Exhibit
10.1

 


ADVISORY AGREEMENT



AMONG



LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST III, INC.,



LIGHTSTONE VALUE PLUS REIT III LP



AND



LIGHTSTONE VALUE PLUS REIT III LLC


 






Dated as of ________________, 2014


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	1.	DEFINITIONS	1
	 	 	 
	2.	APPOINTMENT	6
	 	 	 
	3.	DUTIES OF THE ADVISOR	7
	 	 	 
	4.	AUTHORITY OF ADVISOR	10
	 	 	 
	5.	FIDUCIARY RELATIONSHIP	10
	 	 	 
	6.	NO PARTNERSHIP OR JOINT VENTURE	10
	 	 	 
	7.	BANK ACCOUNTS	11
	 	 	 
	8.	RECORDS; ACCESS	11
	 	 	 
	9.	LIMITATIONS ON ACTIVITIES	11
	 	 	 
	10.	FEES	11
	 	 	 
	11.	EXPENSES	13
	 	 	 
	12.	OTHER SERVICES	14
	 	 	 
	13.	REIMBURSEMENTS	15
	 	 	 
	14.	OTHER ACTIVITIES OF THE ADVISOR	15
	 	 	 
	15.	THE LIGHTSTONE NAME	16
	 	 	 
	16.	TERM OF AGREEMENT	17
	 	 	 
	17.	TERMINATION BY THE PARTIES	17
	 	 	 
	18.	ASSIGNMENT TO AN AFFILIATE	17
	 	 	 
	19.	PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION	17
	 	 	 
	20.	INCORPORATION OF THE ARTICLES OF INCORPORATION AND THE OPERATING PARTNERSHIP AGREEMENT	18
	 	 	 
	21.	INDEMNIFICATION BY THE COMPANY	18
	 	 	 
	22.	INDEMNIFICATION BY THE ADVISOR	19
	 	 	 
	23.	NOTICES	19


 




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	24.	MODIFICATION	21
	 	 	 
	25.	SEVERABILITY	21
	 	 	 
	26.	GOVERNING LAW	21
	 	 	 
	27.	ENTIRE AGREEMENT	21
	 	 	 
	28.	NO WAIVER	21
	 	 	 
	29.	PRONOUNS AND PLURALS	21
	 	 	 
	30.	HEADINGS	21
	 	 	 
	31.	EXECUTION IN COUNTERPARTS	21


 




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ADVISORY AGREEMENT


 


THIS ADVISORY AGREEMENT, dated as of _____________,
2014 (this “Agreement”), is entered into among Lightstone Value Plus Real Estate Investment Trust III, Inc.,
a Maryland corporation (the “Company”), Lightstone Value Plus REIT III LP, a Delaware limited partnership (the
“Operating Partnership”), and Lightstone Value Plus REIT III LLC, a Delaware limited liability company.


 


WITNESSETH


 


WHEREAS, the Company is a Maryland corporation
created in accordance with Maryland General Corporation Law and intends to qualify as a REIT (as defined below);


 


WHEREAS, the Company is the general partner
of the Operating Partnership;


 


WHEREAS, the Company and the Operating Partnership
desire to avail themselves of the experience, sources of information, advice, assistance and certain facilities of the Advisor
(as defined below) and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject
to the supervision of, the Board of Directors of the Company, all as provided herein; and


 


WHEREAS, the Advisor is willing to render
such services, subject to the supervision of the Board of Directors of the Company, on the terms and subject to the conditions
hereinafter set forth;


 


NOW, THEREFORE, in consideration of the
foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


1.             DEFINITIONS.
As used in this Agreement, the following terms have the definitions set forth below:


 


“2%/25% Guidelines”
has the meaning set forth in Section 13.


 


“Acquisition Expenses”
has the meaning set forth in the Articles of Incorporation.


 


“Acquisition Fee”
means the fee payable to the Advisor or its Affiliates pursuant to Section 10(a).


 


“Advisor” means
Lightstone Value Plus REIT III LLC, a Delaware limited liability company, any successor advisor to the Company and the Operating
Partnership, or any Person to which Lightstone Value Plus REIT III LLC or any successor advisor subcontracts all or substantially
all its functions. Notwithstanding the foregoing, a Person hired or retained by Lightstone Value Plus REIT III LLC to perform property
management and related services for the Company or the Operating Partnership that is not hired or retained to perform substantially
all the functions of Lightstone Value Plus REIT III LLC with respect to the Company and the Operating Partnership as a whole shall
not be deemed to be an Advisor.


 




    	 



    	 



    

 


“Affiliate” or
“Affiliated” has the meaning set forth in the Articles of Incorporation.


 


“Agreement” has
the meaning set forth at the head of this Agreement, and such term shall include any amendment or supplement hereto from time to
time.


 


“Annual Subordinated Performance
Fee” means the fees payable to the Advisor or its assignees pursuant to Section 10(f).


 


“Articles of Incorporation”
means the charter of the Company, as amended or supplemented from time to time.


 


“Asset” has the
meaning set forth in the Articles of Incorporation.


 


“Asset Management Fee”
means the fees payable to the Advisor pursuant to Section 10(d).


 


“Average Invested Assets”
has the meaning set forth in the Articles of Incorporation. For an equity interest owned in a Joint Venture, the calculation of
Average Invested Assets shall take into consideration the underlying Joint Venture’s aggregate book value for the equity
interest.


 


“Board of Directors”
or “Board” means the Board of Directors of the Company.


 


“Business Day”
means any day on which the New York Stock Exchange is open for trading.


 


“Bylaws” means
the bylaws of the Company, as amended from time to time.


