Exhibit 4.4







 


AMENDED AND RESTATED


 


CONTRIBUTION AGREEMENT


 


by and between


 


LIGHTSTONE VALUE PLUS REIT III LP 


 


and


 


LIGHTSTONE SLP III LLC


  


This Amended and Restated Contribution Agreement,
between Lightstone Value Plus REIT III LP, a Delaware limited partnership (the “OP”), and Lightstone SLP III
LLC, a Delaware limited liability company (the “SLP”), is dated September 11, 2015 (the “Restatement
Date”).


 


WHEREAS, Lightstone Value Plus Real Estate
Investment Trust III, Inc., a Maryland corporation (the “REIT”), has filed a Registration Statement on Form
S-11 (Registration No. 333-195292) (the “Registration Statement”) for an initial public offering (the “IPO”)
of up to 30,000,000 shares of REIT common stock, par value $0.01 per share (“Common Shares”) in a primary offering
at a price of $10.00 per Common Share, subject to the volume discounts and other special circumstances described in or otherwise
provided in the Registration Statement, and up to 10,000,000 Common Shares pursuant to the REIT’s distribution reinvestment
program at a price of $9.50 per Common Share;


   


WHEREAS, the OP admitted the SLP as a special
limited partner pursuant to the Agreement of Limited Partnership of Lightstone Value Plus REIT III LP, dated as of July 16, 2014
(the “OP LPA”);


 


WHEREAS, the OP and the SLP entered into
that certain Contribution Agreement, dated July 16, 2014 (the “Original Contribution Agreement”); and


 


WHEREAS, subject to and on the terms and
conditions set forth herein, the parties hereto wish to amend and restate the Original Contribution Agreement in its entirety upon
the terms and conditions set forth herein, with the Original Contribution Agreement, as so amended and restated, and as may be
further amended, restated, supplemented or otherwise modified, being hereinafter referred to as the “Agreement”;


  


NOW, THEREFORE, in consideration of the foregoing
and the mutual premises, covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree
that the Original Contribution Agreement is hereby amended and restated as follows as of the Restatement Date:


 


1. Contributions; Issuances of Subordinated
Participation Interests. The SLP agrees quarterly to contribute to the OP cash in an amount equal to the selling commissions,
dealer manager fees and other organization expenses paid by the REIT during the applicable quarter in connection with the sale
of Common Shares in the IPO. In consideration therefor, the OP agrees to issue to the SLP one Subordinated Participation Interest
(as such term is defined in the OP LPA) for each $50,000 that the SLP contributes. Notwithstanding the foregoing, the SLP’s
obligation to make contributions to the OP pursuant to this Section 1 will terminate on the earlier of: (i) the SLP’s
purchase of an aggregate of $15,000,000 of Subordinated Participation Interests and (ii) the REIT’s receipt of gross offering
proceeds of $125,000,000.


 


2. Term of Agreement. This Agreement,
unless earlier terminated by written consent of the parties hereto, shall continue in force until the earlier of: (i) the termination
of the IPO, (ii) the SLP’s purchase of an aggregate of $15,000,000 of Subordinated Participation Interests, and (iii) the
REIT’s receipt of gross offering proceeds of $125,000,000.


 


3. Miscellaneous.


 


3.1   This Agreement may be amended
only by written instrument duly executed by the parties hereto.


 


3.2   This Agreement will be governed
by, and construed and enforced in accordance with, the laws of the State of New York, without regard to its choice of law rules.


 


3.3   This Agreement may be executed
in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the
same instrument.


 


3.4   If any term, provision, covenant
or restriction of this Agreement is held by a court of competent jurisdiction or a federal or state regulatory agency to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.


 


[Signature page follows.]


 


	 


 


 




    	 



    	 



    

IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first written above.


 


	 	LIGHTSTONE VALUE PLUS REIT III LP  
	 	 
	 	By:   	
        Lightstone Value Plus Real Estate

        Investment Trust III, Inc., its General

        Partner  



 


	 	By:	/s/ David Lichtenstein
	 	 	Name: David Lichtenstein  
	 	 	 
	 	 	Title: Chief Executive Officer  


 


	 	LIGHTSTONE SLP III LLC
	 	 	 
	 	By:	/s/ David Lichtenstein
	 	 	Name: David Lichtenstein
	 	 	 
	 	 	Title: Manager