Unassociated Document


    EXHIBIT
10.36

    
 

    EXCHANGE
RIGHTS AGREEMENT 

     

    THIS
EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of June __, 2008, is
entered into by and among Lightstone Value Plus Real Estate Investment Trust,
Inc., a Maryland corporation (the “Company”), Lightstone Value Plus REIT LP, a
Delaware limited partnership (the “Operating Partnership”), and the Persons
whose names are set forth on Exhibit A attached hereto (as it may be amended
from time to time). 

     

    RECITALS:


     

    (a) The
Company, together with certain other limited partners, has formed the Operating
Partnership pursuant to the Amended and Restated Agreement of Limited
Partnership of the Operating Partnership dated April 22, 2005 the
(“Original Agreement”), as amended by that certain First Amendment to Amended
and Restated Agreement of Limited Partnership dated June __, 2008 (the
“Amendment”) (as such agreement may be further amended or amended and restated
from time to time, collectively the “Partnership Agreement”). 

     

    (b)
Pursuant to the Partnership Agreement, the Limited Partners (as defined below)
directly or indirectly hold units of limited partnership interest (“Partnership
Units”) in the Operating Partnership. 

     

    (c) The
Operating Partnership has agreed to provide the Limited Partners with certain
direct or indirect rights to exchange their Partnership Units for cash or, at
the election of the Company, for shares of the Company’s common stock, $0.01 par
value per share (the “REIT Stock”). 

     

    Accordingly,
the parties hereto do hereby agree as follows: 

     

    ARTICLE I


     

    DEFINED
TERMS 

     

    The
following definitions shall be for all purposes, unless otherwise clearly
indicated to the contrary, applied to the terms used in this Agreement.


     

    “Assignee”
means a Person to whom one or more Partnership Units have been transferred in a
manner permitted under the Partnership Agreement, but who has not become a
substituted Limited Partner in accordance therewith. 

     

    “Business
Day” means any day except a Saturday, Sunday or other day on which commercial
banks in New York, New York are authorized or required by law to close.


     

    “Cash
Amount” means an amount of cash per Partnership Unit equal to the Value on the
Valuation Date of the REIT Stock Amount. 

     

    “Common
Units” has the meaning set forth in the Amendment. 

     

    “Exchange
Factor” means 1.0, provided, that in the event that the Company (i) declares or
pays a dividend on its outstanding REIT Stock in REIT Stock or makes a
distribution to all holders of its outstanding REIT Stock in REIT Stock; (ii)
subdivides its outstanding REIT Stock; or (iii) combines its outstanding REIT
Stock into a smaller number of shares of REIT Stock, the Exchange Factor shall
be adjusted by multiplying the Exchange Factor by a fraction, the numerator of
which shall be the number of shares of REIT Stock issued and outstanding on the
record date for such dividend, contribution, subdivision or combination
(assuming for such purpose that such dividend, distribution, subdivision or
combination has occurred as of such time), and the denominator of which shall be
the actual number of shares of REIT Stock (determined without the above
assumption) issued and outstanding on the record date for such dividend,
distribution, subdivision or combination. Any adjustment to the Exchange Factor
shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event. 

     

    “Exchanging
Partner” has the meaning set forth in Section 2.1 hereof. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Exchange
Right” has the meaning set forth in Section 2.1 hereof. 

     

    “Lien”
means any lien, security interest, mortgage, deed of trust, charge, claim,
encumbrance, pledge, option, right of first offer or first refusal and any other
right or interest of others of any kind or nature, actual or contingent, or
other similar encumbrance of any nature whatsoever. 

     

    “Limited
Partner” means any Person, other than the Company, named as a Limited Partner on
Exhibit A, as such Exhibit may be amended from time to time. 

     

    “Notice
of Exchange” means the Notice of Exchange substantially in the form of Exhibit B
to this Agreement. 

     

    “Offering”
means the offering of the Company’s common stock, par value $.01 per share,
pursuant to a registration statement on Form S-11 filed with the Securities and
Exchange Commission (Registration No. 333-117367).

     

    “Person”
shall mean an individual, partnership, corporation, limited liability company,
trust, estate, or unincorporated organization, or other entity, or a government
or agency or political subdivision thereof. 

