PARTICIPATION
      AGREEMENT

    


    Agreement
      dated as of January 4, 2007, by and between Gettinger Associates, L.P.,
      a New
      York limited partnership having an office at 1407 Broadway, New York, New York
      10018 (hereinafter referred to as “Gettinger”) and 1407 Broadway Real Estate
      LLC, a Delaware limited liability company having an office at 326 Third Street,
      Lakewood, New Jersey 08701 (hereinafter referred to as “Lightstone”).


    


    Whereas,
      pursuant to a sale and purchase of leasehold agreement dated October 25, 2006
      between Gettinger, as seller, and Lightstone, as purchaser, (the “Sale and
      Purchase Agreement”), Gettinger’s interest in the Operating Lease (as such term
      is hereinafter defined) and other real and personal property relating thereto
      has been sold and transferred to Lightstone. 

    


    Whereas,
      the parties have agreed that, under certain circumstances, Gettinger shall
      participate in and have an interest in certain profits, proceeds, rents and
      revenues which might hereafter be derived by Lightstone, its successors and
      assigns, from or relating to the Operating Lease. 

    


    Now,
      therefore, in consideration of the premises and the mutual covenants, conditions
      and promises contained herein and in the Sale and Purchase Agreement, and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereby agree as follows:

    


    1. Certain
      Definitions.
      For
      purposes of this Agreement, the terms set forth below shall be defined as
      follows:

    


    1.1. “Operating
      Lease” shall mean that certain Sub-Lease, dated February 1, 1954, between Webb
& Knapp, Inc., as landlord, and Gettinger, as tenant, which Sub-Lease was
      recorded in the Office of the Register of the City of New York, New York County
      (the “Register”) on February 6, 1954, in Liber 4868 of Conveyances, Page 339, as
      amended to date. 

    


    1.2. “Land”
      shall mean the land located at and known as 535 Seventh Avenue (also known
      as
      1407 Broadway) in the Borough of Manhattan, City, County and State of New York,
      which is more particularly described on Exhibit A annexed hereto and made a
      part
      hereof. 

    


    1.3. “Improvements”
      shall mean all buildings and improvements located on the Land, together with
      all
      facilities located in said buildings and improvements or on the Land (such
      buildings, improvements and facilities are hereinafter collectively referred
      to
      as the “Improvements”).

    


    1.4.
      “Premises” shall mean the Land and the Improvements. 

    


    1.5. “Transfer”
      shall mean a sale, transfer, exchange, conveyance, sublease, sub-sublease,
      assignment or other disposition of any nature whatsoever. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.6.
      “Transferee” shall mean a party who shall offer or agree to purchase or acquire
      all or any portion of or interest in the Operating Lease or the membership,
      equity or other ownership interests in Lightstone, or to sub-sublease all or
      substantially all of the Premises, or who shall purchase or acquire all or
      any
      portion of or interest in the Operating Lease or the membership, equity or
      other
      ownership interests in Lightstone, or who shall sub-sublease all or
      substantially all of the Premises, in any case either directly or indirectly
      or
      in one or more separate transactions. For purposes of this Agreement, a
      sub-sublease of all or substantially all of the Premises shall not be deemed
      to
      include an individual office space sub-sublease of a portion of the Premises
      for
      use and occupancy by the sub-sublessee thereof. 

    


    1.7. “Net
      Adjusted Transfer Proceeds” shall mean the gross proceeds (including, without
      limitation, all cash or cash equivalents and the net present value (as
      determined pursuant to the provisions of paragraph 2 below) of all mortgages
      or
      other forms of financing or other installment or deferred payment arrangements
      granted or subject to which a Transfer is made) of a Transfer of the Operating
      Lease or the membership, equity or other ownership interests in Lightstone
      or
      any interest therein or portion thereof, less
      (i)
      reasonable brokerage commissions actually paid by the transferor (not to exceed
      six (6%) percent of the gross proceeds of the Transfer in the aggregate), (ii)
      New York State and New York City real property transfer taxes actually paid
      by
      the transferor, (iii) reasonable attorneys’ fees actually paid by the
      transferor, (iv) the amount of any prepayment fee in respect of the transferor’s
      leasehold mortgage loan actually paid by the transferor in connection with
      the
      Transfer (if any) and (v) the sum of one hundred twenty-two million and 00/100
      ($122,000,000.00) dollars multiplied by the percentage interest (not to exceed
      100%) in the Operating Lease or in the aggregate membership, equity or other
      ownership interests in Lightstone which is subject to the Transfer.


