Regulations promulgated thereunder. A
      capital
      account shall be established and maintained by the Managing Member on behalf
      of
      each Member in accordance with the Treasury Regulation issued pursuant to
      Section 704(b) of the Code. The Managing Member shall be the “tax matters
      partner” as defined in Section 6231(a)(6) of the Code, with respect to the
      Company.

     

    Section
      34. Effectiveness.

     

    Pursuant
      to the Act, this Agreement shall be effective as of the execution of this
      Agreement.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    

 

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have
      duly executed this Limited Liability Company Agreement as of the
      15th day
      of
      November, 2007. 

     

    MEMBERS:

     

     

    
      	 	
              LIGHTSTONE
                SARASOTA INDUSTRIAL LLC,

            
	 	
              a
                Delaware limited liability company

            
	 	 	 	 	 
	 	
              By:

            	
              Lightstone
                Value Plus REIT LP, 

            
	
            	 	
              its
                sole member

            
	 	 	 	 	 
	 	
               

            	
              By:

            	
              Lightstone
                Value Plus Real Estate Investment Trust, Inc., 

            
	
            	 	 	
              a
                Maryland corporation, its general partner

            
	 	 	 	 	 
	 	 	 	 	 
	 	
               

            	
            	
              By:
                

            	  
	
            	 	 	 	
              Name:
                David Lichtenstein

            
	
            	 	 	 	
              Title:
                CEO

            
	 	 	 	 	 
	 	 	 	 	 
	 	
              LVP
                SARASOTA INDUSTRIAL LLC,

            
	 	
              a
                Delaware limited liability company

            
	 	 	 	 	 
	 	
              By:

            	
              Lightstone
                Holdings LLC,

            
	 	
            	
              its
                managing member

            
	 	 	 	 	 
	
               

            	
            	
              By:
                

            	 

	
               

            	
            	
            	
              Name:
                David Lichtenstein

            
	 	
            	
            	
              Title:
                CEO

            


    

    


    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    



    SCHEDULE
      A

    


    Definitions

     

    A. Definitions

     

    When
      used
      in this Agreement, the following terms not otherwise defined herein have the
      following meanings:

     

    “Act”
has
      the
      meaning set forth in the preamble to this Agreement.

     

    “Affiliate”
means,
      with respect to any Person, any other Person directly or indirectly Controlling
      or Controlled by or under direct or indirect common Control with such
      Person.

     

    “Agreement”
means
      this Limited Liability Company Agreement of the Company, together with the
      schedules attached hereto, as amended, restated or supplemented or otherwise
      modified from time to time.

     

    “Approval”
      (and
      any
      variation thereof) of a Member shall mean the prior written approval of such
      Member. Use of the term “reasonable” or “reasonably” in connection with the term
“Approval” or any variation thereof or with the term “satisfactory” means that
      such Approval shall not be withheld, conditioned or delayed unreasonably. Unless
      either of such terms is used in connection with the term “Approval” (or any
      variation thereof), such Approval may be granted or withheld in a Member’s (or
      its authorized representative’s) sole discretion.

     

    “Assistant
      Secretary”
has
      the
      meaning set forth in Section
      10(a).

     

    “Assistant
      Treasurer”
has
      the
      meaning set forth in Section
      10(a).

     

    “Available
      Cash”
means,
      at any particular time, all cash and cash items (from whatever source received)
      held by the Company at such time, to the extent such cash is not reasonably
      necessary (in the judgement of the Board) to cover (a) obligations or expenses
      of the Company at such time, or reserves for working capital and capital
      expenditures (taking into account expected revenues) anticipated within a
      reasonable period thereafter.