     

    “REIT
Stock Amount” means that number of shares of REIT Stock equal to the product of
the number of Partnership Units offered for exchange by an Exchanging Partner,
multiplied by the Exchange Factor as of the Valuation Date, provided, that in
the event the Company or the Operating Partnership issues to all holders of REIT
Stock rights, options, warrants or convertible or exchangeable securities
entitling the stockholders to subscribe for or purchase REIT Stock, or any other
securities or property (collectively, the “rights”), then the REIT Stock Amount
shall also include such rights that a holder of that number of shares of REIT
Stock would be entitled to receive. 

     

    “SEC”
means the Securities and Exchange Commission. 

     

    “Series A
Preferred Units” has the meaning set forth in the Amendment. 

     

    “Specified
Exchange Date” means the tenth (10th) Business Day after receipt by the
Operating Partnership and the Company of a Notice of Exchange; provided,
however, that if the Operating Partnership has more than 99 partners, as
determined in accordance with the provisions of Treasury Regulation Section
1.7704-1(h), then the Specified Exchange Date shall mean the thirty-first (31st)
calendar day after receipt by the Operating Partnership and the Company of a
Notice of Exchange. 

     

    “Valuation
Date” means the date of receipt by the Operating Partnership and the Company of
a Notice of Exchange or, if such date is not a Business Day, the first Business
Day thereafter. 

     

    “Value”
means, with respect to shares of REIT Stock, the average of the daily market
price for the five (5) consecutive trading days immediately preceding the
Valuation Date. The market price for each such trading day shall be:


     

    (i) if
the REIT Stock is listed or admitted to trading on the New York Stock Exchange
(the “NYSE”), any other national securities exchange or the Nasdaq Stock Market
(“Nasdaq”), the closing price on such day, or if no such sale takes place on
such day, the average of the closing bid and asked prices on such day; or


     

    (ii) if
the REIT Stock is not listed or admitted to trading on the NYSE, any national
securities exchange or Nasdaq, the last reported sale price on such day; or


     

    (iii) if
no sale takes place on such day, the average of the closing bid and asked prices
on such day, as reported by a reliable quotation source designated by the
Company or if the REIT Stock is not then traded on any market, as determined in
good faith by the Company’s Independent Directors (as defined by the Company’s
charter). 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    In the
event the REIT Stock Amount includes rights that a holder of REIT Stock would be
entitled to receive, then the Value of such rights shall be determined by the
independent directors of the Company acting in good faith on the basis of such
quotations and other information as they consider, in their reasonable judgment,
appropriate. 

     

    ARTICLE
II 

     

    EXCHANGE
RIGHT 

     

    2.1
Exchange Right. (a) Subject to Sections 2.2, 2.3, 2.4 and 2.5 hereof, and
subject to any limitations under applicable law, the Operating Partnership
hereby grants to each Limited Partner and each Limited Partner hereby accepts
the right (the “Exchange Right”), exercisable (i) on or after the date that is
one (1) year after the closing of the Offering or (ii) upon the liquidation of
the Operating Partnership or the sale of all or substantially all of the assets
of the Operating Partnership, to exchange on a Specified Exchange Date all or a
portion of the Partnership Units held by such Limited Partner at an exchange
price equal to and in the form of the Cash Amount. Notwithstanding anything to
the contrary herein, the Exchange Right shall only be applicable to such
Partnership Units that are Common Units and not Series A Preferred Units
prior to conversion of such Series A Preferred Units to Common Units pursuant to
the Partnership Agreement.

     

    (b) The
Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to
the Operating Partnership, with a copy delivered to the Company, by the Limited
Partner who is exercising the Exchange Right (the “Exchanging Partner”);
provided, however, that the Company, on behalf of the Operating Partnership, may
elect, after a Notice of Exchange is delivered, to satisfy the Exchange Right
which is the subject of such notice in accordance with Section 2.2.


     

    (c) A
Limited Partner may exercise the Exchange Right from time to time with respect
to part or all of the Partnership Units that it owns (including Common Units
received upon conversion of Series A Preferred Units), as selected by the
Limited Partner, provided that, except as provided in the Agreement, a Limited
Partner may not exercise the Exchange Right for less than one thousand (1,000)
Partnership Units unless such Limited Partner then holds less than one thousand
(1,000) Partnership Units, in which event the Limited Partner must exercise the
Exchange Right for all of the Partnership Units held by such Limited Partner.


     

    (d) An
Exchanging Partner shall have no right with respect to any Partnership Units so
exchanged to receive any distributions paid after the Specified Exchange Date
with respect to such Partnership Units. 