    


    1.8. “Net
      Adjusted Sub-sublease Proceeds” shall mean all cash and other consideration paid
      in connection with the granting of any sub-sublease of all or substantially
      all
      of the Premises, plus the excess of all rent and additional rent paid by or
      on
      behalf of the lessee throughout the entire term of the sub-sublease over the
      amount of rent and additional rent paid by the lessee under the Operating Lease
      throughout the entire term of the sub-sublease. 

    


    1.9. “Term”
      shall mean the two (2) year period commencing on the date of this Agreement
      and
      terminating on the day immediately preceding the second (2nd)
      anniversary of the date of this Agreement. 

     

    2. Gettinger’s
      Participation in Net Adjusted Transfer Proceeds.
      If,
      during the Term, (i) Lightstone shall effect a Transfer of the Operating Lease
      or the membership, equity or other ownership interests in Lightstone, or any
      interest therein or portion thereof, to a Transferee (other than a Permitted
      Transferee, as such term is defined in the Sale and Purchase Agreement), or
      (ii)
      Lightstone shall enter into a contract or agreement for the Transfer of the
      Operating Lease or the membership, equity or other ownership interest in
      Lightstone, or any interest therein or portion thereof, to a Transferee or
      (iii)
      a mortgage foreclosure proceeding in respect of the Operating Lease shall be
      commenced by any leasehold mortgagee other than an independent institutional
      leasehold mortgagee, or the Operating Lease or the membership, equity or other
      ownership interests in Lightstone, or any interest therein or portion thereof,
      shall be otherwise subject to a Transfer pursuant to judicial order or decree,
      then in any such event, Lightstone shall pay to Gettinger, and Gettinger shall
      be entitled to receive, at the closing of any such Transfer, an amount equal
      to
      fifty (50%) percent of the Net Adjusted Transfer Proceeds in respect of such
      Transfer. If any portion of the Net Adjusted Transfer Proceeds are payable
      by
      the Transferee in installments or by means of one or more deferred payments,
      then in addition to the portion of the Transfer Proceeds payable in cash or
      by
      cash equivalents, Gettinger shall also receive, at the closing of such Transfer,
      a lump sum payment from Lightstone equal to the then net present value of the
      aggregate amount of all such installments and/or deferred payments thereafter
      becoming due and payable, discounted at the rate then being paid on newly issued
      U.S. Treasury Bonds having a maturity date most closely approximating the date
      on which the last such installment or deferred payment shall become due and
      payable. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3. Gettinger’s
      Participation in Net Adjusted Sub-sublease Proceeds.
      If,
      during the Term, Lightstone, as lessee under the Operating Lease, shall enter
      into a sub-sublease agreement in respect of all or substantially all of the
      Premises with a Transferee, regardless of the term of any such sub-sublease
      or
      sub-sublease agreement, Lightstone shall pay to Gettinger, and Gettinger shall
      be entitled to receive, as and when Lightstone shall receive same, amounts
      equal
      to fifty (50%) percent of the Net Adjusted Sub-sublease Proceeds in respect
      of
      such sub-sublease or sub-sublease agreement throughout the term thereof,
      irrespective of whether such term shall extend beyond the Term. 

    


    4. Notice
      of Transfer.
      It
      shall
      be a condition precedent to the effectiveness of any Transfer subject to this
      Agreement that Lightstone shall give notice to Gettinger of such Transfer,
      together with true and complete copies of all contracts, leases, subleases,
      and
      other agreements relating to such Transfer, not less than fifteen (15) days
      prior to the effective date of such Transfer, time
      being of the essence.
      