 


“Cause” means
(i) fraud, criminal conduct, willful misconduct or illegal or grossly negligent breach of fiduciary duty by the Advisor, or (ii)
if any of the following events occur: (A) the Advisor shall breach any material provision of this Agreement, and after written
notice of such breach, shall not cure such default within thirty (30) days or have begun action within thirty (30) days to cure
the default which shall be completed with reasonable diligence; (B) the Advisor shall be adjudged bankrupt or insolvent by a court
of competent jurisdiction, or an order shall be made by a court of competent jurisdiction for the appointment of a receiver, liquidator,
or trustee of the Advisor, for all or substantially all its property by reason of the foregoing, or if a court of competent jurisdiction
approves any petition filed against the Advisor for reorganization, and such adjudication or order shall remain in force or unstayed
for a period of thirty (30) days; or (C) the Advisor shall institute proceedings for voluntary bankruptcy or shall file a petition
seeking reorganization under the federal bankruptcy laws, or for relief under any law for relief of debtors, or shall consent to
the appointment of a receiver for itself or for all or substantially all its property, or shall make a general assignment for the
benefit of its creditors, or shall admit in writing its inability to pay its debts, generally, as they become due.


 




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“Change of Control”
means a change of control of the Company of a nature that would be required to be reported in response to the disclosure requirements
of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
as enacted and in force on the date hereof, whether or not the Company is then subject to such reporting requirements; provided,
however, that, without limitation, a Change of Control shall be deemed to have occurred if: (i) any “person” (within
the meaning of Section 13(d) of the Exchange Act, as enacted and in force on the date hereof) is or becomes the “beneficial
owner” (as that term is defined in Rule 13d-3, as enacted and in force on the date hereof, under the Exchange Act) of securities
of the Company representing 9.8% or more of the combined voting power of the Company’s securities then outstanding; (ii)
there occurs a merger, consolidation or other reorganization of the Company which is not approved by the Board of Directors; (iii)
there occurs a Sale, exchange, transfer or other disposition of substantially all the assets of the Company to another Person,
which disposition is not approved by the Board of Directors; or (iv) there occurs a contested proxy solicitation of the Stockholders
that results in the contesting party electing candidates to a majority of the Board of Directors’ positions next up for election.


 


“Code” means the
Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the
Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto,
as interpreted by any applicable regulations as in effect from time to time.


 


“Common Shares”
means shares of the Company’s common stock, par value $0.01 per share.


 


“Company” has
the meaning set forth at the head of this Agreement.


 


“Competitive Real Estate Commission”
has the meaning set forth in the Articles of Incorporation.


 


“Contract Purchase Price”
has the meaning set forth in the Articles of Incorporation.


 


“Contract Sales Price”
means the total consideration received by the Company for the Sale of an Investment.


 


“Dealer Manager”
means the Person(s) selected by the Board of Directors to act as the dealer manager for an Offering.


 


“Dealer Manager Fee”
means the fee paid to the Dealer Manager for serving as the dealer manager of a Primary Offering.


 


“Director” means
a member of the Board of Directors.


 


“Distributions”
has the meaning set forth in the Articles of Incorporation.


 


“Excess Amount”
has the meaning set forth in Section 13.


 


“Exchange Act”
has the meaning set forth in the definition of “Change of Control.”


 


“Financing Coordination Fee”
means the fees payable to the Advisor pursuant to Section 10(e).


 




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“GAAP” means United
States generally accepted accounting principles, consistently applied.


 


“Good Reason”
means: (i) any failure to obtain a satisfactory agreement from any successor to the Company or the Operating Partnership to assume
and agree to perform obligations under this Agreement; or (ii) any material breach of this Agreement of any nature whatsoever by
the Company or the Operating Partnership.


 


“Gross Proceeds”
has the meaning set forth in the Articles of Incorporation.


 


“include,” “includes”
and “including” shall be construed as if followed by the phrase “without limitation.”


 


“Indemnitee” has
the meaning set forth in Section 21(a).


 


“Independent Director”
has the meaning set forth in the Articles of Incorporation.


 


“Investment” means
any investment by the Company or the Operating Partnership, directly or indirectly, in Real Estate Assets, Real Estate-Related
Loans or any other asset.


 


“Investment Company Act”
has the meaning set forth in Section 3(x).


 


“Joint Venture”
means any joint venture or partnership or other similar arrangement (other than between the Company and the Operating Partnership)
in which the Company or the Operating Partnership or any of their subsidiaries is a co-venturer, member or partner, which is established
to acquire or hold Investments.


 


“Listing” means
the listing of the Common Shares or any other securities into or for which the Common Shares are converted or exchanged on a national
securities exchange, or the inclusion of the Common Shares for trading in the over-the-counter market.


 


“Loan” means any
indebtedness or obligation in respect of borrowed money or evidenced by a bond, note, debenture, deed of trust, letter of credit
or similar instrument, including any mortgage or mezzanine loan.


 


“NASAA REIT Guidelines”
means the Statement of Policy Regarding Real Estate Investment Trusts as revised and adopted by the North American Securities Administrators
Association on May 7, 2007, as the same may be amended from time to time.


 


“Net Income” has
the meaning set forth in the Articles of Incorporation.


 


“Net Investment”
means, with respect to any holder of Common Shares, $10.00 per Common Share, less a pro rata share of any proceeds received from
the Sale or refinancing of Assets.


 


“Notice” has the
meaning set forth in Section 23.


 


“Offering” means
a public offering of Shares pursuant to a Prospectus.


 




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“Operating Partnership”
has the meaning set forth at the head of this Agreement.


 


“Operating Partnership Agreement”
means the Agreement of Limited Partnership of the Operating Partnership, among the Company, the Advisor and Lightstone SLP III
LLC, a Delaware limited liability company, as the same may be amended from time to time.


 


“OP Units” means
units of limited partnership interest in the Operating Partnership.


 


“Organization and Offering Expenses”
means all costs and expenses to be paid by the Company in connection with the formation of the Company and an Offering, including
(i) the Company’s legal, accounting, printing, mailing and filing fees, (ii) charges of the Company’s escrow agent,
(iii) reimbursements to the Dealer Manager and participating broker-dealers for due diligence expenses set forth on detailed and
itemized invoices, (iv) amounts to reimburse the Advisor for its portion of the salaries of the employees of its Affiliates who
provide services to the Advisor, and (v) other costs in connection with administrative oversight of such Offering and the marketing
process, such as preparing supplemental sales materials, holding educational conferences and attending retail seminars conducted
by the Dealer Manager or participating broker-dealers.