     

    (e) Any
Assignee of a Limited Partner may exercise the rights of such Limited Partner
pursuant to this Article 2, and such Limited Partner shall be deemed to have
assigned such rights to such Assignee and shall be bound by the exercise of such
rights by such Assignee. 

     

    (f) In
connection with any exercise of such rights by an Assignee on behalf of a
Limited Partner, the Cash Amount or the REIT Stock Amount, as the case may be,
shall be satisfied by the Operating Partnership or the Company, as the case may
be, directly to such Assignee and not to such Limited Partner. 

     

    2.2
Option of Company to Exchange for REIT Stock. (a) Notwithstanding the provisions
of Section 2.1, the Company may, on behalf of the Operating Partnership, in its
sole and absolute discretion (subject to the limitations on ownership and
transfer of REIT Stock set forth in the Company’s charter), elect to assume
directly the Operating Partnership’s obligation with respect to the Exchange
Right and satisfy an Exchanging Partner’s Exchange Right by exchanging REIT
Stock and rights equal to the REIT Stock Amount on the Specified Exchange Date
for the Partnership Units offered for exchange by the Exchanging Partner,
whereupon the Company shall acquire the Partnership Units offered for exchange
by the Exchanging Partner and shall be treated for all purposes of the
Partnership Agreement as the owner of such Partnership Units. Unless the
Company, in its sole and absolute discretion, shall exercise its right to assume
directly the Operating Partnership’s obligation with respect to the Exchange
Right and satisfy the Exchange Right, the Company shall not have any obligation
to the Exchanging Partner or to the Operating Partnership with respect to the
Exchanging Partner’s exercise of the Exchange Right. If the Company shall
exercise its right to satisfy the Exchange Right in the manner described in the
first sentence of this Section 2.2 and shall fully perform its obligations in
connection therewith, the Operating Partnership shall have no right or
obligation to pay any amount to the Exchanging Partner with respect to such
Exchanging Partner’s exercise of the Exchange Right, and each of the Exchanging
Partner, the Operating Partnership and the Company shall, for federal income tax
purposes, treat the transaction between the Company and the Exchanging Partner
as a sale of the Exchanging Partner’s Partnership Units to the Company. Nothing
contained in this Section 2.2 shall imply any right of the Company to require
any Limited Partner to exercise the Exchange Right afforded to such Limited
Partner pursuant to Section 2.1. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) In
the event the Company shall elect to satisfy, on behalf of the Operating
Partnership, an Exchanging Partner’s Exchange Right by exchanging REIT Stock for
the Partnership Units offered for exchange, 

     

    (i) the
Company hereby agrees so to notify the Exchanging Partner within five (5)
Business Days after the receipt by the Company of such Notice of Exchange,


     

    (ii) each
Exchanging Partner hereby agrees to execute such documents and instruments as
the Company may reasonably require in connection with the issuance of REIT Stock
upon exercise of the Exchange Right, and 

     

    (iii) the
Company hereby agrees to deliver stock certificates representing fully paid and
nonassessable shares of REIT Stock. 

     

    2.3
Prohibition of Exchange for REIT Stock. Notwithstanding anything herein to the
contrary, the Company shall not be entitled to satisfy an Exchanging Partner’s
Exchange Right pursuant to Section 2.2 if the delivery of REIT Stock to such
Limited Partner by the Company pursuant to Section 2.2 (regardless of the
Operating Partnership’s obligations to the Limited Partner under Section 2.1)


     

    (a) would
be prohibited under the Articles of Incorporation of the Company, 

     

    (b) if
the Company has elected REIT status, would otherwise jeopardize the REIT status
of the Company, or 

     

    (c) would
cause the acquisition of the REIT Stock by the Limited Partner to be
“integrated” with any other distribution of REIT Stock by the Company for
purposes of complying with the registration provisions of the Securities Act.


     

    2.4
Payment Date. Any Cash Amount to be paid to an Exchanging Partner shall be paid
on the Specified Exchange Date; provided, however, that the Operating
Partnership may elect to cause the Specified Exchange Date to be delayed for up
to an additional 180 days to the extent required for the Company to cause
additional REIT Shares to be issued to provide financing to be used to make such
payment of the Cash Amount by the Operating Partnership. 

     

    2.5
Expiration of Exchange Right. The Exchange Right shall expire with respect to
any Partnership Units for which an Exchange Notice has not been delivered to the
Operating Partnership and the Company on or before December 31, 2040.