    


    5. Intentionally
      Deleted.
      

    


    6. Arbitration.
      If any
      dispute shall arise between or involving the parties hereto with respect to
      any
      matter or thing relating to this Agreement, then such dispute shall be promptly
      submitted to and decided by binding arbitration by the American Arbitration
      Association in the County of New York in accordance with the Expedited
      Procedures of the Commercial Arbitration Rules of the American Arbitration
      Association, as same may hereafter be amended, supplemented, supplanted or
      replaced. The award rendered by the arbitrators shall be final, and judgment
      may
      be entered upon such award in accordance with applicable law in any court having
      jurisdiction. Each party shall bear its own legal and accounting fees in
      connection with such arbitration hearing and all filing fees shall be borne
      equally by the parties; however, the arbitrators shall have the power to award
      legal fees and costs to either party as the arbitrators may see fit.


     

    7. Guaranty
      of Lightstone’s obligations by Lightstone Holdings, LLC.
      By
      execution of a copy of this Agreement below, and as a material inducement to
      Gettinger to enter into and perform under this Agreement, Lightstone Holdings,
      LLC (“Guarantor”) hereby absolutely, unconditionally and irrevocably guarantees
      to Gettinger, and to Gettinger’s partners, agents, successors and assigns, the
      full and timely performance, payment and observation by Lightstone of all of
      Lightstone’s covenants, obligations, representations and warrantees under and/or
      pursuant to this Agreement. Guarantor hereby waives notice of acceptance of
      the
      provisions of this paragraph 7, notice of default under this Agreement or any
      other notices required under this Agreement, and all other notices to which
      Guarantor might otherwise be entitled, whether by statute, rule of law or
      otherwise, and any demand for payment or performance under the provisions of
      this paragraph 7. Guarantor’s obligations under this Agreement shall remain in
      full force and effect without regard to, and shall not be impaired or affected
      by: (a) any amendment, extension, renewal or modification of, or addition or
      supplement to, any of the terms, conditions or provisions of this Agreement;
      (b)
      any compromise, release, consent, extension, indulgence or other action or
      inaction with respect to any of the terms, conditions or provisions of this
      Agreement; (c) any exercise, non-exercise or delay in exercise by Gettinger
      of
      any right, power or remedy under or in respect of this Agreement, or any waiver
      of any such right, power or remedy; (d) any bankruptcy, insolvency,
      reorganization, arrangement, adjustment, composition, liquidation, or the like
      of Lightstone or any other guarantor, or the discharge or release of Lightstone
      or any other guarantor in any such bankruptcy proceeding; (e) any sale, lease
      or
      transfer of any or all of the assets, shares of stock, partnership interests
      or
      other ownership interests of Lightstone or Guarantor or (f) any other
      circumstance, whether or not Guarantor, Lightstone or Gettinger shall have
      had
      actual or constructive notice or knowledge thereof. The liability of Guarantor
      is coextensive with that of Lightstone and also joint and several with
      Lightstone, and action or suit may be brought against Guarantor and carried
      to
      final judgment and/or completion and recovery had, either with or without making
      Lightstone a party thereto. Insofar as the payment by of any sums of money
      to
      Gettinger is involved, the provisions of this paragraph 7 shall constitute
      a
      guaranty of payment and not of collection. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      
        8.
          Miscellaneous. 

      

    

    


    8.1.  Further
      Actions.
      Each of
      the parties shall do all things reasonably necessary to consummate the
      transactions contemplated hereby. Without limitation of the foregoing,
      Lightstone shall fully cooperate with Gettinger and shall furnish, execute
      and
      deliver upon request therefor all information, documents and forms relating
      to
      Lightstone, any Transferee, the Operating Lease, the Premises, any Transfer
      or
      proposed Transfer in respect of the Operating Lease, and/or this Agreement,
      as
      Gettinger or Gettinger’s attorneys shall deem reasonably necessary or required
      in connection with this Agreement. 