 


“Person” has the
meaning set forth in the Articles of Incorporation.


 


“Primary Offering”
means the portion of an Offering other than the offering of Common Shares pursuant to the Company’s distribution reinvestment
program.


 


“Prospectus” means
a final prospectus of the Company filed pursuant to Rule 424(b) of the Securities Act, as the same may be amended or supplemented
from time to time.


 


“Real Estate Asset”
means any investment by the Company or the Operating Partnership in unimproved and improved Real Property (including fee or leasehold
interests, options and leases), directly, through one or more subsidiaries or through a Joint Venture.


 


“Real Estate Disposition Commission”
means the fees payable to the Advisor pursuant to Section 10(c).


 


“Real Estate-Related Loan”
means any investment in mortgage loans and other types of real estate-related debt financing, including mezzanine loans, bridge
loans, convertible mortgages, wraparound mortgage loans, construction mortgage loans, loans on leasehold interests and participations
in such loans, by the Company or the Operating Partnership, directly, through one or more subsidiaries or through a Joint Venture.


 


“Real Property”
has the meaning set forth in the Articles of Incorporation.


 


“REIT” has the
meaning set forth in the Articles of Incorporation.


 




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“Sale” means any
transaction or series of transactions whereby: (i) the Company or the Operating Partnership directly or indirectly (except as described
in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its direct or indirect ownership of
any Real Estate Asset, Loan or other Investment or portion thereof, including the lease of any Real Estate Asset consisting of
a building only, and including any event with respect to any Real Estate Asset that gives rise to a significant amount of insurance
proceeds or condemnation awards; (ii) the Company or the Operating Partnership directly or indirectly (except as described in other
subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all the
direct or indirect interest of the Company or the Operating Partnership in any Joint Venture in which it is a co-venturer, member
or partner; (iii) any Joint Venture directly or indirectly (except as described in other subsections of this definition) sells,
grants, transfers, conveys, or relinquishes its direct or indirect ownership of any Real Estate Asset or portion thereof, including
any event with respect to any Real Estate Asset which gives rise to a significant amount of insurance proceeds or condemnation
awards; (iv) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this
definition) sells, grants, conveys or relinquishes its direct or indirect interest in any Real Estate-Related Loan or portion thereof
(including, with respect to any Real Estate-Related Loan, all payments thereunder or in satisfaction thereof other than regularly
scheduled interest payments) and any event which gives rise to a significant amount of insurance proceeds or similar awards; or
(v) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition)
sells, grants, transfers, conveys or relinquishes its direct or indirect ownership of any other asset not previously described
in this definition or any portion thereof, but not including any transaction or series of transactions specified in clauses (i)
through (v) above in which the proceeds of such transaction or series of transactions are reinvested by the Company in one or more
assets within 180 days thereafter.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Shares” has the
meaning set forth in the Articles of Incorporation.


 


“Sponsor” means
The Lightstone Group, LLC, a New Jersey limited liability company.


 


“Stockholder”
means a holder of record of the Shares, as maintained on the books and records of the Company or its transfer agent.


 


“Subordinated Participation
Interest” means a profits interest in the Operating Partnership designated as a Class B Unit in accordance with the
terms of the Operating Partnership Agreement.


 


“such as” shall
be construed as if followed by the phrase “without limitation.”


 


“Termination Date”
means the date of termination of this Agreement.


 


“Total Operating Expenses”
has the meaning set forth in the Articles of Incorporation. The definition of “Total Operating Expenses” set forth
above is intended to encompass only those expenses which are required to be treated as Total Operating Expenses under the NASAA
REIT Guidelines. As a result, and notwithstanding the definition set forth above, any expense of the Company which is not part
of Total Operating Expenses under the NASAA REIT Guidelines shall not be treated as part of Total Operating Expenses for purposes
hereof.


 




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2.            APPOINTMENT.
The Company and the Operating Partnership hereby appoint the Advisor to serve as their advisor to perform the services set forth
herein on the terms and subject to the conditions set forth in this Agreement and subject to the supervision of the Board, and
the Advisor hereby accepts such appointment.


 


3.            DUTIES
OF THE ADVISOR. The Advisor will use its reasonable best efforts to find, evaluate, present and recommend to the Company and
the Operating Partnership investment opportunities consistent with the Company’s investment policies and objectives as adopted
from time to time by the Board. In its performance of this undertaking, subject to the supervision of the Board and consistent
with the provisions of the Articles of Incorporation, the Bylaws and the Operating Partnership Agreement, the Advisor, either directly
or indirectly, shall, among other duties:


 


(a)          serve
as the Company’s and the Operating Partnership’s investment and financial advisor;


 


(b)          exercise
absolute discretion, subject to the Board’s review, in decisions to originate, acquire, retain or sell Investments; provided,
that the Advisor may acquire on behalf of the Company and the Operating Partnership any Investment with purchase price that is
less than $15,000,000 without the prior approval of the Board (other than an Investment acquired from the Advisor, a Director,
the Sponsor or their Affiliates, in which case the approval of the Independent Directors will be required) if and to the extent
that:


 


(i)          the
proposed acquisition would not, if consummated, violate or conflict with the Company’s investment objectives;


 


(ii)         the
proposed acquisition would not, if consummated, violate the limitations on borrowing set forth in the Articles of Incorporation;
and


 


(iii)        the
consideration proposed to be paid for such Investment does not exceed the fair market value of such Investment, as determined by
a qualified independent real estate appraiser selected in good faith by the Advisor and acceptable to the Independent Directors;


 


(c)          provide
daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary
for the day-to-day management of the operations of the Company and the Operating Partnership;


 


(d)          investigate,
select and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance
of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including consultants, accountants,
correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries,
custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers,
real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and
the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor and Persons acting in
any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including
entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing);


 




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(e)          consult
with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s
financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of Investments
consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken
by the Company or the Operating Partnership;


 