     

    2.6
Effect of Exchange. (a) Any exchange of Partnership Units pursuant to this
Article 2 shall be deemed to have occurred as of the Specified Exchange Date for
all purposes, including without limitation the payment of distributions or
dividends in respect of Partnership Units or REIT Stock, as applicable.


     

    (b) Any
Partnership Units acquired by the Company pursuant to an exercise by any Limited
Partner of an Exchange Right shall be deemed to be acquired by and reallocated
or reissued to the Company. 

     

    (c) The
Company, as general partner of the Operating Partnership, shall amend the
Partnership Agreement to reflect each such exchange and reallocation or
reissuance of Partnership Units and each corresponding recalculation of the
Partnership Units of the Limited Partners. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    ARTICLE
III 

     

    OTHER
PROVISIONS 

     

    3.1
Covenants of the Company. (a) At all times during the pendency of the Exchange
Right, the Company shall reserve for issuance such number of shares of REIT
Stock as may be necessary to enable the Company to issue such shares in full
payment of the REIT Stock Amount in regard to all Partnership Units held by
Limited Partners which are from time to time outstanding. 

     

    (b)
During the pendency of the Exchange Right, the Company shall deliver to Limited
Partners in a timely manner all reports filed by the Company with the SEC to the
extent the Company also transmits such reports to its stockholders and all other
communications transmitted from time to time by the Company to its stockholders
generally. 

     

    (c) The
Company shall notify each Limited Partner, upon request, of the then current
Exchange Factor and such notice will include a reasonable explanation of the
Exchange Factor calculation to be applied at such time. 

     

    3.2
Fractional Shares. (a) No fractional shares of REIT Stock shall be issued upon
exchange of Partnership Units. 

     

    (b) The
number of full shares of REIT Stock which shall be issuable upon exchange of
Partnership Units (or the cash equivalent amount thereof if the Cash Amount is
paid) shall be computed on the basis of the aggregate amount of Partnership
Units so surrendered. 

     

    (c)
Instead of any fractional shares of REIT Stock which would otherwise be issuable
upon exchange of any Partnership Units, the Operating Partnership shall pay a
cash adjustment in respect of such fraction in an amount equal to the Cash
Amount of a Partnership Unit multiplied by such fraction. 

     

    3.3
Investment Representations and Warranties. By delivering to the Company a Notice
of Exchange, each Exchanging Partner will be deemed to represent and warrant to
the Company and the Operating Partnership that such Exchanging Partner is aware
of the Company’s option to exchange such Exchanging Partner’s Partnership Units
for REIT Stock pursuant to Section 2.2 hereof and that: 

     

    (a) (i)
Such Exchanging Partner has received and reviewed 

     

    (A) a
copy of the prospectus contained in the Registration Statement on Form S-11
filed by the Company in connection with the Offering, any prospectus contained
in any Registration Statement subsequently filed by the Company, and any
supplement or amendment thereto (each, a “Prospectus”), and 

     

    (B) if
the Company is filing reports under the Securities Exchange Act of 1934, as
amended, copies of all reports and other filings (the “SEC Reports”), including
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, made by the Company with the SEC pursuant to the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, and
understands the risks of, and other considerations relating to, an investment in
REIT Stock. 

     

    (ii) Such
Exchanging Partner, by reason of its business and financial experience, together
with the business and financial experience of those persons, if any, retained by
it to represent or advise it with respect to its investment in REIT Stock,


     

    (A) has
such knowledge, sophistication and experience in financial and business matters
and in making investment decisions of this type that it is capable of evaluating
the merits and risks of and of making an informed investment decision with
respect to an investment in REIT Stock, 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (B) is
capable of protecting its own interest or has engaged representatives or
advisors to assist it in protecting its interests and 

     

    (C) is
capable of bearing the economic risk of such investment. 

     

    (iii) (A)
Such Exchanging Partner is an “accredited investor” as defined in Rule 501 of
the regulations promulgated under the Securities Act. 

     

    (B) If
such Exchanging Partner has retained or retains a person to represent or advise
it with respect to its investment in REIT Stock, such Exchanging Partner will
advise the Company of such retention and, at the Company’s request, such
Exchanging Partner shall, prior to or at delivery of the REIT Stock hereunder,


     

    (I)
acknowledge in writing such representation and 

     

    (II)
cause such representative or advisor to deliver a certificate to the Company
containing such representations as may be reasonably requested by the Company.


