**CONTRIBUTION
      AND CONVEYANCE AGREEMENT**




THIS
      CONTRIBUTION AND CONVEYANCE AGREEMENT (this “Agreement”), dated as of June 26,
      2008, by and between ARBOR MILL RUN JRM LLC, a Delaware limited liability
      company (“Transferor”), and LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited
      partnership (“Transferee”).




WITNESSETH:




WHEREAS,
      Transferor owns a Class A membership interest in MILL RUN L.L.C., a Delaware
      limited liability company (the “Company”), corresponding to a 22.08% Common
      Interest (as defined in the Mill Run Operating Agreement), pursuant to that
      certain Second Amended and Restated Operating Agreement of the Company, dated
      as
      of September 20, 2005 (as amended by a First Amendment dated as of January
      1,
      2006, the “Mill Run Operating Agreement”); and




WHEREAS,
      in consideration of Transferor’s transferring the Transferred Interests (as
      defined below) herewith to Transferee, Transferee shall issue to Transferor
      96,000 units of common limited partnership interest in Transferee (“Common
      Units”) and 18,240 units of Series A preferred limited partnership interest in
      Transferee (“Series A Units”, and collectively with the Common Units, the
“Units”); and




WHEREAS,
      Transferor has delivered on the date hereof a completed Representation Letter
      and Agreement in the form attached as Exhibit
      A hereto;
      and




WHEREAS,
      in consideration of the receipt by Transferor of the Units, and the execution
      and delivery by Transferee of a Tax Protection Agreement **** in
      the
      form attached as Exhibit
      B hereto
      (the “Tax Protection Agreement”), Transferor desires to transfer and assign to
      Transferee all of Transferor’s right, title and interest (x) in the Company and
      (y) under the Mill Run Operating Agreement (collectively, the “Transferred
      Interests”), and Transferee desires to accept such transfer and assignment, all
      upon the terms and conditions hereinafter set forth; and




WHEREAS,
      concurrently with the execution and delivery of this Agreement, Transferor,
      Transferee and Lightstone Value Plus Real Estate Investment Trust, Inc. (the
      “REIT”) are entering into an Exchange Rights Agreement with respect to the
      exchange of Transferor’s Common Units (including units received upon conversion
      of Series A Units) for cash or stock in the REIT (the “Exchange Rights
      Agreement”); and




WHEREAS,
      for federal income tax purposes, it is intended that the transfer of the
      Transferred Interests will be treated as a tax-free contribution by Transferor
      to Transferee of the Transferred Interests in exchange for the Units under
      Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”);
      and




WHEREAS,
      concurrently with the transfer and assignment of the Transferred Interests
      to
      Transferee, Transferor is withdrawing as a member of the Company.









NOW,
      THEREFORE, the parties covenant and agree as follows:




1.  Contribution
      and Transfer .




(a)  For
      and
      in consideration of the issuance by Transferee to Transferor of the Units,
      Transferor hereby contributes and assigns to Transferee all of Transferor’s
      right, title and interest in and to the Transferred Interests, including,
      without limitation, all of Transferor’s rights and interest in all profits,
      losses, Cash Flow, Capital Proceeds (as such terms are defined in the Mill
      Run
      Operating Agreement), distributions and capital of the Company with respect
      to
      such Transferred Interests, except that the Transferor is retaining all right
      to
      distributions previously paid and allocations made by the Company on account
      of
      the Transferred Interests prior to the date hereof. In connection with its
      receipt of the Units, Transferor agrees to be bound by and comply with the
      terms
      of the Amended and Restated Agreement of Limited Partnership of Transferee
      dated
      as of April 22, 2005, as amended by the First Amendment to the Amended and
      Restated Agreement of Limited Partnership of Transferee, dated as of the date
      hereof (as so amended, the “Partnership Agreement”), and delivers herewith an
      executed counterpart of the Partnership Agreement.




(b)  Transferee
      hereby accepts Transferor’s contribution, transfer and assignment of the
      Transferred Interests.




(c)  Transferor
      hereby withdraws as a Member of the Company and grants Transferee the right
      to
      be admitted as a substitute member of the Company in Transferor’s place in
      accordance with the terms of the Mill Run Operating Agreement.




(d)  The
      Company hereby admits Transferee as a substitute member of the Company in
      Transferor’s place.




