Unassociated Document


    


    Exhibit
10.2

     

    FORM
OF

     

    MANAGEMENT
AGREEMENT

     

    This
management agreement (this “Management Agreement”) is made and entered into as
of the 22nd day of April, 2005, 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 “OP”, and together with the
Company, the “Owner”), and LIGHTSTONE VALUE PLUS REIT MANAGEMENT LLC, a Delaware
limited liability company (the “Manager”).

     

    WHEREAS,
the OP was organized to acquire, own, operate, lease and manage real estate
properties on behalf of the Company; and

     

    WHEREAS,
the Company intends to continue to raise money from the sale of its common stock
to be used, net of payment of certain offering costs and expenses, for
investment in the acquisition or rehabilitation of income-producing real estate
to be acquired and held by the Company or by the OP on behalf of the Company;
and

     

    WHEREAS,
Owner wishes to retain Manager to manage and coordinate the leasing of the real
estate properties acquired by Owner, and the Manager wishes to be so retained,
all under the terms and conditions set forth in this Management
Agreement.

     

    NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, do hereby agree as
follows:

     

    ARTICLE
I.

     

    DEFINITIONS

     

    Except as
otherwise specified or as the context may otherwise require, the following terms
have the respective meanings set forth below for all purposes of this Management
Agreement, and the definitions of such terms are equally applicable both to the
singular and plural forms thereof

     

    1.1
“Account” has the
meaning set forth in Section 2.3(i) hereof.

     

    1.2
“Affiliate” means a
person who is (i) in the case of an individual, any relative of such person,
(ii) any officer, director, trustee, partner, manager, employee or holder of ten
percent (10%) or more of any class of the voting securities of or equity
interest in such person; (iii) any corporation, partnership, limited liability
company, trust or other entity controlling, controlled by or under common
control with such person; or (iv) any officer, director, trustee, partner,
manager, employee or holder of ten percent (10%) or more of the outstanding
voting securities of any corporation, partnership, limited liability company,
trust or other entity controlling, controlled by or under common control with
such person. For purposes of this definition, the term “controls,” “is
controlled by,” or “is under common control with” shall mean the possession,
direct or indirect, of the power to direct or cause the direction of the
management and policies of an entity, whether through the ownership of voting
rights, by contract or otherwise.

     

    1.3
“Director” means a
member of the board of directors of the Company.

     

    1.4
“Election Notice” has
the meaning set forth in Section 7.2 hereof.

     

    1.5
“Funds From Operations”
shall mean net income (computed in accordance with GAAP), excluding gains or
losses from debt restructuring and sales of Properties, plus depreciation of
real property and amortization, and after adjustments for unconsolidated
partnerships and joint ventures.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.6
“Funds From Operations Per
Weighted Average Share” shall mean the amount equal to four (4) times the
Funds From Operations per weighted average Share for the Company for the quarter
in which an Election Notice is delivered, based on and as described in the
quarterly report of the Company delivered to its stockholders for such
quarter.

     

    1.7
“GAAP” shall mean
United States generally accepted accounting principals, consistently
applied.

     

    1.8
“Gross Revenues” means
all amounts actually collected as rents or other charges for the use and
occupancy of the Properties, but shall exclude interest and other investment
income of Owner and proceeds received by Owner for a sale, exchange,
condemnation, eminent domain taking, casualty or other disposition of assets of
Owner.

     

    1.9
“Improvements” means
buildings, structures, equipment from time to time located on the Properties and
all parking and common areas located on the Properties.

     

    1.10
“Independent Director”
shall have the meaning set forth in the by-laws of the Company as in effect from
time to time.

     

    1.11
“Management Fees” has
the meaning set forth in Section 4.1 hereof.

     

    1.12
“Properties” means all
real estate properties owned by Owner and all tracts as yet unspecified but to
be acquired by Owner containing income-producing Improvements or on which Owner
will rehabilitate income-producing Improvements. Properties shall be classified
under four categories, residential, retail, industrial and office
properties.

     

    1.13
“Share” shall mean a
share of the Common Stock, par value $0.01, of the Company.

     

    ARTICLE
II.

     

    APPOINTMENT
OF MANAGER; SERVICES TO BE PERFORMED

     

    2.1 Appointment of Manager. Owner
hereby engages and retains Manager as the sole and exclusive manager and agent
of the Properties, and Manager hereby accepts such appointment, all on the terms
and conditions hereinafter set forth, it being understood that this Management
Agreement shall cause Manager to be, at law, Owner’s agent upon the terms
contained herein.