     

    (b)    (i)
Such Exchanging Partner understands that an investment in the Company involves
substantial risks. 

     

    (ii) Such
Exchanging Partner has been given the opportunity to make a thorough
investigation of the activities of the Company and has been furnished with
materials relating to the Company and its activities, including, without
limitation, each Prospectus and the SEC Reports. 

     

    (iii)
Such Exchanging Partner has relied and is making its investment decision based
upon the Prospectus and any subsequent Prospectus, the SEC Reports and other
written information provided to the Exchanging Partner by or on behalf of the
Company and, as applicable, such Exchanging Partner’s position as a director or
executive officer of the Company. 

     

    (c)    (i)
The REIT Stock to be issued to such Exchanging Partner hereunder will be
acquired by such Exchanging Partner for its own account, for investment only and
not with a view to, or with any intention of, a distribution or resale thereof,
in whole or in part, or the grant of any participation therein. 

     

    (ii) Such
Exchanging Partner was not formed for the specific purpose of acquiring an
interest in the Company. 

     

    (d)    (i)
Such Exchanging Partner acknowledges that 

     

    (A) the
shares of REIT Stock to be issued to such Exchanging Partner hereunder have not
been registered under the Securities Act or state securities laws by reason of a
specific exemption or exemptions from registration under the Securities Act and
applicable state securities laws and, the certificates representing such shares
of REIT Stock will bear a legend to such effect, 

     

    (B) the
Company’s and the Operating Partnership’s reliance on such exemptions is
predicated in part on the accuracy and completeness of the representations and
warranties of such Exchanging Partner contained herein, 

     

    (C) the
REIT Stock to be issued to such Exchanging Partner hereunder may not be resold
or otherwise distributed unless registered under the Securities Act and
applicable state securities laws, or unless an exemption from registration is
available, 

     

    (D) there
may be no market for unregistered shares of REIT Stock, and 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (E) the
Company has no obligation or intention to register such REIT Stock under the
Securities Act or any state securities laws or to take any action that would
make available any exemption from the registration requirements of such laws,
except as provided in the Registration Rights Agreement entered into by the
Company and the Exchanging Partner (the “Registration Rights Agreement”).


     

    (ii) Such
Exchanging Partner acknowledges that because of the restrictions on transfer or
assignment of such REIT Stock to be issued hereunder, such Exchanging Partner
may have to bear the economic risk of its investment in REIT Stock issued
hereunder for an indefinite period of time, although the holder of any such REIT
Stock will be afforded certain rights to have such REIT Stock registered under
the Securities Act and applicable state securities laws pursuant to the
Registration Rights Agreement. 

     

    (e) The
address set forth under such Exchanging Partner’s name in the Notice of Exchange
is the address of the Exchanging Partner’s principal place of business or, if a
natural person, the address of the Exchanging Partner’s residence, and such
Exchanging Partner has no present intention of becoming a resident of any
country, state or jurisdiction other than the country and state in which such
principal place of business or residence is situated. 

     

    ARTICLE
IV 

     

    GENERAL
PROVISIONS 

     

    4.1
Addresses and Notice. Any notice, demand, request or report required or
permitted to be given or made to the Operating Partnership, the Company, a
Limited Partner or Assignee, as the case may be, under this Agreement shall be
in writing and shall be deemed given or made when delivered in person or when
sent by first class United States mail or by other similarly reliable means of
written communication to the Operating Partnership, the Company, a Limited
Partner or Assignee, as the case may be, (i) at the address listed on the
records of the Operating Partnership, with respect to a Limited Partner or
Assignee, and (ii) at 326 Third Street, Lakewood, NJ 08701, Attn: President,
with respect to the Operating Partnership or the Company. 

     

    4.2
Titles and Captions. All article or section titles or captions in this Agreement
are for convenience only. They shall not be deemed part of this Agreement and in
no way define, limit, extend or describe the scope or intent of any provisions
hereof. Except as specifically provided otherwise, references to “Articles” and
“Sections” are to Articles and Sections of this Agreement. 

     

    4.3
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. 

     

    4.4
Further Action and Additional Restrictions. The parties shall execute and
deliver all documents, provide all information and take or refrain from taking
action as may be necessary or appropriate to achieve the purposes of this
Agreement. 

     

    4.5
Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, executors, administrators,
successors, legal representatives and permitted assigns. 

     

    4.6
Waiver. No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon a breach thereof shall constitute waiver of any
such breach or any other covenant, duty, agreement or condition. 