(f)          subject
to the provisions of Section 4, (i) present a continuing and suitable investment program to the Board that is consistent
with the Company’s investment policies and objectives; (ii) locate, analyze and select potential Investments; (iii) structure
and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made;
(iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on
behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v)
arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the
proceeds from the Sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Investments and,
to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments, including,
with respect to Real Estate-Related Loans, servicing; (vii) actively oversee and manage Investments for purposes of meeting the
Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall
portfolio; (viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships;
(ix) oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the
Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of
the services required to be performed under this Agreement; (xi) manage accounting and other recordkeeping functions for the Company
and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and
generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii)
source and structure Real Estate-Related Loans (if the Company retains the servicing rights, the Advisor or one of its Affiliates
will service the Real Estate-Related Loan or select a third-party provider to do so);


 


(g)          upon
request, provide the Board with periodic reports regarding prospective Investments;


 


(h)          make
investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Board;


 


(i)          perform
a diligence review on each Investment prior to the closing thereof, including, with respect to Real Properties, obtaining an environmental
site assessment for each proposed acquisition (which at a minimum will include a Phase I assessment, but which will include a Phase
II assessment if the results of a Phase I assessment would warrant it);


 




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(j)          negotiate
on behalf of the Company and the Operating Partnership with banks or other lenders for Loans to be made to the Company, the Operating
Partnership or any of their subsidiaries, and negotiate with investment banking firms and broker-dealers on behalf of the Company,
the Operating Partnership or any of their subsidiaries, or negotiate private sales of Common Shares or obtain Loans for the Company,
the Operating Partnership or any of their subsidiaries, but in no event in such a manner that the Advisor shall be acting as broker-dealer
or underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection
with the foregoing shall be the responsibility of the Company, the Operating Partnership or any of their subsidiaries;


 


(k)          obtain
reports (which may be, but are not required to be, prepared by the Advisor or its Affiliates), where appropriate, concerning the
value of Investments or contemplated Investments of the Company and the Operating Partnership;


 


(l)          from
time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the
Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving
the Advisor or any of its Affiliates;


 


(m)          provide
the Company and the Operating Partnership with all necessary cash management services;


 


(n)          deliver
to, or maintain on behalf of, the Company copies of all appraisal reports;


 


(o)          notify
the Board of all proposed material transactions before they are completed;


 


(p)          effect
any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;


 


(q)          perform
investor relations and Stockholder communications functions for the Company;


 


(r)          render
such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein;


 


(s)          maintain
the Company’s accounting and other records and assist the Company in preparing, reviewing and filing all reports and returns
required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;


 


(t)          do
all things reasonably necessary to assure its ability to render the services described in this Agreement;


 


(u)          make
decisions regarding marketing methods with respect to the initial public Offering, the termination or extension of the initial
public Offering, the initiation of a follow-on Offering, mergers and other Change of Control transactions and certain significant
press releases;


 




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(v)         periodically
review each Investment to determine the optimal time to sell the Investment and generate a strong return;


 


(w)          administer
the Company’s share repurchase program and, in connection therewith, consider various factors in determining the amount of
liquid assets the Company should maintain, including but not limited to the Company’s receipt of proceeds from sales of additional
Common Shares, the Company’s cash flow from operations, available borrowing capacity under a line of credit, if any, the
Company’s receipt of proceeds from any asset sale, and the use of cash to fund repurchases;


 


(x)          continually
review the Company’s investment activity to attempt to ensure that the Company will not be regulated as an “investment
company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and


 


(y)          continuously
monitor the Company’s capital needs and the amount of available liquid assets relative to the Company’s current business,
as well as the volume of repurchase requests relative to the sales of new Common Shares.


 


Notwithstanding the foregoing or anything
else that may be to the contrary in this Agreement, the Advisor may delegate any of the foregoing duties to any Person so long
as the Advisor or its Affiliate remains responsible for the performance of the duties set forth in this Section 3.


 


4.            AUTHORITY
OF ADVISOR.


 


(a)          Pursuant
to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 9), and subject
to the continuing and exclusive authority of the Board over the supervision of the Company, the Company, acting on the authority
of the Board of Directors, hereby delegates to the Advisor the authority to perform the services described in Section 3.


 


(b)          If
a transaction requires approval by the Independent Directors, the Advisor will deliver to the Independent Directors all documents
and other information reasonably required by them to evaluate properly the proposed transaction.


 


(c)          The
Board may, at any time upon the giving of Notice to the Advisor, modify or revoke the authority set forth in this Section 4;
provided, however, that such modification or revocation shall be effective upon receipt by the Advisor and shall
not be applicable to investment transactions to which the Advisor has committed the Company or the Operating Partnership prior
to the date of receipt by the Advisor of such notification.


 


5.            FIDUCIARY
RELATIONSHIP. The Advisor, as a result of its relationship with the Company and the Operating Partnership pursuant to this
Agreement, has a fiduciary responsibility and duty to the Company, the Stockholders and the partners in the Operating Partnership.


 




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6.            NO
PARTNERSHIP OR JOINT VENTURE. Except as provided in Section 10(g), the parties to this Agreement are not partners or
joint venturers with each other and nothing herein shall be construed to make them partners or joint venturers or impose any liability
as such on either of them.


 


7.            BANK
ACCOUNTS. The Advisor may establish and maintain one or more bank accounts in the name of the Company or the Operating Partnership
and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf
of the Company or the Operating Partnership, under such terms and conditions as the Board may approve; provided, that no
funds shall be commingled with the funds of the Advisor; and, upon request, the Advisor shall render appropriate accountings of
such collections and payments to the Board and to the auditors of the Company.


 


8.            RECORDS;
ACCESS. The Advisor shall maintain appropriate records of all its activities hereunder and make such records available for
inspection by the Directors and by counsel, auditors and authorized agents of the Company, at any time and from time to time. The
Advisor shall at all reasonable times have access to the books and records of the Company and the Operating Partnership.