     

    “Bankruptcy”
means,
      with respect to any Person, if such Person (i) makes an assignment for the
      benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii)
      is
      adjudged a bankrupt or insolvent, or has entered against it an order for relief,
      in any bankruptcy or insolvency proceedings, (iv) files a petition or answer
      seeking for itself any reorganization, arrangement, composition, readjustment,
      liquidation or similar relief under any statute, law or regulation, (v) files
      an
      answer or other pleading admitting or failing to contest the material
      allegations of a petition filed against it in any proceeding of this nature,
      (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver
      or liquidator of the Person or of all or any substantial part of its properties,
      or (vii) if 120 days after the commencement of any proceeding against the Person
      seeking reorganization, arrangement, composition, readjustment, liquidation
      or
      similar relief under any statute, law or regulation, if the proceeding has
      not
      been dismissed, or if within 90 days after the appointment without such Person's
      consent or acquiescence of a trustee, receiver or liquidator of such Person
      or
      of all or any substantial part of its properties, the appointment is not vacated
      or stayed, or within 90 days after the expiration of any such stay, the
      appointment is not vacated. The foregoing definition of “Bankruptcy” is intended
      to replace and shall supersede and replace the definition of “Bankruptcy” set
      forth in Sections 18-101(1) and 18-304 of the Act.

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    “Bankruptcy
      Action”
means
      to institute proceedings to have the Company be adjudicated bankrupt or
      insolvent, or consent to the institution of bankruptcy or insolvency proceedings
      against the Company or file a petition seeking, or consent to, reorganization
      or
      relief with respect to the Company under any applicable federal or state law
      relating to bankruptcy, or consent to the appointment of a receiver, liquidator,
      assignee, trustee, sequestrator (or other similar official) of the Company
      or a
      substantial part of its property, or make any assignment for the benefit of
      creditors of the Company, or admit in writing the Company's inability to pay
      its
      debts generally as they become due, or declare or effectuate a moratorium on
      the
      payment of any obligation, or take action in furtherance of any such
      action.

     

    “Basic
      Documents”
means
      this Agreement, any documents required in connection with obtaining legal or
      beneficial ownership of the Property and any loan documents to which the Company
      is a party or to which the Property is subject and all documents and
      certificates contemplated thereby or delivered in connection
      therewith.

     

    “Certificate
      of Formation”
means
      the Certificate of Formation of the Company filed with the Secretary of State
      of
      the State of Delaware on November 1, 2007, as amended or amended and restated
      from time to time.

     

    “Code”
has
      the
      meaning set forth in Section
      31.

     

    “Company”
means
      Whitfield Sarasota LLC, a Delaware limited liability company.

     

    “Control”
means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of a Person, whether through the
      ownership of voting securities or general partnership or managing member
      interests, by contract or otherwise. “Controlling” and “Controlled” shall have
      correlative meanings. Without limiting the generality of the foregoing, a Person
      shall be deemed to Control any other Person in which it owns, directly or
      indirectly, ten percent (10%) or more of the ownership interests.

     

    “Cooling-Off
      Period”
has
      the
      meaning set forth in Section
      9(e).

     

    “Covered
      Persons”
has
      the
      meaning set forth in Section
      18(a).
      

     

    “Deadlock”
has
      the
      meaning set forth in Section
      9(e).

     

    “Deciding
      Member”
has
      the
      meaning set forth in Section
      9(e).

     

    “Forced
      Purchase Notice”
has
      the
      meaning set forth in Section
      19(e).

     

    “Forced
      Sale Notice”
has
      the
      meaning set forth in Section
      19(d).

     

    “Initiating
      Member”
has
      the
      meaning set forth in Section
      9(e).

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    “Lease”
shall
      mean to grant to a Person, through a commercial,
      retail or residential lease agreement (including, without limitation, a
      sublease) with an initial term of not less than five years, and any amendments
      thereof, the
      right
to
      use
      all or any portion of the Property for the purposes, and in exchange for the
      consideration, set forth in such lease agreement. “Leases”,
      “Leasing”
and
      “Leased”
shall
      have correlative meanings.

     

    “Lender”
shall
      mean any provider of debt financing to the Company or any of its subsidiaries,
      which debt is secured by the Property. 