     

    2.2 General Duties. Manager shall
devote its best efforts to performing its duties hereunder to manage, operate,
maintain and lease the Properties in a diligent, careful and vigilant manner.
The services of Manager are to be of scope and quality not less than those
generally performed by professional property managers of other similar
properties in the area. Manager shall make available to Owner the full benefit
of the judgment, experience and advice of the members of Manager’s organization
and staff with respect to the policies to be pursued by Owner relating to the
operation and leasing of the Properties.

     

    2.3 Specific Duties. Manager’s
duties include the following:

     

    (a) Lease
Obligations. Manager shall perform all duties of the landlord under all
leases insofar as such duties relate to operation, maintenance, and day-to-day
management. Manager shall also provide or cause to be provided, at Owner’s
expense, all services normally provided to tenants of like premises, including,
where applicable and without limitation, gas, electricity or other utilities
required to be furnished to tenants under leases, normal repairs and
maintenance, and cleaning, and janitorial service. Manager shall arrange for and
supervise the performance of all installations and improvements in space leased
to any tenant which are either expressly required under the terms of the lease
of such space or which are customarily provided to tenants.

     

    
      
         

      

      
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     (b)
Maintenance.
Manager shall cause the Properties to be maintained in the same manner as
similar properties in the area. Manager’s duties and supervision in this respect
shall include, without limitation, cleaning of the interior and the exterior of
the Improvements and the public common areas on the Properties and the making
and supervision of repair, alterations, and decoration of the Improvements,
subject to and in strict compliance with this Management Agreement and any
applicable leases. Construction and rehabilitation activities undertaken by the
Manager, if any, will be limited to activities related to the management,
operation, maintenance, and leasing of the Property (e.g., repairs, renovations,
and leasehold improvements).

     

    (c) Leasing
Functions. Manager shall coordinate the leasing of the Properties and
shall negotiate and use its best efforts to secure executed leases from
qualified tenants, and to execute same on behalf of Owner, if requested, for
available space in the Properties, such leases to be in form and on terms
approved by Owner and Manager, and to bring about complete leasing of the
Properties. Manager shall be responsible for the hiring of all leasing agents,
as necessary for the leasing of the Properties, and to otherwise oversee and
manage the leasing process on behalf of the Owner.

     

    (d) Notice of
Violations. Manager shall forward to Owner promptly upon receipt all
notices of violation or other notices from any governmental authority, and board
of fire underwriters or any insurance company, and shall make such
recommendations regarding compliance with such notice as shall be
appropriate.

     

    (e) Personnel.
Any personnel hired by Manager to maintain, operate and lease the Property shall
be the employees or independent contractors of Manager and not of the Owner.
Manager shall use due care in the selection and supervision of such employees or
independent contractors. Manager shall be responsible for the preparation of and
shall timely file all payroll tax reports and timely make payments of all
withholding and other payroll taxes with respect to each employee.

     

    (f) Utilities and
Supplies. Manager shall enter into or renew contracts for electricity,
gas, steam, landscaping, fuel, oil, maintenance and other services as are
customarily furnished or rendered in connection with the operation of similar
rental property in the area.

     

    (g) Expenses.
Manager shall analyze all bills received for services, work and supplies in
connection with the maintaining and operating the Properties, pay all such
bills, and, if requested by Owner, pay, when due, utility and water charges,
sewer rent and assessments, any applicable taxes, including, without limitation,
any real estate taxes, and any other amount payable in respect to the
Properties. All bills shall be paid by Manager within the time required to
obtain discounts, if any. Owner may from time to time request that Manager
forward certain bills to Owner promptly after receipt, and Manager shall comply
with any such request. It is understood that the payment of real property taxes
and assessment and insurance premiums will be paid out of the Account (as
hereinafter defined) by Manager. All expenses shall be billed at net cost (i.e.,
less all rebates, commissions, discounts and allowances, however
designed).