 


9.            LIMITATIONS
ON ACTIVITIES. Notwithstanding anything herein to the contrary, the Advisor shall refrain from taking any action which, in
its sole judgment, or in the sole judgment of the Company, made in good faith, would (a) adversely affect the status of the Company
as a REIT, unless the Board has determined that REIT qualification is not in the best interests of the Company and its Stockholders,
(b) subject the Company to regulation under the Investment Company Act, or (c) violate any law, rule, regulation or statement of
policy of any governmental body or agency having jurisdiction over the Company, the Operating Partnership or the Shares, or otherwise
not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case
the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain
from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall
have no liability for acting in accordance with the specific instructions of the Board so given.


 


10.            FEES.


 


(a)          Acquisition
Fee. Subject to Section 10(b), the Company will pay to the Advisor or its Affiliates (i) one percent (1.0%) of the
Contract Purchase Price of each Real Estate Asset acquired (including the Company’s pro rata share (direct or indirect) of
debt attributable to such Real Estate Asset), or (ii) one percent (1.0%) of the amount advanced for a Loan or other Investment
(other than the acquisition of a Real Estate Asset) (including the Company’s pro rata share (direct or indirect) of debt
attributable to such Investment), as applicable. The Company shall pay to the Advisor or its Affiliates the Acquisition Fee promptly
upon the closing of the Investment. If the Advisor is terminated without Cause pursuant to Section 17(a), the Advisor or
its Affiliates shall be entitled to an Acquisition Fee for any Investments acquired after the Termination Date for which a contract
to acquire any such Investment had been entered into at or prior to the Termination Date. In the case of an Investment made through
a Joint Venture, the Acquisition Fee shall be calculated based on the direct or indirect ownership percentage in the Joint Venture
held by the Company or the Operating Partnership. For purposes of this Section 10(a), “ownership percentage”
means the percentage of capital stock, membership interests, partnership interests or other equity interests held by the Company
or the Operating Partnership, without regard to classification of such equity interests.


 




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(b)          Limitation
on Total Acquisition Fees, Financing Coordination Fees and Acquisition Expenses; Reinvestments. In no event will the total
of all Acquisition Fees, Financing Coordination Fees and Acquisition Expenses payable with respect to a particular Investment be
unreasonable or exceed (i) five percent (5.0%) of the Contract Purchase Price of each Real Estate Asset (including the Company’s
pro rata share (direct or indirect) of debt attributable to such Real Estate Asset), or (ii) five percent (5.0%) of the amount
advanced for a Loan or other Investment (other than the acquisition of a Real Estate Asset) (including the Company’s pro
rata share (direct or indirect) of debt attributable to such Investment), as applicable. In addition, if during the period ending
two years after the close of the initial Offering, the Company sells an Investment and then reinvests in other Investments, the
Company will pay to the Advisor or its Affiliates, as applicable, any Acquisition Fees and Financing Coordination Fees in respect
of such other Investments, and will reimburse the Advisor for any Acquisition Expenses in respect of such other Investments of
the Advisor or any of its Affiliates; provided, however, that in no event shall the total of all Acquisition Fees,
Financing Coordination Fees and Acquisition Expenses payable in respect of such reinvestment be unreasonable or exceed (x) five
percent (5.0%) of the Contract Purchase Price of each Real Estate Asset acquired (including the Company’s pro rata share
(direct or indirect) of debt attributable to such Real Estate Asset), or (y) five percent (5.0%) of the amount advanced for a Loan
or other Investment (other than the acquisition of a Real Estate Asset) (including the Company’s pro rata share (direct or
indirect) of debt attributable to such Investment), as applicable. Notwithstanding the anything to the contrary in this Section
10(b), a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction
may approve fees and expenses in excess of the limits set forth in this Section 10(b) if they determine the transaction
to be commercially competitive, fair and reasonable to the Company.


 


(c)          Real
Estate Disposition Commission. For substantial services in connection with the Sale of a Real Estate Asset, the Company
will pay the Advisor or any of its Affiliates a Real Estate Disposition Commission in an amount equal to the lesser of (i) one-half
of the Competitive Real Estate Commission in respect of such Real Estate Asset and (ii) two percent (2.0%) of the Contract Sales
Price of such Real Estate Asset; provided, however, that the real estate commissions paid to the Advisor, its Affiliates
and non-Affiliates in respect of such Real Estate Asset shall not exceed the lesser of six percent (6.0%) of the Contract Sales
Price or the Competitive Real Estate Commission in respect of such Real Estate Asset. The Independent Directors will determine
whether the Advisor or its Affiliates have provided a substantial amount of services to the Company in connection with the Sale
of a Real Estate Asset. A substantial amount of services in connection with the Sale of a Real Estate Asset includes the preparation
by the Advisor or its Affiliates of an investment package for the Real Estate Asset (including an investment analysis, an asset
description and other due diligence information) or such other substantial services performed by the Advisor or its Affiliates
in connection with a Sale.


 


(d)          Asset
Management Fee. Beginning on the date on which the initial Offering has ended and the Company has invested substantially
all the net proceeds therefrom, the Company shall pay the Advisor or its assignees a monthly fee equal to one-twelfth (1/12) of
seventy-five hundredths percent (0.75%) of the Average Invested Assets, calculated and payable on the first Business Day of each
month.


 




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(e)          Financing
Coordination Fee. If the Advisor provides services in connection with the financing of an Asset, assumption of any loan
in connection with the acquisition of an Asset or origination or refinancing of any loan on an Asset, the Company will pay the
Advisor or its assignees a Financing Coordination Fee equal to seventy-five hundredths percent (0.75%) of the amount available
or outstanding under such financing. The Advisor may reallow some of or all the Financing Coordination Fee to reimburse third parties
with whom it may subcontract to procure such financing.


 


(f)          Annual
Subordinated Performance Fee. The Company shall pay the Advisor an Annual Subordinated Performance Fee calculated on the
basis of the Company’s annual return to holders of Common Shares, payable annually in arrears in any year in which holders
of Common Shares receive payment of a six percent (6%) annual cumulative, pre-tax, non-compounded return on their respective Net
Investments, in an amount equal to fifteen percent (15%) of the amount in excess of such six percent (6%) per annum return; provided,
that the Annual Subordinated Performance Fee shall not exceed ten percent (10%) of the aggregate return for such year; and provided,
further, that the Annual Subordinated Performance Fee will not be paid unless holders of Common Shares receive a return
of their respective Net Investments. The Annual Subordinated Performance Fee shall be payable only from realized appreciation in
Assets upon their Sale or refinancing.


