**FIRST
      AMENDMENT**


**TO**


**AMENDED
      AND RESTATED**


**AGREEMENT
      OF LIMITED PARTNERSHIP**


**OF**


**LIGHTSTONE
      VALUE PLUS REIT LP**




THIS
      FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
      LIGHTSTONE VALUE PLUS REIT LP (this “Amendment”) is made as of June 26, 2008 by
      and among Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland
      corporation (the “REIT”), as the General Partner of Lightstone Value Plus REIT
      LP., a Delaware limited partnership (the “Partnership”), Lightstone Value Plus
      REIT LLC, a Delaware limited liability company, as the Initial Limited Partner
      and sole existing limited partner of the Partnership, Lightstone SLP, LLC,
      a
      Delaware limited liability company, as Special General Partner of the
      Partnership, Arbor Mill Run JRM LLC, a Delaware limited liability company
      (“Arbor JRM”) and Arbor National CJ, LLC, a New York limited liability company
      (“Arbor CJ”). Capitalized terms used but not otherwise defined in this Amendment
      shall have the meanings given to such terms in the Amended and Restated
      Agreement of Limited Partnership of the Partnership, dated as of April 22,
      2005,
      by and among the REIT, the Initial Limited Partner and Special General Partner
      and the other parties signatory thereto (the “Partnership
      Agreement”).




**WITNESSETH:**




WHEREAS,
      on the date hereof, Arbor JRM has contributed a 22.08% common interest in Mill
      Run L.L.C., a Delaware limited liability company (“Mill Run”), representing all
      of its membership interest in Mill Run, to the Partnership (the “Arbor JRM
      Contribution”) pursuant to that certain Contribution and Conveyance Agreement
      dated as of the date hereof by and between Arbor JRM and the Partnership (the
      “Arbor JRM Contribution Agreement”);




WHEREAS,
      on the date hereof, Arbor CJ has contributed a 0.46% common interest in Mill
      Run, representing all of its membership interest in Mill Run, to the Partnership
      (the “Arbor CJ Contribution”) pursuant to that certain Contribution and
      Conveyance Agreement dated as of the date hereof by and between Arbor CJ and
      the
      Partnership (the “Arbor CJ Contribution Agreement”);




WHEREAS,
      AR Prime Holdings LLC, a Delaware limited liability company (“AR Prime”), the
      REIT and the Partnership are parties to that certain Contribution and Conveyance
      Agreement dated as the date hereof (the “AR Prime Contribution Agreement”)
      pursuant to which, upon the closing of the AR Prime Contribution Agreement,
      AR
      Prime will contribute its 25% membership interest in Prime Outlets Acquisition
      Company LLC, a Delaware limited liability company (“POAC”), representing all of
      its membership interest in POAC, to the Partnership (the “POAC
      Contribution”);









WHEREAS,
      pursuant to each of the Arbor JRM Contribution Agreement, the Arbor CJ
      Contribution Agreement and the AR Prime Contribution Agreement, and in exchange
      for each of the Arbor JRM Contribution, the Arbor CJ Contribution and the POAC
      Contribution, respectively, the Partnership has agreed to issue to Arbor JRM
      and
      Arbor CJ, respectively, on the date hereof, and to AR Prime, upon the closing
      of
      the POAC Contribution, certain common Limited Partner Interests in the
      Partnership as well as certain preferred Limited Partner Interests represented
      by a newly designated preferred class of Limited Partner Interest of the
      Partnership with the rights, privileges and preferences set forth on Exhibit
      A
      hereto (the “Series A Preferred Units”); and




WHEREAS,
      the parties to this Amendment desire to amend the Partnership Agreement to
      reflect the creation of the Series A Preferred Units and the rights, privileges
      and preferences thereof.




NOW
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties to this Agreement hereby agree as
      follows.




1.  Pursuant
      to Section 4.3 of the Partnership Agreement, the Partnership Agreement is hereby
      amended (i) to create the Series A Preferred Units with the rights, privileges
      and preferences set forth on Exhibit A attached hereto and (ii) to admit each
      of
      Arbor JRM and Arbor CJ as a Limited Partner of the Partnership as of the date
      hereof in accordance with the provisions of the Arbor JRM Contribution Agreement
      and the Arbor CJ Contribution Agreement, respectively, and, upon and as of
      closing of the transactions contemplated by the POAC Contribution Agreement,
      to
      admit AR Prime as a Limited Partner of the Partnership effective as of the
      closing date of the POAC Contribution in accordance with the provisions of
      the
      AR Prime Contribution Agreement.