    


    8.2.  Modification.
      This
      Agreement sets forth the entire understanding of the parties with respect to
      the
      subject matter hereof, supersedes all existing agreements between them
      concerning such subject matter, and may be modified only by a written instrument
      duly executed by each party. 

    


    8.3.  Notices.
      Any
      notice or other communication made in connection with this Agreement shall
      be in
      writing and shall be sent by overnight courier with receipt of delivery
      obtained, mailed by certified mail, return receipt requested or personally
      delivered against receipt to the party to whom it is to be given. Any such
      notice shall be deemed to have been received on the date personal delivery
      is
      effected, one (1) business day after deposit with an overnight courier, or
      three
      (3) business days after deposit in the U.S. mail, as the case may be, as
      follows:

     

    To
      Gettinger:

    


    Gettinger
      Associates, L.P. 

    1407
      Broadway 

    New
      York,
      New York 10018

    Attention:
      Mr. Robert S. Gettinger

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    With
      a
      copy sent in like manner to:

    


    Gary
      S.
      Friedman, Esq.

    Kaufman
      Friedman Plotnicki & Grun, LLP

    300
      East
      42nd Street,
      8th
      floor

    New
      York,
      New York 10017

    


    To
      Lightstone:

    


    1407
      Broadway Real Estate LLC

    c/o
      The
      Lightstone Group

    326
      Third
      Street

    Lakewood,
      New Jersey 08701

    


    With
      a
      copy sent in like manner to:

    


    Sheldon
      Chanales, Esq. 

    Herrick,
      Feinstein LLP

    2
      Park
      Avenue

    New
      York,
      New York 10016

    


    To
      Guarantor: 

    


    Lightstone
      Holdings, LLC

    c/o
      The
      Lightstone Group

    326
      Third
      Street

    Lakewood,
      New Jersey 08701

    


    With
      a
      copy sent in like manner to: 

    


    Sheldon
      Chanales, Esq. 

    Herrick,
      Feinstein LLP

    2
      Park
      Avenue

    New
      York,
      New York 10016

    


    Any
      party
      may by notice given in accordance with this Paragraph to any other party
      designate another address or person for receipt of notices hereunder. Notices
      may be validly given by a party’s attorneys for all purposes hereunder.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.4.  Intentionally
      Deleted.
      

    


    8.5.  Waiver.
      Any
      waiver by any party of a breach of any provision of this Agreement shall not
      operate as or be construed to be a waiver of any other breach of that provision
      or of any breach of any other provisions of this Agreement. The failure of
      a
      party to insist upon strict adherence to any term of this Agreement on one
      or
      more occasions will not be considered to be a waiver or deprive that party
      of
      the right thereafter to insist upon strict adherence to that term or any other
      term of this Agreement. Any waiver must be in writing. 

    


    8.6.  Binding
      Effect; Recordation.
      The
      provisions of this Agreement shall be deemed to be covenants running with the
      land with respect to the Premises and shall be binding upon and inure to the
      benefit of Gettinger and Lightstone, and any Transferee(s), and their respective
      immediate and remote successors, heirs, legal representatives and assigns.
      It is
      the intention of the parties that this Agreement be recorded by Gettinger,
      and
      Lightstone shall fully cooperate with Gettinger and shall promptly execute
      and
      deliver all necessary documents and tax returns in connection with such
      recordation. Gettinger
      shall pay any real property transfer tax which may be imposed as a condition
      to
      the recordation of this Agreement. Lightstone shall duly execute and deliver
      any
      transfer tax returns or other documentation required for Gettinger to record
      this Agreement. 

    


    8.7.  Headings.
      The
      headings in this Agreement are solely for convenience of reference and shall
      be
      given no effect in the construction or interpretation of this Agreement.


    


    8.8.  Assignment.
      Gettinger shall have the right to assign all or any portion of its interest
      in
      this Agreement. 