 


(g)          Subordinated
Participation Interests. Prior to the date on which the initial Offering has ended and the Company has invested substantially
all the net proceeds therefrom, the Company shall cause the Operating Partnership to periodically issue Subordinated Participation
Interests in the Operating Partnership to the Advisor or its assignees, pursuant to the terms and conditions contained in the Operating
Partnership Agreement, in connection with the Advisor’s (or its assignees’) management of the Operating Partnership’s
assets.


 


11.           EXPENSES.


 


(a)          In
addition to the compensation paid to the Advisor pursuant to Section 10, the Company or the Operating Partnership shall
pay directly or reimburse the Advisor for all the expenses paid or incurred by the Advisor or its Affiliates in connection with
the services it provides to the Company and the Operating Partnership pursuant to this Agreement, including the following:


 


(i)          Organization
and Offering Expenses (including third-party due diligence fees related to a Primary Offering, as set forth in detailed and itemized
invoices);


 


(ii)         Acquisition
Expenses, subject to the limitations set forth in Section 10(b);


 


(iii)        the
actual cost of goods and services used by the Company and obtained from entities not Affiliated with the Advisor;


 




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(iv)        interest
and other costs for Loans, including discounts, points and other similar fees;


 


(v)         taxes
and assessments on income of the Company or Investments;


 


(vi)        costs
associated with insurance required in connection with the business of the Company or by the Board;


 


(vii)       expenses
of managing and operating Investments owned by the Company, whether payable to an Affiliate of the Company or a non-Affiliated
Person;


 


(viii)      all
expenses in connection with payments to the Directors for attending meetings of the Board and Stockholders;


 


(ix)         expenses
associated with a Listing, if applicable, or with the issuance and distribution of Shares, such as selling commissions and fees,
advertising expenses, taxes, legal and accounting fees, Listing and registration fees;


 


(x)          expenses
connected with payments of Distributions;


 


(xi)         expenses
of organizing, revising, amending, converting, modifying or terminating the Company, the Operating Partnership or any subsidiary
thereof or the Articles of Incorporation, Bylaws or governing documents of the Operating Partnership or any subsidiary of the Company
or the Operating Partnership;


 


(xii)        expenses
of maintaining communications with Stockholders, including the cost of preparing, printing and mailing annual reports and other
Stockholder reports, proxy statements and other reports required by governmental entities;


 


(xiii)       administrative
service expenses, including all costs and expenses incurred by the Advisor or its Affiliates in fulfilling its duties hereunder,
including reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance of such services;
provided, however, that no reimbursement shall be made for services for which the Advisor or its Affiliates are entitled
to compensation in the form of a separate fee; and


 


(xiv)      audit,
accounting and legal fees.


 


(b)          Commencing
twelve (12) months after the commencement of the initial Offering, the Company will reimburse the Advisor’s costs of providing
administrative services at the end of each fiscal quarter, subject to the limitation set forth in Section 13, and provided,
that the initial Offering has first broken escrow.


 


12.           OTHER
SERVICES. Should the Board request that the Advisor or any director, officer or employee thereof render services for the Company
and the Operating Partnership other than as set forth in Section 3, such services shall be separately compensated at such
customary rates and in such customary amounts as are agreed upon by the Advisor and the Board, including a majority of the Independent
Directors, subject to the limitations contained in the Articles of Incorporation, and shall not be deemed to be services pursuant
to the terms of this Agreement.


 




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13.           REIMBURSEMENTS.
The Company shall not reimburse the Advisor at the end of any fiscal quarter in which Total Operating Expenses incurred by the
Advisor for the four consecutive fiscal quarters then ended exceed (the “Excess Amount”) the greater of two
percent (2%) of Average Invested Assets and twenty-five percent (25%) of Net Income (the “2%/25% Guidelines”)
for such year. Within 60 days after the end of any fiscal quarter for which there is an Excess Amount which the Independent Directors
conclude was justified and reimbursable to the Advisor based on such unusual and non-recurring factors that the Independent Directors
deem sufficient, there shall be sent to the holders of Common Shares a written disclosure of such fact, together with an explanation
of the factors the Independent Directors considered in determining that such Excess Amount was justified. If the Independent Directors
do not determine that excess expenses are justified, the Advisor shall reimburse the Corporation at the end of the twelve-month
period the amount by which the expenses exceeded the 2%/25% Guidelines.


 


14.           OTHER
ACTIVITIES OF THE ADVISOR.


 


(a)          Except
as set forth in this Section 14, nothing herein contained shall prevent the Advisor or any of its Affiliates from engaging
in or earning fees from other activities, including the rendering of advice to other Persons (including other REITs) and the management
of other programs advised, sponsored or organized by the Sponsor or its Affiliates; nor shall this Agreement limit or restrict
the right of any director, officer, member, partner, employee or stockholder of the Advisor or any of its Affiliates to engage
in or earn fees from any other business or to render services of any kind to any other Person and earn fees for rendering such
services; provided, however, that the Advisor must devote sufficient resources to the Company’s business to
discharge its obligations to the Company under this Agreement; and provided, further, however, that
before the Advisor and all Persons controlled by the Advisor may take advantage of an opportunity for their own account or present
or recommend it to others, they are obligated to present such opportunity to the Company if (i) such opportunity is compatible
with the Company’s investment objectives and policies, (ii) such opportunity is of a character which could be taken by the
Company, and (iii) the Company has the financial resources to take advantage of such opportunity. The Advisor may, with respect
to any investment in which the Company is a participant, also render advice and service to each and every other participant therein,
and earn fees for rendering such advice and service. Specifically, it is contemplated that the Company may enter into Joint Ventures
or other similar co-investment arrangements with certain Persons, and pursuant to the agreements governing such Joint Ventures
or arrangements, the Advisor may be engaged to provide advice and service to such Persons, in which case the Advisor will earn
fees for rendering such advice and service.