2.  Section
      5.1 of the Partnership Agreement is hereby amended to provide that,
      notwithstanding anything in the Partnership Agreement to the contrary,
      distributions payable with respect to the Series A Preferred Units as provided
      in Section 4 of Exhibit A attached hereto or, in the event of a Liquidation
      (as
      defined in Exhibit A attached hereto) that is not a Liquidating Event, as
      provided in Section 5 of Exhibit A attached hereto, shall have priority over
      all
      of the other distributions to Partners pursuant to Section 5.1 of the
      Partnership Agreement.




3.  Article
      6
      and Exhibit B of the Partnership Agreement are hereby amended to provide that,
      notwithstanding anything in the Partnership Agreement to the contrary,
      allocations of Net Income and Net Loss to holders of Series A Preferred Units
      in
      any year shall be limited as provided in Section 4(F) of Exhibit A attached
      hereto. ****




2




4.  Section
      13.2 of the Partnership Agreement is hereby amended to provide that,
      notwithstanding anything in the Partnership Agreement to the contrary,
      distributions payable with respect to the Series A Preferred Units as provided
      in Section 5 of Exhibit A attached hereto shall have priority over all of the
      other distributions to Partners following a Liquidating Event, including any
      distributions pursuant to Section 13.2(a)(iii)(D).




5.  The
      Partnership Agreement is hereby amended to the fullest extent necessary to
      effect all of the matters contemplated by this Amendment, including but not
      limited to the terms set forth on Exhibit A hereto, and including, without
      limitation, the voting rights of the holders of Series A Preferred Units and
      restrictions on the General Partner and the Partnership that are set forth
      in
      Section 8 of Exhibit A attached hereto. Except as specifically provided for
      in
      this Amendment, the provisions of the Partnership Agreement shall remain in
      full
      force and effect.




6.  The
      execution, delivery and effectiveness of this Amendment shall not operate (a)
      as
      an amendment or modification of any provision, right or obligation of any
      Partner under the Partnership Agreement except as specifically set forth in
      this
      Amendment or (b) as a waiver or consent to any subsequent action or
      transaction.




7.  This
      Amendment shall be construed and enforced in accordance with and governed by
      the
      laws of the State of Delaware, without regard to the principles of conflicts
      of
      laws thereof.




8.  This
      Amendment contains the entire understanding among the parties with respect
      to
      the subject matter hereof and supersedes any other prior written or oral
      understanding or agreements among their with respect thereto.




9.  This
      Amendment may be executed in one or more counterparts, each of which shall
      be an
      original and all of which, when taken together, shall constitute one and the
      same agreement.




10.  This
      Amendment shall become effective when each party hereto shall have received
      a
      counterpart hereof signed by all of the other parties hereto.




**[SIGNATURE
      PAGE TO FOLLOW]**




3


**IN
      WITNESS WHEREOF** ,
      each of
      the undersigned has caused this Amendment to be duly executed on its behalf
      as
      of the date first above written.




**GENERAL
                PARTNER:**
              
              LIGHTSTONE
                VALUE PLUS REAL ESTATE
              INVESTMENT
                TRUST, INC.By:David
                Lichtenstein
              Chief
                Executive Officer and President





**LIMITED
                PARTNER:**
              LIGHTSTONE
                  VALUE PLUS REIT LLCBy:David
                Lichtenstein
              Authorized
                Person


**SPECIAL
                GENERAL PARTNER:**
              
              LIGHTSTONE
                  SLP, LLCBy:David
                Lichtenstein
              Authorized
                Person




**ARBOR
                JRM:**
              ARBOR
                  MILL RUN JRM LLCBy:Name:Title:




4




**ARBOR
                CJ:**
              ARBOR
                  NATIONAL CJ, LLCBy:Name:Title:




5




**EXHIBIT
      A**




**TERMS
      OF SERIES A PREFERRED UNITS**




In
      accordance with Section 4.3 of the Partnership Agreement, set forth below are
      the terms and conditions of the Series A Preferred Units established by the
      Partnership on June 26, 2008.