     

    4.7
Counterparts. This Agreement may be executed in counterparts, all of which
together shall constitute one agreement binding on all of the parties hereto,
notwithstanding that all such parties are not signatories to the original or the
same counterpart. Each party shall become bound by this Agreement immediately
upon affixing its signature hereto. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    4.8
Applicable Law. This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Delaware, without regard to the
principles of conflicts of law thereof. 

     

    4.9
Invalidity of Provisions. If any provision of this Agreement is or becomes
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not be
affected thereby. 

     

    4.10
Entire Agreement. This Agreement contains the entire understanding and agreement
among the Limited Partners, the Operating Partnership and the Company with
respect to the subject matter hereof and supersedes any other prior written or
oral understandings or agreements among them with respect thereto. 

     

    4.11
Amendment. This Agreement may be modified or amended by a written instrument
signed by a duly authorized representative of each of the Company, the Operating
Partnership and the Limited Partners.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	 	 
	 	
              THE
      COMPANY:

               

              
                LIGHTSTONE
      VALUE PLUS REAL ESTATE 

                INVESTMENT
      TRUST, INC.

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	Title:


    

     

    
      	 	 	 
	 	
              OPERATING
      PARTNERSHIP:

               

              
                LIGHTSTONE
      VALUE PLUS REIT LP

              

               

              
                BY:
      LIGHTSTONE
      VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., its general
      partner

              

            
	
            	       	
            


    

    
      	 	 	 
	 	
              LIMITED
      PARTNERS:

               

              
                ARBOR
      MILL RUN JRM LLC.

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	Title:


    

     

    
      	 	 	 
	 	
              ARBOR
      NATIONAL CJ LLC

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	Title:


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Exhibit A
- Exchange Rights Agreement 

     

    Name and
Address of Limited Partner 

    


    Arbor
Mill Run JRM LLC

    c/o Arbor
Commercial Mortgage LLC

    333 Earle
Ovington Boulevard

    Uniondale,
New York 11553

    


    Arbor
National CJ LLC 

    c/o Arbor
Commercial Mortgage LLC

    333 Earle
Ovington Boulevard

    Uniondale,
New York 11553

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    Exhibit B
- Exchange Rights Agreement 

     

    Notice of
Exchange 

     

    The
undersigned Limited Partner hereby irrevocably (i) exchanges             
Partnership Units in Lightstone Value Plus REIT LP, in accordance with the terms
of the Exchange Rights Agreement, dated as of             ,
200     (the “Exchange Rights Agreement”), and the Exchange
Right referred to therein; (ii) surrenders such Partnership Units and all right,
title and interest therein; and (iii) directs that the Cash Amount or REIT Stock
Amount (as determined by the Company) deliverable upon exercise of the Exchange
Right be delivered to the address specified below, and if REIT Stock is to be
delivered, such REIT Stock will be registered or placed in the name(s) and at
the address(es) specified below. 

     

    The
undersigned hereby represents, warrants, and certifies that the undersigned (a)
has marketable and unencumbered title to such Partnership Units, free and clear,
other than any encumbrance arising pursuant to the Partnership Agreement, of the
rights or interests of any other person or entity; (b) has the full right,
power, and authority to exchange and surrender such Partnership Units as
provided herein; and (c) has obtained the consent or approval of all persons or
entities, if any, (other than consent or approval that may be required of the
Company or the Operating Partnership) having the right to consent or approve
such exchange and surrender on the part of the undersigned. 

     

    The
undersigned hereby makes the representations and warranties contained in Section
3.3 of the Exchange Rights Agreement as if such representations and warranties
had been set forth in full in this Notice of Exchange. 

     

    
      	 	 	 
	
              Dated:
      

              
                
      

            	
            	
            
	 	
              

              Name
      of Limited Partner (Please Print)

            


    

     

    
      	
              Signature
      guaranteed by:

            	 	 
	 	 	 
	 	
              

              (Signature
      of Limited Partner)

            


    

    
      	 	 	 
	 

              
    	 	 
	 	
              

              (Street
      Address)

            


    

     

    
      	 	 	 
	 	
              

              (City)
      (State)
                              (Zip
      Code)

            
	 	 
	 	
              If
      REIT Stock is to be issued, issue
to:

            


    

     

    
      	 	 	 
	 	
              
                Name:

              

              
                
      

            


    

     

    
      
        
        

      

      
        B-1