 




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(b)          If
an investment opportunity becomes available that is suitable for both the Company and a public or private entity with which the
Advisor or its Affiliates are affiliated for which both entities have sufficient uninvested funds, and the requirements of the
second proviso in Section 14(a) have been satisfied, then the entity that has had uninvested funds for the longest period
of time will first be offered the investment opportunity. An investment opportunity will not be considered suitable for an entity
if the 2%/25% Guidelines could not be satisfied if the entity were to make the investment. In determining whether or not an investment
opportunity is suitable for more than one entity, the Board and the Advisor will examine such factors, among others, as the cash
requirements of each entity, the effect of the acquisition both on diversification of each entity’s investments by type of
property and geographic area and on diversification of the tenants of its properties, the policy of each entity relating to leverage
of properties, the anticipated cash flow of each entity, the income tax effects of the purchase to each entity, the size of the
investment and the amount of funds available to each program and the length of time such funds have been available for investment.
If a subsequent development, such as a delay in the closing of the acquisition of such investment or a delay in the construction
of a property, causes any such investment, in the opinion of the Board and the Advisor, to be more appropriate for an entity other
than the entity that committed to make the investment, the Advisor may determine that the other entity affiliated with the Advisor
or its Affiliates will make the investment. It shall be the duty of the Board, including the Independent Directors, to ensure that
the method used by the Advisor for the allocation of the acquisition of investments by two or more affiliated programs seeking
to acquire similar types of assets is applied fairly to the Company.


 


15.           THE
LIGHTSTONE NAME. The Advisor and its Affiliates have or may have a proprietary interest in the name “Lightstone.”
The Advisor hereby grants to the Company, to the extent of any proprietary interest the Advisor may have in the name “Lightstone,”
a non-transferable, non-assignable, non-exclusive, royalty-free right and license to use the name “Lightstone” during
the term of this Agreement. The Company agrees that the Advisor and its Affiliates will have the right to approve any use by the
Company of the name “Lightstone,” such approval not to be unreasonably withheld or delayed. Accordingly, and in recognition
of this right, if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform advisory services for
the Company, the Company will, promptly after receipt of a written request from the Advisor, cease to conduct business under or
use the name “Lightstone” or any derivative thereof and the Company shall change its name and the names of any of its
subsidiaries to a name that does not contain the name “Lightstone” or any other word or words that might, in the reasonable
discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any
its Affiliates. At such time, the Company also will make any changes to any trademarks, servicemarks or other marks necessary to
remove any references to the word “Lightstone.” Consistent with the foregoing, it is specifically recognized that the
Advisor or one or more of its Affiliates has in the past and may in the future organize, sponsor or otherwise permit to exist other
investment vehicles (including vehicles for investment in real estate) and financial and service organizations having the name
“Lightstone” as a part of their name, all without the need for any consent (and without the right to object thereto)
by the Company. Neither the Advisor nor any of its Affiliates makes any representation or warranty, express or implied, with respect
to the name “Lightstone” licensed hereunder or the use thereof (including, without limitation, as to whether the use
of the name “Lightstone” will be free from infringement of the intellectual property rights of third parties). Notwithstanding
the preceding, the Advisor represents and warrants that it is not aware of any pending claims or litigation or of any claims threatened
in writing regarding the use or ownership of the name “Lightstone.”


 




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16.           TERM
OF AGREEMENT. This Agreement shall continue in force for a period of one year from the date hereof. Thereafter, the term may
be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties.


 


17.           TERMINATION
BY THE PARTIES. This Agreement may be terminated upon sixty (60) days’ prior written Notice (a) by the Independent Directors
of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon
a Change of Control; provided, that termination of this Agreement with Cause shall be upon forty-five (45) days’ prior
written Notice. The provisions of Sections 15 and 19 through 31 (inclusive) of this Agreement shall survive
any expiration or earlier termination of this Agreement.


 


18.           ASSIGNMENT
TO AN AFFILIATE. This Agreement may be assigned by the Advisor to an Affiliate with the approval of a majority of the Directors
(including a majority of the Independent Directors). The Advisor may assign any rights to receive fees or other payments under
this Agreement to any Person without obtaining the approval of the Directors. This Agreement shall not be assigned by the Company
or the Operating Partnership without the consent of the Advisor, except in the case of an assignment by the Company or the Operating
Partnership to a Person which is a successor to all the assets, rights and obligations of the Company or the Operating Partnership,
in which case such successor Person shall be bound hereunder and by the terms of said assignment in the same manner as the Company
or the Operating Partnership, as applicable, is bound by this Agreement.


 


19.           PAYMENTS
TO AND DUTIES OF ADVISOR UPON TERMINATION.


 


(a)          Amounts
Owed. After the Termination Date, the Advisor shall be entitled to receive from the Company or the Operating Partnership
within thirty (30) days after the effective date of such termination all amounts then accrued and owing to the Advisor, including
all its interest in the Company’s income, losses, distributions and capital by payment of an amount equal to the then-present
fair market value of the Advisor’s interest, subject to the 2%/25% Guidelines to the extent applicable.


 


(b)          Advisor’s
Duties. The Advisor shall promptly upon termination of this Agreement:


 


(i)          pay
over to the Company and the Operating Partnership all money collected and held for the account of the Company and the Operating
Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it
is then entitled;


 


(ii)         deliver
to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by
it, covering the period following the date of the last accounting furnished to the Board;


 


(iii)        deliver
to the Board all assets, including all Investments, and documents of the Company and the Operating Partnership then in the custody
of the Advisor; and


 




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(iv)        cooperate
with the Company, the Board and the Operating Partnership and take all reasonable steps requested to provide an orderly transition
of the advisory function.


 


20.           INCORPORATION
OF THE ARTICLES OF INCORPORATION AND THE OPERATING PARTNERSHIP AGREEMENT. To the extent that the Articles of Incorporation
or the Operating Partnership Agreement impose obligations or restrictions on the Advisor or grant the Advisor certain rights which
are not set forth in this Agreement, the Advisor shall abide by such obligations or restrictions and such rights shall inure to
the benefit of the Advisor with the same force and effect as if they were set forth herein. To the extent that a provision of the
Articles of Incorporation conflicts with a provision of this Agreement, the provision of the Articles of Incorporation shall prevail.