1.  Definitions .
      For
      purposes of the Series A Preferred Units, the following terms shall have the
      meanings indicated in this Section 1. Capitalized terms used but not otherwise
      defined in this Exhibit A shall have the meanings set forth in Article I of
      the
      Partnership Agreement, as amended by the Amendment to which this Exhibit A
      is
      attached.




“Common
      Units” shall mean any class or series of Partnership Interest that does not have
      a priority or preference in the payment of distributions in the distribution
      of
      assets upon any Liquidation, including but not limited to all partnership
      Interests issued to the General partner or to the Special General Partner.




“Estimated
      Market Price” shall have the meaning set forth in Section 6(A) of this Exhibit
      A.




“Liquidation”
      shall mean the occurrence of any Liquidating Event or any lease or transfer
      of
      all or substantially all of the Partnership’s property or assets.




“Lockout
      Date” shall mean June 26, 2013.




“Series
      A
      Distribution Payment Date” shall mean with respect each calendar quarter a date
      that is no later than 30 days after the end of such calendar quarter.




“Series
      A
      Distribution Period” shall mean quarterly distribution periods commencing on
      January 1, April 1, July 1 and October 1 of each year and ending on and
      including the day preceding the first day of the next succeeding Series A
      Distribution Period.




“Series
      A
      Distribution Record Date” shall have the meaning set forth in Section 6(C) of
      this Exhibit A.




“Series
      A
      Junior Units” shall mean Common Units and any Partnership Units of any other
      class or series now or hereafter issued and outstanding that are not Series
      A
      Senior Units, Series A Preferred Units or Series A Parity Units.




“Series
      A
      Liquidation Preference” shall have the meaning set forth in Section 5(A) of this
      Exhibit A.




“Series
      A
      Parity Units” shall mean any class or series of Limited Partner Interest now or
      hereafter issued and outstanding, whether or not the distribution rates thereof
      shall be different from those of the Series A Preferred Units, if the holders
      of
      such class or series and the Series A Preferred Units shall be entitled to
      (i)
      the receipt of distributions in proportion to their respective amounts of
      accrued and unpaid distributions per unit and (ii) amounts distributable upon
      Liquidation in proportion to their respective liquidation preferences, in each
      case without preference or priority one over the other.




6




“Series
      A
      Senior Units” shall mean any class or series of Partnership Interest of the
      Partnership hereafter issued and outstanding, if the holders of such class
      or
      series shall be entitled to the receipt of distributions prior to a Liquidation
      or of amounts distributable upon any event of Liquidation, in preference or
      priority to the holders of Series A Preferred Units.




2.  Number
      of Preferred Units and Designation .
      This
      series of preferred Partnership Interests shall be designated as the 4.6316%
      Series A Preferred Limited Partner Interests (the “Series A Preferred Units”).
      The number of units which shall initially constitute such series shall be 80,000
      units.




3.  Ranking .
      The
      Series A Preferred Units shall, with respect to the payment of distributions
      and
      the right to receive the Series A Liquidation Preference upon a Liquidation,
      rank junior to all Series A Senior Units; rank senior to all Series A Junior
      Units, and rank in parity with all Series A Parity Units.




4.  Distributions .




(A)  Subject
      to the preferential rights of the holders of any Series A Senior Units, the
      holders of Series A Preferred Units shall be entitled to receive, when, as
      and
      if declared by the General Partner, cumulative preferential distributions
      payable in cash in an amount per unit equal to an annual rate of 4.6316% payable
      in arrears shall
      be
      calculated daily and shall be computed on the actual number of days elapsed
      over
      a month of 30 days and a year of 360 days; provided , however ,
      that
      i n
      the
      event that the Series A Preferred Units are not redeemed by the Partnership
      on
      the Lockout Date or within fifteen (15) days thereafter, the annual distribution
      rate applicable to the Series A Preferred Units shall increase from 4.6316%
      to
      fifteen percent (15%) per annum for so long as the Series A Preferred Units
      remain outstanding.  The
      distributions shall begin to accrue and shall be fully cumulative from the
      day
      of issuance of any such Series A Preferred Units and shall be payable quarterly,
      when, as and if declared by the General Partner, in arrears, on each Series
      A
      Distribution Payment Date. Each such distribution shall be payable to the
      holders of record of Series A Preferred Units as they appear in the records
      of
      the Partnership at the close of business on such record date, not less than
      10
      nor more than 30 days preceding such Series A Distribution Payment Dates
      thereof, as shall be fixed by the General Partner. Accrued and unpaid
      distributions for any past Series A Distribution Periods may be declared and
      paid at any time and for such interim periods, without reference to any regular
      Series A Distribution Payment Date, to holders of record on such date, not
      less
      than 10 nor more than 30 days preceding the payment date thereof, as may be
      fixed by the General Partner. Any distribution payment made on Series A
      Preferred Units shall first be credited against the earliest accrued but unpaid
      distribution due with respect to Series A Preferred Units which remains
      payable.