2.  Representations
      and Warranties .




(a)  Transferor
      hereby represents and warrants to Transferee that (i) Transferor is the sole
      legal and beneficial owner of the Transferred Interests; (ii) Transferor has
      not
      previously assigned, transferred, sold, pledged or otherwise disposed of or
      hypothecated the Transferred Interests or any portion thereof or interest
      therein, except for the granting of any security interests therein which have
      been released on or prior to the date hereof; (iii) the Transferred Interests
      transferred hereby are free and clear of any liens, security interests and
      other
      encumbrances, except for those, if any, arising under the Mill Run Operating
      Agreement; (iv) the execution of, and the transfer and assignment of the
      Transferred Interests pursuant to, this Agreement have been authorized by all
      necessary action on the part of Transferor; (v) Transferor has the full
      right, power and authority to execute and deliver this Agreement and to perform
      its obligations hereunder, without obtaining any consents or approvals from,
      or
      taking any actions with respect to, any governmental authorities or other third
      parties; (vi)  this Agreement has been duly and validly executed and
      delivered by Transferor and, when executed and delivered by Transferee, will
      constitute the valid and binding agreement of Transferor, enforceable against
      Transferor in accordance with its respective terms; and (vii) the execution
      and
      delivery by Transferor of this Agreement and the performance of Transferor’s
      obligations hereunder and the transaction contemplated hereby do not violate
      or
      conflict with the governing documents of Transferor, or, subject to the
      approvals of the Members of the Company, any other instrument or agreement
      to
      which Transferor is a party; *provided* , *however* ,
      that
      notwithstanding anything herein to the contrary, Transferor is not making any
      representation or warranty as to whether any third party consents are or are
      not
      required under any loan or other financing agreements, mortgages or other
      instruments or agreements to which the Company or any entity directly or
      indirectly owned by the Company is a party, or by which any real or personal
      property owned by the Company or by any entity directly or indirectly owned
      by
      the Company is subject or encumbered.




2




(b)  Transferee
      hereby represents and warrants to Transferor that: (i) the execution of this
      Agreement, the Tax Protection Agreement, the Partnership Agreement and the
      Exchange Rights Agreement, and the issuance of the Units to Transferor, have
      been authorized by all necessary action on the part of Transferee and the REIT,
      as applicable; (ii) each of Transferee and the REIT, as applicable, has full
      right, power and authority to execute, deliver and perform this Agreement,
      the
      Tax Protection Agreement, the Partnership Agreement and the Exchange Rights
      Agreement without obtaining any consents or approvals from, or taking any
      actions with respect to, any governmental authorities or other third parties;
      (iii) this Agreement, the
      Tax
      Protection Agreement, the Partnership Agreement and the Exchange Rights
      Agreement have
      been
      duly and validly executed and delivered by Transferee and the REIT, as
      applicable, and, when executed and delivered by Transferor, will constitute
      the
      valid and binding agreement of Transferee and the REIT, as applicable,
      enforceable against Transferee and the REIT, as applicable, in accordance with
      their respective terms; (iv) a true and complete copy of the Partnership
      Agreement (including Exhibit A thereto updated to reflect the transactions
      contemplated by this Agreement and any other transactions involving the
      Transferee that are consummated on or prior to the date hereof) is attached
      hereto as Exhibit C ,
      and the
      Partnership Agreement has been duly executed and delivered by all parties
      thereto, is in full force and effect, and is binding and enforceable in
      accordance with its terms; (v) after giving effect to the transactions
      contemplated by this Agreement and any other transactions involving the
      Transferee that are consummated on or prior to the date hereof, the
      capitalization of Transferee (including the number of each class and series
      of
      units issued by Transferee and the related capital contributed with respect
      to
      such units) is set forth on Exhibit
      D hereto;
      (vi) the execution and delivery by each of Transferee and the REIT of this
      Agreement, the Tax Protection Agreement, the Partnership Agreement and the
      Exchange Rights Agreement and the performance of the obligations of Transferee
      and the REIT hereunder and thereunder and the transaction contemplated hereby
      and thereby do not violate or conflict with the governing documents of
      Transferee or the REIT or any other instrument or agreement to which either
      of
      them is a party, as the case may be (vii) on the date hereof immediately after
      the closing of the transfer and contribution by Transferor to Transferee
      described in Section 1 of this Agreement: (1) Transferor is
      simultaneously herewith being admitted as a limited partner in Transferee with
      respect to the Units; (2) the 704(b) “book” capital account of Transferor
      in Transferee is equal to $19,200,000; and (3) the Units have been duly
      issued to the Transferor and are fully paid and Transferor has no further
      obligation to contribute any amounts to the capital of Transferee or to
      reimburse Transferee for any expenses in respect of the Units;
      (viii) **** since
      May
      23, 2005, the REIT, has been subject to the reporting requirements of Section
      13
      or 15 of the Securities Exchange Act of 1934, as amended, and the rules and
      regulations promulgated thereunder (the “1934 Act”) and has filed with the
      Securities and Exchange Commission (“SEC”) all documents required to be filed
      under the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder (the “1933 Act”), and the 1934 Act (the “REIT SEC
      Documents”); (ix) as of their respective dates, the REIT SEC Documents complied
      in all material respects with the requirements of the 1933 Act and the 1934
      Act,
      as the case may be, and none of the REIT SEC Documents contained any untrue
      statement of a material fact or omitted a material fact required to be stated
      therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading, taking into account
      all corrections made by the REIT in subsequent filings with the SEC through
      the
      date of this Agreement; (x) the prospectus of the REIT dated January 23, 2008
      and the supplements thereto do not contain any untrue statement of material
      fact
      or omit a material fact required to be stated therein or necessary to make
      the
      statements therein, in light of the circumstance under which they were made,
      not
      misleading as of the date hereof; (xi) as of their respective dates, the
      consolidated financial statements of the REIT included in the REIT SEC Documents
      complied as to form in all material respects with then applicable accounting
      requirements and the published rules and regulations of the SEC with respect
      thereto, were prepared in accordance with generally accepted accounting
      principles applied on a consistent basis during the periods involved (except
      as
      may be indicated therein or in the notes thereto) and fairly presented the
      consolidated financial position of the REIT and its consolidated subsidiaries
      as
      at the dates thereof and the consolidated results of their operations and
      statements of cash flows for the periods covered by such statements (subject,
      in
      the case of unaudited statements, to normal year-end audit adjustments and
      to
      any other adjustments described therein); and (xii) neither Transferee nor
      the
      REIT have entered into or is a party to any instrument or agreement with any
      limited partner of Transferee which grants registration rights with respect
      to
      shares in the REIT which such limited partner may own or acquire.