     

    (h) Monies
Collected. Manager shall collect all rent and other monies from tenants
and any sums otherwise due Owner with respect to the Properties in the ordinary
course of business. In collecting such monies, Manager shall inform tenants of
the Properties that all remittances are to be in the form of a check or money
order. Owner authorizes Manager to request, demand, collect and receipt for all
such rent and other monies and to institute legal proceedings in the name of
Owner for the collection thereof and for the dispossession of any tenant in
default under its lease.

     

    (i) Banking
Accommodations. Manager shall establish and maintain a separate checking
account (the “Account”)
for funds relating to the Properties. All monies deposited from time to time in
the Account shall be deemed to be trust funds and shall be and remain the
property of Owner and shall be withdrawn and disbursed by Manager for the
account of Owner only as expressly permitted by this Management Agreement for
the purposes of performing the obligations of Manager hereunder. No monies
collected by Manager on Owner’s behalf shall be commingled with funds of
Manager. The Account shall be maintained, and monies shall be deposited therein
and withdrawn therefrom, in accordance with the following:

     

    (i) All
sums received from rents and other income from the Properties shall be promptly
deposited by Manager in the Account. Manager shall have the right to designate
two or more persons who shall be authorized to draw against the Account, but
only for purposes authorized by this Management Agreement.

     

    
      
         

      

      
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     (ii)
All sums due to Manager hereunder, whether for compensation, reimbursement for
expenditures, or otherwise, as herein provided, shall be a charge against the
operating revenues of the Properties and shall be paid and/or withdrawn by
Manager from the Account prior to the making of any other disbursements
therefrom.

     

    (iii) By
the 30th day of the first month following each calendar quarter, Manager shall
forward to Owner net operating proceeds from the preceding quarter, retaining at
all times, however a reserve of $5,000, in addition to any amounts otherwise
provided in the budget.

     

    (j) Tenant
Complaints. Manager shall maintain business-like relations with the
tenants of the Properties.

     

    (k) Ownership
Agreements. Manager has received copies of the Agreement of Limited
Partnership of the OP and the constitutive documents of the Company
(collectively, the “Ownership Agreements”) and is familiar with the terms
thereof. Manager shall use reasonable care to avoid any act or omission which,
in the performance of its duties hereunder, shall in any way conflict with the
terms of the Ownership Agreements.

     

    (l) Signs.
Manager shall place and remove, or cause to be placed and removed, such signs
upon the Properties as Manager deems appropriate, subject, however, to the terms
and conditions of the leases and to any applicable ordinances and
regulations.

     

    2.4 Approval of Leases, Contracts,
Etc. In fulfilling its duties to the Owner, Manager may and hereby is
authorized to enter into any leases, contracts or agreements on behalf of the
Owner in the ordinary course of the management, operation, maintenance and
leasing of the Property.

     

    2.5 Accounting, Records and
Reports.

     

    (a) Records.
Managers shall maintain all office records and books of account and shall record
therein, and keep copies of, each invoice received from services, work and
supplies ordered in connection with the maintenance and operation of the
Properties. Such records shall be maintained on a double entry basis. Owner and
persons designated by Owner shall at all reasonable time have access to and the
right to audit and make independent examinations of such records, books and
accounts and all vouchers, files and all other material pertaining to the
Properties and this Management Agreement, all of which Manager agrees to keep
safe, available and separate from any records not pertaining to the Properties,
at a place recommended by Manager and approved by Owner.

     

    (b) Quarterly
Reports. On or before the 30th day of the first month following each
calendar quarter for which such report or statement is prepared and during the
term of this Management Agreement, Manager shall prepare and submit to Owner the
following reports and statements:

     

    (i)
Rental collection record;

     

    (ii)
Quarterly operating statement;

     

    (iii)
Copy of cash disbursements ledger entries for such period, if
requested;

     

    (iv) Copy
of cash receipts ledger entries for such period, if requested;

     

    (v) The
original copies of all contracts entered into by Manager on behalf of Owner
during such period, if requested; and

     

    (vi) Copy
of ledger entries for such period relating to security deposits maintained by
Manager, if requested.