(B)  The
      amount of distributions payable for any Series A Distribution Period shorter
      than a full calendar quarter on the Series A Preferred Units shall be computed
      by dividing the number of days in such period by 360 and multiplying the result
      by the product of the annual distribution rate (i.e., 4.6316%) multiplied by
      the
      Series A Liquidation Preference (i.e., $1,000.00 per Series A Preferred Unit).
      Holders of Series A Preferred Units shall not be entitled to any distributions,
      whether payable in cash, property or shares, in excess of cumulative
      distributions, as herein provided, on the Series A Preferred Units. No interest,
      or sum of money in lieu of interest, shall be payable in respect of any
      distribution payment or payments on the Series A Preferred Units which may
      be in
      arrears.




7




(C)  So
      long
      as any Series A Preferred Units are outstanding, no distributions, except as
      described in the immediately following sentence, shall be declared or paid
      or
      set apart for payment on any class or series of Series A Junior Units for any
      period unless full cumulative distributions have been or contemporaneously
      are
      declared and paid or declared and a sum sufficient for the payment thereof
      set
      apart for such payment on the Series A Preferred Units for all Series A
      Distribution Periods terminating on or prior to the distribution payment date
      on
      such class or series of Series A Junior Units.




(D)  So
      long
      as any Series A Preferred Units are outstanding, no distributions, except as
      described in the immediately following sentence, shall be declared or paid
      or
      set apart for payment on any class or series of Series A Parity Units for any
      period unless full cumulative distributions have been or contemporaneously
      are
      declared and paid or declared and a sum sufficient for the payment thereof
      set
      apart for such payment on the Series A Preferred Units for all Series A
      Distribution Periods terminating on or prior to the distribution payment date
      on
      such class or series of Series A Parity Units. When distributions are not paid
      in full or a sum sufficient for such payment is not set apart, as aforesaid,
      all
      distributions declared upon Series A Preferred Units and all distributions
      declared upon any other class or series of Series A Parity Units shall be
      declared ratably in proportion to the respective amounts of distributions
      accumulated and unpaid on the Series A Preferred Units and accumulated and
      unpaid on such Series A Parity Units.




(E)  No
      distributions on Series A Preferred Units shall be declared by the General
      Partner or paid or set apart for payment by the Partnership at such time as
      the
      terms and provisions of any agreement of the Partnership, including any
      agreement relating to its indebtedness, prohibits such declaration, payment
      or
      setting apart for payment or provides that such declaration, payment or setting
      apart for payment would constitute a breach thereof or a default thereunder,
      or
      if such declaration or payment shall be restricted or prohibited by
      law.




(F)  Subject
      at all times to Section 2 and Section 3(a), (b), (e) and (f) of Exhibit B to
      the
      Partnership Agreement, with respect to any Partnership Year, the holders
      of Series A Preferred Units shall
      be
      allocated Net Income, Net Loss and other allocable Partnership items of income,
      gain, loss or expense, only with respect to and to the extent of the amounts
      actually distributed to such holder of Series A Preferred Units for such
      Partnership Year (but in no event distributed later than 30 days after the
      end
      of that Partnership Year) pursuant to this Section 4 on account of the annual
      return accrued on the Series A Preferred Units, but none of such items shall
      be
      allocated to the holders of Series A Preferred Units on account of any other
      distributions (all such other distributions representing a return of contributed
      capital).