    


    8.9.  Void
      or Unenforceable Provisions.
      If any
      provision of this Agreement is found to be void or unenforceable by a court
      of
      competent jurisdiction, the remaining provisions of this Agreement shall
      nevertheless be binding upon the parties with the same effect as though the
      void
      or unenforceable part had been severed and deleted.

    


    8.10.  Counterparts;
      Governing Law; Construction.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. This Agreement shall be governed by and construed and interpreted
      in
      accordance with the laws of the State of New York, without giving effect to
      conflict of laws. This Agreement shall be construed and interpreted without
      regard to any presumption or rule requiring construction or interpretation
      against the party causing this Agreement to be drafted. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      witness whereof, the parties hereto have duly executed and delivered this
      Agreement as of the date first above written. 

     

    
      	 	 	 	Gettinger
              Associates, L.P.,
              Seller
	
            	 	 	
            
	 	 	 	
              By:
                Gettinger Ltd., general partner

            
	 	 	 	 
	
              
 

            	 	 	
              
                by:   /s/ Robert S.
                  Gettinger

              

              
                

              

              Name:
                Robert S. Gettinger

            
	
            	 	 	
              Title:
                President

            


    

       

    
      	
            	 	 	
              1407
                Broadway Real Estate LLC

            
	 	 	 	
            
	
               

               

            	 	 	
              
                By:   /s/ David Lichtenstein

                
                  

                

              

              Name:
                David Lichtenstein

            
	
            	 	 	
              
                Title:
                  President

              

            


    

     

    
      	
            	 	 	
              
                Lightstone
                  Holdings, LLC

              

            
	 	 	 	
            
	
               

               

            	 	 	
              
                By:   /s/ David Lichtenstein

                
                  

                

              

              
                Name:
                  David Lichtenstein

              

            
	
            	 	 	
              
                
                  Title:
                    President

                

              

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    DESCRIPTION
      OF PREMISES

    


    ALL
      that
      certain plot, piece or parcel of land, situate, lying and being in the Borough
      of Manhattan, City, County and State of New York, bounded and described as
      follows:

    


    BEGINNING
      at the corner formed by the intersection of the Southerly side of 39th Street
      with the Westerly side of Broadway;

    


    RUNNING
      THENCE Southeasterly along the Westerly side of Broadway 205 feet more or less
      to the corner formed by the intersection of the Northerly side of 38th Street
      with the said Westerly side of Broadway;

    


    THENCE
      Westerly along the Northerly side of 38th Street 156 feet 2-3/8 inches, more
      or
      less to a point distant 200 feet East of 7th Avenue;

    


    THENCE
      Northerly at right angles to 38th Street 98 feet 9 inches to the center line
      of
      the block; 

    


    THENCE
      Westerly along said center line of the block and parallel with 39th Street
      200
      feet to the Easterly side of 7th Avenue; 

    


    THENCE
      Northerly along the Easterly side of 7th Avenue 98 feet 9 inches to the corner
      formed by the intersection of the said Easterly side of 7th Avenue with the
      Southerly side of 39th Street; 

    


    THENCE
      Easterly along the Southerly side of 39th Street 301 feet 2-5/8 inches to the
      corner aforesaid, the point or place of BEGINNING. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    PARTICIPATION
      AGREEMENT

     

    Gettinger
      Associates, L.P.

     

    -with-

     

    1407
      Broadway Real Estate LLC

     

    Guarantor:
      Lightstone Holdings, LLC

    

      
        	
                Premises:

              	
                1407
                  Broadway

              
	 	
                New
                  York, New York

              
	 	 
	 	
                Block:
                  814

              
	 	
                Lot:
                  15

              


      

    

     

    Record
      and Return To:

    


    Kaufman
      Friedman Plotnicki & Grun, LLP

    300
      East
      42nd
      Street,
      8th
      Floor

    New
      York,
      New York 10017

    


    Attention:
      Gary S. Friedman, Esq.