     

    (c) Budgets and
Leasing Plans. Not later than November 15 of each calendar year, Manager
shall prepare and submit to Owner for its approval an operating budget and a
marketing and leasing plan on the Properties for the calendar year immediately
following such submission. The budget and leasing plan shall be in the form of
the budget and plan approved by Owner prior to the date thereof. As often as
reasonably necessary during the period covered by any such budget, Manager may
submit to Owner for its approval an updated
budget or plan incorporating such changes as shall be necessary to reflect cost
over-runs and the like during such period. If Owner does not disapprove any such
budget within 30 days after receipt thereof by Owner, such budget shall be
deemed approved. If Owner shall disapprove any such budget or plan, it shall so
notify Manager within said 30-day period and explain the reasons therefor.
Manager will not incur any costs other than those estimated in any budget except
for:

     

    
      
         

      

      
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    (i)
maintenance or repair costs under $5,000;

     

    (ii)
costs incurred in emergency situations in which action is immediately necessary
for the preservation or safety of the Property, or for the safety of occupant or
other person (or to avoid the suspension of any necessary service of the
Property);

     

    (iii)
expenditures for real estate taxes and assessment; and

     

    (iv)
maintenance supplies calling for an aggregate purchase price less than
$25,000.

     

    (d) Returns Required
by Law. Manager shall execute and file when due all forms, reports, and
returns required by law relating to the employment of its
personnel.

     

    (e) Notices.
Promptly after receipt, Manager shall deliver to Owner all notices, from any
tenant, or any governmental authority, that are not a routine nature. Managers
shall also report expeditiously to Owner notice of any extensive damage to any
part of the Properties.

     

    2.6 Subcontracting.
Notwithstanding anything to the contrary contained in this Agreement, the
Manager may subcontract any of its duties hereunder, without the consent of the
Owner being required, for a fee that may be less than the Management Fees paid
hereunder. In the event that the Manager does so contract any its duties
hereunder, such fees payable to such third parties may, at the instruction of
the Manager, be deducted from the monthly Management Fee payable to the Manager
hereunder and paid by the Owner to such parties, or paid directly by the Manager
to such parties, in its discretion.

     

    ARTICLE
III.

     

    EXPENSES

     

    3.1 Owner’s Expenses. Except as
otherwise specifically provided, all costs and expenses incurred hereunder by
Manager in fulfilling its duties to Owner shall be for the account of and on
behalf of Owner. Such costs and expenses may include reasonable wages and
salaries and other employee-related expenses of all on-site and off-site
employees of Manager who are engaged in the operation, management, maintenance
and leasing or access control of the Properties, including taxes, insurance and
benefits relating to such employees, and legal, travel and other out-of-pocket
expenses which are directly related to the management of specific Properties.
All costs and expenses for which Owner is responsible under this Management
Agreement shall be paid by Manager out of the Account. In the event said account
does not contain sufficient funds to pay all said expenses, Owner shall fund all
sums necessary to meet such additional costs and expenses.

     

    3.2 Manager’s Expenses. Manager
shall, out of its own funds, pay all of its general overhead and administrative
expenses.

     

    ARTICLE
IV.

     

    MANAGER’S
COMPENSATION

     

    4.1 Management Fees. Manager
shall provide the services described in Article II in return for fees (the
“Management Fees”),
which shall be payable by the OP on a monthly basis, and shall
equal

     

    (a) 5% of
Gross Revenues from residential and retail Properties, including all rent-up,
leasing, and re-leasing fees and bonuses paid to any person; and

     

    
      
         

      

      
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     (b)
4.5% of Gross Revenues for office and industrial Properties. The Manager may
charge a separate fee for the one-time initial rent-up or leasing-up of newly
constructed office and industrial Properties in an amount not to exceed the fee
customarily charged in arm’s length transactions by others rendering similar
services in the same geographic area for similar properties as determined by a
survey of brokers and agents in such area (customarily equal to up to two months
rent).

     

    Notwithstanding
the foregoing, Manager may be entitled to receive higher fees in the event
Manager can demonstrate to the satisfaction of the board of directors of the
Company (including a majority of the Independent Directors) through empirical
data that a higher competitive fee is justified for the services rendered and
the type of Property managed. As described in section 2.6 above, in the event
that Manager properly engages one or more third parties to perform the services
described herein, the fees payable to such parties for such services will be
deducted from the monthly Management Fees payable by the OP to Manager, or paid
directly by Manager, at Manager’s option. Manager’s compensation under this
Section 4.1 shall apply to all renewals, extensions or expansions of leases
which Manager has originally negotiated.

     

    4.2 Additional Fees. In the event
that the Manager provides services other than those specified herein, the OP
shall pay to Manager a monthly fee equal to no more than that which the OP would
pay to a third party that is not an Affiliate of the Owner or the Manager to
provide such services.