8




5.  Liquidation
      Preference .




(A)  In
      the
      event of any Liquidation, subject to the prior preferences and other rights
      of
      any Series A Senior Units, before any payment or distribution of the assets
      of
      the Partnership (whether capital or surplus) shall be made to or set apart
      for
      the holders of Series A Junior Units, the holders of the Series A Preferred
      Units shall be entitled to receive One Thousand Dollars ($1,000.00) (the “Series
      A Liquidation Preference”) per Series A Preferred Unit plus an amount equal to
      all distributions (whether or not earned or declared) accrued and unpaid thereon
      to the date of final distribution to such holders; but such holders shall not
      be
      entitled to any further payment. If, upon any Liquidation, the assets of the
      Partnership, or proceeds thereof, distributable among the holders of the Series
      A Preferred Units and all Series A Parity Units shall be insufficient to pay
      in
      full the preferential amount aforesaid and liquidating payments on any other
      units of any class or series of Series A Parity Units, then such assets, or
      the
      proceeds thereof, shall be distributed among the holders of Series A Preferred
      Units and any such other Series A Parity Units ratably in accordance with the
      respective amounts that would be payable on such Series A Preferred Units and
      any such other Series A Parity Units if all amounts payable thereon were paid
      in
      full.




(B)  Subject
      to the rights of the holders of any Series A Parity Units or Series A Senior
      Units, upon any liquidation, dissolution or winding up of the Partnership,
      after
      payment shall have been made in full to the holders of the Series A Preferred
      Units, as provided in this Section 5, the holders of Series A Preferred Units
      shall have no other claim to the remaining assets of the Partnership and any
      other series or class or classes of Series A Junior Units shall, subject to
      the
      respective terms and provisions (if any) applying thereto, be entitled to
      receive any and all assets remaining to be paid or distributed, and the holders
      of the Series A Preferred Units shall not be entitled to share therein.




6.  Conversion .




(A)  Unless
      such Series A Preferred Units have previously been redeemed pursuant to Section
      8 hereof, at the option of the holder thereof, any Series A Preferred Units
      may
      be converted, in whole or in part, at any time and from time to time after
      the
      Lockout Date, into such number of Common Units obtained by dividing the
      aggregate Series A Liquidation Preference (including for this purpose any
      distributions accrued and unpaid in respect of any prior Series A Distribution
      Periods but not the then-current Series A distribution Period) of such Series
      A
      Preferred Units by the estimated fair market value of one common share in the
      REIT (the “Estimated Market Value”) as determined by Robert A. Stanger &
Co., Inc. or another nationally recognized independent valuation firm with
      expertise in valuing the securities of real estate investment trusts, reasonably
      acceptable to the Partnership and holders owning at least sixty six and two
      thirds percent (66 and 2/3%) of Series A Preferred Units.




(B)  In
      order
      to exercise the conversion right, the holder of each applicable Series A
      Preferred Unit shall surrender the certificate representing such Series A
      Preferred Unit, duly endorsed or assigned to the Partnership in blank, to the
      Partnership, accompanied by written notice to the Partnership that the holder
      thereof elects to convert such Series A Preferred Units.




9




(C)  Holders
      of Series A Preferred Units at the close of business on the record date (a
      “Series A Distribution Record Date”) in respect if any Series A Distribution
      Payment Date shall be entitled to receive the distribution payable on such
      units
      on the corresponding Series A Distribution Payment Date notwithstanding the
      conversion thereof following such Series A Distribution Record Date and prior
      to
      such Series A Distribution Payment Date.




(D)  Each
      conversion shall be deemed to have been effected immediately prior to the close
      of business on the date on which the certificate for the Series A Preferred
      Units shall have been surrendered and such notice received by the Partnership
      as
      aforesaid.




(E)  No
      fractional units or scrip representing fractions of Common Units shall be issued
      upon conversion of the Series A Preferred Units. Instead of any fractional
      interest in a Common Unit that would otherwise be deliverable upon the
      conversion of a Series A Preferred Unit, the Partnership shall pay to the holder
      of such Series A Preferred Unit an amount equal in cash based upon the then
      Estimated Market Price. If more than one Series A Preferred Unit shall be
      surrendered for conversion at one time by the same holder, the number of Common
      Units issuable upon conversion thereof shall be computed on the basis of the
      aggregate number of Series A Preferred Units so surrendered.