3




(c)  Transferee
      hereby acknowledges, represents and warrants that it is not relying on any
      information, representations or warranties furnished or made by Transferor
      or
      any of Transferor’s representatives or agents as to any matter whatsoever
      concerning the Company or any entity that is directly or indirectly owned by
      the
      Company or in which the Company has any direct or indirect interest (including,
      without limitation, the legal status, good standing, organizational documents,
      business, prospects, assets, liabilities, financial condition or operations
      of,
      or the need for any third party consents to the transactions contemplated by
      this Agreement from any lenders to or other persons having any contractual
      relationship with or jurisdiction over, the Company or such other entity),
      or
      any matter (including, without limitation, physical condition, operating
      results, financing, liabilities, title, encumbrances, leases, zoning status,
      compliance with law, prospects and compliance with mortgages and other
      instruments and agreements) relating to any properties in which any of the
      Company or such other entities have a direct or indirect interest, and in
      entering into this Agreement and in accepting the Transferred Interests,
      Transferee is not relying upon any representations or warranties of Transferor
      or any of its representatives or agents whatsoever, except for the
      representations of Transferor expressly set forth in Section 2(a) hereof.
      Transferee further acknowledges, represents, warrants and covenants that in
      entering into this Agreement and in accepting the Transferred Interests, it
      is
      relying solely on its own independent investigation and due diligence with
      respect to the Company and any entity or property in which the Company has
      a
      direct or indirect interest, and Transferee further agrees that Transferee
      shall
      not seek to hold Transferor responsible or liable in any way for or in
      connection with any representations or warranties or other information furnished
      to Transferee by any person or entity, other than the representations and
      warranties of Transferor expressly set forth in Section 2(a)
      hereof.




4




3.  Release .




(a)  Transferor
      hereby releases and discharges Transferee,
      BRM LLC, a New Jersey limited liability company, and the Company and their
      respective past, present and future subsidiaries, directors, officers, partners,
      shareholders, members, managers, affiliates, employees, beneficiaries, agents,
      representatives, predecessors, successors and assigns (collectively, “Transferee
      Releasees”) from any claims, liabilities, obligations, causes of action, suits,
      debts, accounts, reckonings, contracts, agreements, promises, covenants,
      damages, costs (including costs of suit and attorneys’ fees and expenses) and
      demands (collectively, “Claims”) of whatever nature, character, type or
      description, whether contingent, known or unknown, liquidated or unliquidated,
      at law or in equity, which Transferor or its affiliates now
      has,
      has ever had or may hereafter claim to have against the Transferee Releasees,
      provided that such release and discharge is specifically limited to only those
      Claims that are on account of, relating to or arising from or under the
      Co mpany ,
      the
      Transferred Interests or the Mill Run Operating Agreement. In amplification,
      and
      not in limitation, of the foregoing, BRM LLC and the Company are hereby released
      by Transferor from, among other things, any obligation or liability to make
      any
      further distributions to Transferor. The release herein given shall be and
      remain in effect as a full and complete release notwithstanding the discovery
      or
      existence of any such additional or different claims or facts.