     

    “Loan
      Documents”
shall
      mean the documentation governing the terms of any financing provided by any
      Lender. 

     

    “Major
      Decision”
has
      the
      meaning set forth in Section
      9(d).

     

    “Members”
means,
      collectively, LVP Sarasota Industrial LLC and Lightstone Sarasota Industrial
      LLC, each a Delaware limited liability company, as the initial members of the
      Company, and includes any Person admitted as an additional member of the Company
      or a substitute member of the Company pursuant to the provisions of this
      Agreement, each in its capacity as a member of the Company.

     

    “Membership
      Interests”
has
      the
      meaning set forth in Section
      12.

     

    “Obligation”
shall
      mean any obligation of the Company or any of its subsidiaries pursuant to any
      Loan Document. 

     

    “Offer
      Notice”
has
      the
      meaning set forth in Section
      9(e).

     

    “Offer
      Price”
has
      the
      meaning set forth in Section
      9(e).

     

    “Officer”
means
      an officer of the Company described in Section
      10.

     

    “Percentage
      Interest”
has
      the
      meaning set forth in Section
      12.

     

    “Person”
means
      any individual, corporation, partnership, joint venture, limited liability
      company, limited liability partnership, association, joint stock company, trust,
      unincorporated organization, or other organization, whether or not a legal
      entity, and any governmental authority.

     

    “President”
has
      the
      meaning set forth in Section
      10(a).

     

    “Property”
means
      that certain real property located at 2150 Whitfield Avenue, Sarasota, FL 34243,
      owned, operated and held subject to the Loan Documents.

     

    “REIT”
has
      the
      meaning set forth in Section
      15.

     

    “Response
      Notice”
has
      the
      meaning set forth in Section
      9(e).

     

    “Secretary”
has
      the
      meaning set forth in Section
      10(a).
      

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    “Termination
      Date”
has
      the
      meaning set forth in Section
      9(e).

     

    “Transfer”
has
      the
      meaning set forth in Section
      19(a).

     

    “Vice
      President”
has
      the
      meaning set forth in Section
      10(a).

     

     

    B. Rules
      of Construction

     

    Definitions
      in this Agreement apply equally to both the singular and plural forms of the
      defined terms. The words “include” and “including” shall be deemed to be
      followed by the phrase “without limitation.” The terms “herein,” “hereof' and
“hereunder” and other words of similar import refer to this Agreement as a whole
      and not to any particular Section, paragraph or subdivision. The Section titles
      appear as a matter of convenience only and shall not affect the interpretation
      of this Agreement. All Section, paragraph, clause, Exhibit or Schedule
      references not attributed to a particular document shall be references to such
      parts of this Agreement.

     

    


     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    SCHEDULE
      B

    


    Members

     

    


    
      	
              Name

            	
              Mailing
                Address

            	
              Agreed
                Value of 

              Capital
                Contribution

            	
              Percentage
                

              Interest

            
	
              Lightstone
                Sarasota Industrial
                LLC

            	
              326
                Third Street

              Lakewood,
                NJ 08701

            	
              $13,095,412.80*

            	
              90%***

            
	
              LVP
                Sarasota Industrial LLC

            	
              326
                Third Street

              Lakewood,
                NJ 08701

            	
              $1,309,541.28**

            	
              10%***

            


    

    


    


    
      	*	
              To
                include costs associated with the acquisition of the Property, including
                title insurance,  transfer
                taxes, counsel fees and any other related
                costs.

            


    

    


    
      	
              **

            	
              To
                include 10 percent preference to be paid to the Managing Member pursuant
                to Section 15.

            


    

    


    
      	
              ***

            	
              Subject
                to automatic adjustment pursuant to Section 15(b).
                

            


    

    


     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     


    SCHEDULE
      C

    


    


    


    
      	
              OFFICERS

            	
              TITLE

            
	 	 
	
              David
                Lichtenstein

            	
              President

            
	 	 
	
              Joseph
                Teichman

            	
              Secretary