7.  Redemption .  The
      Series A Preferred Units shall have no mandatory redemption or maturity date.
      The Series A Preferred Units shall not be redeemable by the Partnership prior
      to
      the Lockout Date. On or after the Lockout Date, the Series A Preferred Units
      may
      be redeemed at the option of the Partnership (which notice may be delivered
      prior to the Lockout Date as long as the redemption does not occur prior to
      the
      Lockout Date), in whole but not in part, on thirty (30) days’ prior written
      notice at the option of the Partnership, at a redemption price per Series A
      Preferred Unit equal to the sum of the Series A Liquidation Preference plus
      an
      amount equal to all distributions (whether or not earned or declared) accrued
      and unpaid thereon to the date of redemption, and the redemption price shall
      be
      payable in cash. During any redemption notice period, the holders of the Series
      A Preferred Units shall retain any conversion rights with respect to the Series
      A Preferred Units. The Series A Preferred Units shall not be subject to any
      sinking fund or other obligation of the Partnership to redeem or retire the
      Series A Preferred Units.




8.  Voting .




(A)  Other
      than as expressly provided in below in this Section 8, the Series A Preferred
      Units shall not have any voting rights or powers, and the consent of the holders
      thereof, shall not be required for the taking of any Partnership
      action.




(B)  As
      long
      as any of the Series A Preferred Units shall remain outstanding, the Partnership
      shall not, and the General Partner shall not have the authority to cause the
      Partnership to, take any of the following actions without the prior written
      consent of holders owning at least sixty-six and two-thirds percent (66 and
      2/3%) of the Series A Preferred Units then issued and outstanding, voting as
      a
      single class, in person or by proxy:




10




(1)  Issue
      any
      Series A Senior Units or additional Series A Preferred Units, except for Series
      A Preferred Units that are issued to AR Prime pursuant to the AR Prime
      Contribution Agreement; provided , however ,
      nothing
      in this clause 8(B)(1) shall prohibit the Partnership from issuing Series A
      Junior Units or Series A Parity Units.




(2)  Issue
      any
      Series A Parity Units if (x) the liquidation preference for such units exceeds
      the value of the consideration received by the Partnership for the issuance
      of
      such units, as determined by the Board of Directors of the REIT in its sole
      discretion, (y) the rates at which distributions are payable on such units
      are
      calculated on a base amount that is higher than the liquidation preference
      for
      such units, or (z) the distribution payment dates for such units are not the
      same as those for the Series A Preferred Units.




(3)  Redeem
      or
      repurchase any Series A Junior Units.




(4)  Redeem
      or
      repurchase any Series A Parity Units on or after the Lockout Date, unless
      concurrently therewith all of the Series A Preferred Units are being
      redeemed.




(5)  Redeem
      or
      repurchase any Series A Party Units prior to the Lockout Date, unless the full
      cumulative distributions have been or contemporaneously are declared and paid
      or
      set apart for payment for any past Series A Distribution Periods; provided that in
      the case of a repurchase, Series A Parity Units may not be purchased by the
      Partnership at a price higher than the redemption price for such Series A Parity
      Units or if no redemption price is provided for, the liquidation preference
      for
      such Series A Parity Units, plus any accrued and unpaid distributions thereon
      to
      the extent not otherwise included in the calculation of the liquidation
      preference for such Series A Parity Units.




(6)  (x)  Effectuate
      amendments to the Partnership Agreement (other than amendments to this Exhibit
      A) that would materially adversely affect the terms and conditions of, or the
      rights, privileges or preferences of the holders of the Series A Preferred
      Units
      or (y) effectuate amendments to any provisions set forth in this Amendment
      that
      would adversely affect the terms and conditions of, or the rights, privileges
      or
      preferences of the holders of the Series A Preferred Units.




(C)  In
      the
      event that the Series A Preferred Units have not been redeemed by the Partnership
      on the Lockout Date or within fifteen (15) days thereafter, from and after
      such
      date the Partnership shall not, and the General Partner shall not have the
      authority to cause the Partnership to, take
      any
      of the following actions without the prior written consent of holders owning
      at
      least sixty-six and two-thirds percent (66 and 2/3%) of the Series A Preferred
      Units then issued and outstanding, voting as a single class in person or by
      proxy:




(1)  Issue
      any
      Partnership Interests other than Common Units.