(b)  Transferee
      and the Company hereby
      release and discharge Transferor
      and its respective past, present and future subsidiaries, directors, officers,
      partners, shareholders, members, managers, affiliates, employees, beneficiaries,
      agents, predecessors, representatives, successors and assigns (collectively,
      “Transferor Releasees”) from any Claims, of whatever nature, character, type or
      description, whether contingent, known or unknown, liquidated or unliquidated,
      at law or in equity, which Transferee or the Company now has, has ever had
      or
      may hereafter claim to have against the Transferor Releasees, provided that
      such
      release and discharge is specifically limited to only those Claims that are
      on
      account of, relating to or arising from or under the Co mpany ,
      the
      Transferred Interests or the Mill Run Operating Agreement. In amplification,
      and
      not in limitation, of the foregoing, Transferor is hereby released by Transferee
      and the Company from, among other things, any obligation or liability to make
      any capital contributions to the Company or to return to the Company all or
      any
      portion of any distributions previously made to it by the Company. The release
      herein given shall be and remain in effect as a full and complete release
      notwithstanding the discovery or existence of any such additional or different
      claims or facts.




(c)  Notwithstanding
      anything in this Section 3 to the contrary, in no event shall either Transferor
      or Transferee or their respective affiliates, be deemed to release, discharge
      or
      waive, pursuant to this Section 3 or any other provision of this Agreement,
      any
      Claim against the other party (or its affiliates) that is not on account of,
      relating to or arising from or under the Company, the Transferred Interests
      or
      the Mill Run Operating Agreement (“Unrelated Claims”), and all such Unrelated
      Claims are hereby fully preserved and reserved in all respects, and all such
      Unrelated Claims remain in full force and effect. In amplification, and not
      in
      limitation, of the foregoing, all rights, remedies, covenants and obligations
      of
      the parties under this Agreement and under the documents and agreements attached
      as Exhibit
      A , Exhibit
      B and Exhibit
      C hereto
      (i) are hereby deemed to be Unrelated Claims, (ii) are not modified in any
      manner by the release provisions set forth in this Section 3, and (iii) remain
      in full force and effect.




5




4.  Indemnification .




(a)  Transferee
      shall defend, indemnify and hold harmless Transferor from and against any and
      all loss, liability, damage, cost or expense (including, without limitation,
      reasonable attorneys’ fees and disbursements) incurred or sustained by
      Transferor on account of (i) any breach of any representation, warranty or
      covenant of Transferee set forth herein, or (ii) the Transferred Interests,
      provided and to the extent that such loss, liability, damage or cost accrues
      on
      or after the date hereof.




(b)  Transferor
      shall defend, indemnify and hold harmless Transferee from and against any and
      all loss, liability, damage, cost or expense (including, without limitation,
      reasonable attorneys’ fees and disbursements) incurred or sustained by
      Transferee on account of any breach of any representation, warranty or covenant
      of Transferor set forth herein, provided and to the extent that such loss,
      liability, damage or cost accrues on or after the date hereof.




5.  Initial
      Unit Distributions; Unit Redemption .
      Transferor and Transferee acknowledge and agree that the first quarterly
      distribution paid by Transferee in respect of the Series A Units shall (a)
      be
      with respect to the quarter ending June 30, 2008, and (b) be prorated based
      on
      the number of days during such quarter after the date hereof. Transferor
      acknowledges that notwithstanding anything to the contrary herein or in the
      Partnership Agreement, Transferor shall not have the right to convert or redeem
      any Series A Units prior to June 26, 2013.




6.  Tax
      Reporting; Audits . For
      federal, state, and local income tax purposes, Transferee shall report
      Transferor’s contribution of the Transferred Interests to Transferee as a
      tax-free contribution pursuant to Section 721 of the Code (or the corresponding
      provision of state or local law, as applicable). Notwithstanding anything to
      the
      contrary in this Agreement or the Partnership Agreement, neither Transferee
      nor
      the REIT shall settle any matter that involves the tax treatment of (i) the
      contribution of the Transferred Interests or (ii) any other matter that would
      have a tax impact on Transferor that is materially, adversely different from
      the
      tax impact such matter would have on the REIT, without the prior written consent
      of Transferor, which consent shall not be unreasonably withheld.