 


21.           INDEMNIFICATION
BY THE COMPANY.


 


(a)          The
Company shall indemnify and hold harmless the Advisor and every Affiliate of the Advisor (collectively, the “Indemnitees,”
and each, an “Indemnitee”), from all liabilities, claims, damages or losses arising in the performance of their
duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liabilities, claims, damages
or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be
inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA
REIT Guidelines. Notwithstanding the foregoing, the Company shall not provide for indemnification of an Indemnitee for any loss
or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any loss or liability
suffered by the Company, unless all the following conditions are met:


 


(i)          the
Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest
of the Company;


 


(ii)         the
Indemnitee was acting on behalf of, or performing services for, the Company;


 


(iii)        such
liability or loss was not the result of negligence or misconduct by the Indemnitee; and


 


(iv)        such
indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders.


 


(b)          Notwithstanding
the foregoing, an Indemnitee shall not be indemnified by the Company for any loss, liability or expense arising from or out of
an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions is met:


 


(i)          there
has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee;


 




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(ii)         such
claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or


 


(iii)        a
court of competent jurisdiction has approved a settlement of the claims against the Indemnitee and found that indemnification of
the settlement and the related costs should be made, and the court considering the request for indemnification has been advised
of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority
of a jurisdiction in which securities of the Company were offered or sold as to indemnification for violations of securities laws.


 


(c)          In
addition, the advancement of the Company’s funds to an Indemnitee for reasonable legal expenses and other costs incurred
in advance of the final disposition of a proceeding for which indemnification is being sought is permissible only if all the following
conditions are satisfied:


 


(i)          the
proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company;


 


(ii)         the
Indemnitee provides the Company with a written affirmation of the Indemnitee’s good faith belief that the standard of conduct
necessary for indemnification has been met;


 


(iii)        the
legal proceeding is initiated by a third party who is not a Stockholder or, if the legal action is initiated by a Stockholder acting
in such Stockholder’s capacity as such, a court of competent jurisdiction approves such advancement; and


 


(iv)        the
Indemnitee provides the Company with a written undertaking to repay the advanced funds to the Company, together with the applicable
legal rate of interest thereon, if it is ultimately determined that such Indemnitee is not entitled to indemnification.


 


22.           INDEMNIFICATION
BY THE ADVISOR. The Advisor shall indemnify and hold harmless the Company from all liabilities, claims, damages or losses,
and related expenses, including reasonable attorneys’ fees, to the extent that such liabilities, claims, damages or losses
and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud,
willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however,
that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation
given by the Advisor.


 


23.           NOTICES.
Unless some other method of giving Notice is required by the Articles of Incorporation or the Bylaws, any notice, report, approval,
waiver or other communication (each, a “Notice”) required or permitted to be given hereunder shall be in writing
and shall be sent by hand, by courier or overnight carrier or by registered or certified mail to the addresses set forth below:


 




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To the Company:                                     Lightstone
Value Plus Real Estate Investment Trust III, Inc.

1985 Cedar Bridge Avenue

Suite 1

Lakewood, New Jersey 08701





 Attention: Joseph E. Teichman, Esq.
                  General Counsel and Secretary




 


with a copy to:


Proskauer Rose LLP

Eleven Times Square

New York, New York 10036





 Attention: Peter M. Fass, Esq.
                  James P. Gerkis, Esq.




 


To the Operating Partnership:                 Lightstone
Value Plus REIT III LP

1985 Cedar Bridge Avenue

Suite 1

Lakewood, New Jersey 08701





 Attention: Joseph E. Teichman, Esq.




 


with a copy to:


Proskauer Rose LLP

Eleven Times Square

New York, New York 10036





 Attention: Peter M. Fass, Esq.
                  James P. Gerkis, Esq.




 


To the Advisor:                                        Lightstone
Value Plus REIT III LLC

1985 Cedar Bridge Avenue

Suite 1

Lakewood, New Jersey 08701





 Attention: Joseph E. Teichman, Esq.
                  General Counsel and Secretary




 


with a copy to:


Proskauer Rose LLP

Eleven Times Square

New York, New York 10036 


 Attention: Peter M. Fass, Esq.
                  James P. Gerkis, Esq.




 


Any party may at any time give Notice in writing to the other
parties of a change in its address for the purposes of this Section 23. Each Notice shall be deemed given and effective
upon actual receipt (or refusal of receipt).


 




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24.          MODIFICATION.
This Agreement shall not be amended, supplemented, terminated, or discharged, in whole or in part, except by an instrument in writing
signed by the parties hereto, or their respective successors or assignees.


 


25.          SEVERABILITY.
The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable
in whole or in part.


 


26.          GOVERNING
LAW. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York
as at the time in effect, without regard to the principles of conflicts of laws thereof.


 


27.           ENTIRE
AGREEMENT. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject
matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or
implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control
and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.


 


28.           NO
WAIVER. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege
preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any
right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted
to have granted such waiver.


 


29.           PRONOUNS
AND PLURALS. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.


 


30.           HEADINGS.
The titles of sections and subsections contained in this Agreement are for convenience only, and they neither form a part of this
Agreement nor are they to be used in the construction or interpretation hereof.


 


31.           EXECUTION
IN COUNTERPARTS. This Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in
any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon,
and all of which shall together constitute one and the same instrument.


 


[Remainder of page intentionally left
blank]


 




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IN WITNESS WHEREOF, the undersigned have
executed this Agreement as of the date first written above.


 


	 	LIGHTSTONE VALUE PLUS REAL ESTATE

 INVESTMENT TRUST III, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	LIGHTSTONE VALUE PLUS REIT III LP
	 	 
	 	By:	Lightstone Value Plus Real Estate Investment Trust III, Inc.
	 	 	 
	 	 	its General Partner
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	LIGHTSTONE VALUE PLUS REIT III LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Lightstone Value Plus Real Estate Investment
Trust III, Inc. – Advisory Agreement


 




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