(2)  Purchase
      or otherwise acquire any direct or indirect interest in real property, except
      that the Partnership shall be permitted to make purchases or acquisitions of
      interests in real property where the sole consideration for such purchases or
      acquisitions is exclusively the issuance of Common Units. Notwithstanding the
      foregoing, the Partnership shall be permitted to consummate any purchase or
      acquisition from a Person other than the REIT Advisor, the Special General
      Partner or any of their respective Affiliates provided that such purchase or
      acquisition (i) was the subject of an executed purchase agreement dated at
      least
      90 days prior to the Lockout Date or (ii) is a follow-on investment in existing
      real property owned by the Partnership that involves an acquisition (a) of
      property adjoining property already owned by the Partnership or (b) a greater
      ownership interest in property already owned by the Partnership; provided that, in
      the case of (a) and (b) above, such purchase or acquisition is being effected
      in
      order to protect, preserve or enhance the Partnership’s existing
      investment.




11




(3)  Sell,
      transfer, lease as an entirety, or otherwise dispose of any direct or indirect
      interest in real property; provided , however ,
      that
      the Partnership shall be permitted to sell, transfer, lease or otherwise dispose
      of any real property to a Person other than the REIT Advisor, the Special
      General Partner or any of their respective Affiliates if such transaction (i)
      was the subject of a binding executed purchase agreement dated at least 90
      days
      prior to the Lockout Date, or (ii) none of the net proceeds of such transaction
      (after customary third party transaction costs, other than those payable to
      Person the REIT Advisor, the Special General Partner or any of their respective
      Affiliates) shall be distributed to any holders of Series A Junior Units and
      all
      of such net proceeds shall instead either (x) be applied to redeem the Series
      A
      Preferred Units at the closing of such transaction or (y) be held in a
      segregated account which may be used solely for the redemption of the Series
      A
      Preferred Units.




(4)  Lend
      money to or guarantee the obligation of, any person other than direct or
      indirect subsidiaries of the REIT or the Partnership, in excess of $500,000
      per
      annum in the aggregate; provided that the
      Partnership shall be permitted to make any loan or guarantee that is required
      to
      be made pursuant to a binding executed agreement dated at least 90 days prior
      to
      the Lockout Date; provided , further ,
      that
      any such loan or guarantee permitted by the previous proviso shall not be
      permitted to be made to the REIT Advisor, the Special General Partner or any
      of
      their respective Affiliates.




(5)  Effectuate
      a merger, consolidation or recapitalization of the Partnership or a conversion
      of the Partnership to an entity other than a Delaware limited
      partnership.




(6)  Enter
      into any new agreement or transaction, or modify or waive the terms of, or
      agree
      to terminate, any existing agreement or transaction, with the REIT Advisor,
      the
      Special General Partner or any of their respective Affiliates; provided , however ,
      that
      the foregoing restriction shall not apply to the annual renewal of the advisory
      agreement with affiliates of the Partnership and the annual renewal of the
      management agreements with affiliates of the Partnership; and provided , further ,
      that in
      addition to the renewal or extension of the term of any such advisory and
      management agreement, additional amendments or modifications to such agreements
      may be made as long as such amendments or modifications (including, without
      limitation with respect to fees payable pursuant to such agreements) are
      determined by the Board of Directors of the REIT to be market provisions and
      amendments as evidenced by a report produced or compiled by Robert A Stanger
      & Co., Inc. or another independent, nationally recognized valuation firm
      selected by the Board of Directors of the REIT.




(D)  Notwithstanding
      anything in this Section 8 to the contrary, no consent of the holders of the
      Series A Preferred Units shall be required with respect to any transaction
      if
      (x) prior to the closing of such transaction the Partnership has given written
      notice that it intends to fully redeem all of the Series A Preferred Units
      and
      (y) at the closing of such transaction the Series A Preferred Units are fully
      redeemed by the Partnership.




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(E)  The
      Partnership shall not, and the General Partner shall not have the authority
      to
      cause the Partnership to, enter into any binding agreement to take any action
      that would violate the provisions of this Section 8 (a “Restricted Agreement”); provided , however ,
      that
      the General Partner shall have the authority to cause the Partnership to enter
      into a Restricted Agreement if, upon the closing of the transaction contemplated
      by such Restricted Agreement, the Series A Preferred Units will be redeemed
      in
      full by the Partnership.