7.  Registration
      Rights .
      Each of
      Transferee and the REIT agrees that in the event that either of them enters
      into
      or becomes a party to any instrument or agreement with any limited partner
      of
      Transferee which grants registration rights with respect to shares in the REIT
      which such limited partner may own or acquire, or otherwise grants such
      registration rights to any limited partner of Transferee, then each of
      Transferee and the REIT shall promptly notify Transferor and shall grant to
      Transferor, by entering into a registration rights agreement with Transferor
      that is in form and substance reasonably acceptable to Transferor, registration
      rights with respect to any shares issued by the REIT that Transferor may acquire
      in connection with a transfer or redemption of any of its Units to or by
      Transferee or the REIT, and such registration rights shall be on terms that
      are
      no less favorable to Transferor in any respect than the most favorable
      registration rights granted to any other limited partner of Transferee by
      Transferee or the REIT.




8.  Further
      Assurances . Each
      party to this Agreement will execute, acknowledge and deliver, or cause to
      be
      executed, acknowledged and delivered, any such further conveyances, assignments,
      approvals, consents and other documents, and do any other acts, as may be
      reasonably necessary to carry out the intent and purpose of this Agreement.
      Without limiting the generality of the foregoing, if any property, assets,
      collateral, funds, documents or other items which constitute a part of the
      Transferred Interests remains in or comes into either Transferor’s possession or
      control or remains or become vested or titled in Transferor, Transferor shall
      promptly take any and all actions necessary to transfer title and possession
      thereof to Transferee, all at Transferee’s sole cost and expense.




6




9.  Governing
      Law .
      This
      Agreement shall be construed and enforced in accordance with the laws of the
      State of New York.




10.  Binding
      Effect .
      This
      Agreement shall be binding upon, and shall inure to the benefit of, Transferor,
      Transferee and their respective successors and assigns.




11.  Severability .
      In the
      event that any phrase, clause, sentence, paragraph, section, article or other
      portion of this Agreement shall become illegal, null or void, or against public
      policy, for any reason, or shall be held by any court of competent jurisdiction
      to be illegal, null or void, or against public policy, the remaining portions
      of
      this Agreement shall not be affected thereby and shall remain in force and
      effect to the full extent permissible by law .




12.  Counterparts .
      This
      Agreement may be executed in several counterparts, each of which shall
      constitute an original and all of which, taken together, shall constitute one
      and the same Agreement, binding on each party hereto.




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7





**IN
      WITNESS WHEREOF,** Transferor
      and Transferee have executed this Agreement as of the date first above
      written.




**TRANSFEROR:**
              
              **ARBOR
                MILL RUN JRM LLC,**
              a
                Delaware limited liability company
              By:
                Arbor Commercial Mortgage, LLC,a
                New York limited liability company,its
                sole memberBy:Name:Title:




**TRANSFEREE****:**
              
              LIGHTSTONE
                VALUE PLUS REIT, L.P.,
              a
                  Delaware limited partnership
                ByLightstone
                  Value Plus Real Estate InvestmentTrust,
                  Inc., a Maryland corporation, its generalpartnerBy:Name:Title:






MILL
      RUN
      L.L.C. is executing this


Agreement
      for the sole purpose of


Sections
      1(d) and 3(b) hereof.





MILL
      RUN
      L.L.C.


By:
      BRM
      LLC, its managing member


By:Name:
              Title:




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      CONTINUE ON NEXT PAGE]




8





LIGHTSTONE
      VALUE PLUS REAL


ESTATE
      INVESTMENT TRUST, INC.,


is
      executing this agreement for the sole


purpose
      of Sections 6 and 7 hereof.





LIGHTSTONE
      VALUE PLUS REAL


ESTATE
      INVESTMENT TRUST, INC.,


a
      Maryland Corporation




By:Name:
              Title:


9





**EXHIBIT
      A**




**REPRESENTATION
      LETTER AND AGREEMENT**









**EXHIBIT
      B**




**TAX
      PROTECTION AGREEMENT**









**EXHIBIT
      C**




**PARTNERSHIP
      AGREEMENT**









**EXHIBIT
      D**




**CAPITALIZATION
      OF TRANSFEREE**