9.  Transfers .
      Prior
      to the Lockout Date, no Series A Preferred Unit shall be transferred, sold,
      assigned, conveyed, gifted, pledged, encumbered, hypothecated, mortgaged,
      exchanged or otherwise disposed of by law or otherwise (collectively, a
“Transfer”) without the prior written consent of the General Partner, which may
      be withheld or denied by the General Partner it is sole and absolute discretion; provided , however ,
      that
      notwithstanding anything in the Partnership Agreement to the contrary but
      subject to the limitations set forth in Sections 11.3 (c), (d), and (e) of
      the
      Partnership Agreement as in effect as of June 26, 2008, prior to the Lockout
      Date there
      shall be no approval required for, and no restrictions whatsoever on, any
      Transfer of Series A Preferred Units to Arbor Realty Trust, Inc., Arbor
      Commercial Mortgage, LLC or any of their respective controlled Affiliates,
      and
      there shall be no approval required for, or restrictions on, the pledge of
      any
      Series A Preferred Units to the REIT. Notwithstanding anything in the
      Partnership Agreement to the contrary, (i) from and after the Lockout Date,
      the
      only restrictions in the Partnership Agreement on the Transfer of Series A
      Preferred Units are those set forth in Sections 11.3 (c), (d), and (e) of the
      Partnership Agreement as in effect as of June 26, 2008 and
      (ii)
      any Transfer in contravention of the terms of this Exhibit A shall be void
      and
      ineffectual and shall not be binding upon, or recognized by the
      Partnership.




10.  Opt-in
      to Article 8 of the Uniform Commercial Code .
      Pursuant to and in accordance with 6 Del. Code Section 8-103(c), all Series
      A
      Preferred Units shall be considered and treated as “securities” (within the
      meaning of Del. Code Section 8-102(a)(15)) governed by Article 8 of the Delaware
      Uniform Commercial Code. All Series A Preferred Units shall upon issuance be
      evidenced and represented by Certificates of Series A Preferred Units issued
      by
      the Partnership to each holder of Series A Preferred Units. Such Certificate
      of
      Series A Preferred Interest is intended to be and shall be considered a
“security certificate” within the meaning of 6 Del. Code Section 8-102(a)(16).
      The Series A Preferred Units represented or evidenced by such Certificate are
      intended to be treated and shall be considered “certificated securities” within
      the meaning of 6 Del. Code Section 8-102(a)(4). The General Partner and the
      officers thereof are hereby authorized, empowered and directed to execute and
      deliver any such Certificate and such Certificates shall be delivered by the
      Partnership to the applicable holder concurrently with the date of
      issuance.




11.  Miscellaneous .




(A)  Series
      A
      Preferred Units will not have any designations, preferences, conversion or
      other
      rights, voting powers, restrictions, limitations as to distributions,
      qualifications or terms and conditions of redemption, other than those
      specifically set forth herein, in the Partnership Agreement, and as may be
      provided under applicable law.




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(B)  The
      headings of the various subdivisions herein are for convenience only and will
      not affect the meaning if interpretation of any of the provisions
      herein.




(C)  The
      preferences, conversion and other rights, voting powers, restrictions,
      limitations as to distributions, qualifications and terms and conditions of
      redemption of the Series A Preferred Units may be waived, and any of such
      provisions of the Series A Preferred Units may be amended, with the approval
      of
      holders of at least sixty-six and two-thirds percent (66 and 2/3%) of the issued
      outstanding Series A Preferred Units, voting as a single class in person or
      by
      proxy.




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12.  Severability
      of Provisions .
      Whenever possible, each provision hereof shall be interpreted in a manner as
      to
      be effective and valid under applicable law, but if any provision hereof is
      held
      to be prohibited by or invalid under applicable law, such provision shall be
      ineffective only to the extent of such prohibition or invalidity, without
      invalidating or otherwise adversely affecting the remaining provisions hereof.
      If a court of competent jurisdiction should determine that a provision hereof
      would be valid or enforceable if a period of time were extended or shortened
      or
      a particular percentage were increased or decreased, the such court may make
      such change as shall be necessary to render the provision in question effective
      and valid under applicable law.




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