     

    4.3 Audit Adjustment. If any
audit of the records, books or accounts relating to the Properties discloses an
overpayment or underpayment of Management Fees, Owner or Manager shall promptly
pay to the other party the amount of such overpayment or underpayment, as the
case may be. If such audit discloses an overpayment of Management Fees for any
fiscal year of more than the correct Management Fees for such fiscal year,
Manager shall bear the cost of such audit.

     

    ARTICLE
V.

     

    INSURANCE
AND INDEMNIFICATION

     

    5.1 Insurance to be
Carried.

     

    (c)
Manager shall obtain and keep in full force and effect insurance on the
Properties against such hazards as Owner and Manager shall deem appropriate, but
in any event insurance sufficient to comply with the leases and the Ownership
Agreements shall be maintained. All liability policies shall provide sufficient
insurance satisfactory to both Owner and Manager and shall contain waivers of
subrogation for the benefit of Manager.

     

    (d)
Manager shall obtain and keep in full force and effect, in accordance with the
laws of the state in which each Property is located, employer’s liability
insurance applicable to and covering all employees of Manager at the Properties
and all persons engaged in the performance of any work required hereunder, and
Manager shall furnish Owner certificates of insurers naming Owner as a
co-insured and evidencing that such insurance is in effect. If any work under
this Management Agreement is subcontracted as permitted herein, Manager shall
include in each subcontract a provision that the subcontractor shall also
furnish Owner with such a certificate.

     

    5.2 Cooperation with Insurers.
Manager shall cooperate with and provide reasonable access to the Properties to
representatives of insurance companies and insurance brokers or agents with
respect to insurance which is in effect or for which application has been made.
Manager shall use its best efforts to comply with all requirements of
insurers.

     

    5.3 Accidents and Claims. Manager
shall promptly investigate and shall report in detail to Owner all accidents,
claims for damage relating to the ownership, operation or maintenance of the
Properties, and any damage or destruction to the Properties and the estimated
costs of repair thereof, and shall prepare for approval by Owner
all reports required by an insurance company in connection with any such
accident, claim, damage, or destruction. Such reports shall be given to Owner
promptly and any report not so given within 10 days after the occurrence of any
such accident, claim, damage or destruction shall be noted in the monthly report
delivered to Owner pursuant to section 2.5(b). Manager is authorized to settle
any claim against an insurance company arising out of any policy and, in
connection with such claim, to execute proofs of loss and adjustments of loss
and to collect and receipt for loss proceeds.

     

    
      
         

      

      
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    5.4 Indemnification. Manager
shall hold Owner harmless from and indemnify and defend Owner against any and
all claims or liability for any injury or damage to any person or property
whatsoever for which Manager is responsible occurring in, on, or about the
Properties, including, without limitation, the Improvements when such injury or
damage shall be caused by the negligence of Manager, its agents, servants, or
employees, except to the extent that Owner recovers insurance proceeds with
respect to such matter. Owner will indemnify and hold Manager harmless against
all liability for injury to persons and damage to property caused by Owner’s
negligence and which did not result from the negligence of misconduct of
Manager, except to the extent Manager recovers insurance proceeds with respect
to such matter.

     

    ARTICLE
VI.

     

    TERM,
TERMINATION

     

    6.1 Term. This Management
Agreement shall commence on the date first above written and shall continue
until terminated in accordance with the earliest to occur of the
following:

     

    (a) One
year from the date of the commencement of the term hereof. However, this
Management Agreement will be automatically extended for an additional one year
period at the end of each year unless any party gives sixty (60) days written
notice to the others of its intention to terminate this Management Agreement;
or

     

    (b)
Immediately upon the occurrence of any of the following:

     

    (i) A
decree or order is rendered by a court having jurisdiction (A) adjudging Manager
as bankrupt or insolvent, or (B) approving as properly filed a petition seeking
reorganization, readjustment, arrangement, composition or similar relief for
Manager under the federal bankruptcy laws or any similar applicable law or
practice, or (C) appointing a receiver or liquidator or trustee or assignee in
bankruptcy or insolvency of Manager or a substantial part of the property of
Manager, or for the winding up or liquidation of its affairs, or

     

    (ii)
Manager (A) institutes proceedings to be adjudicated a voluntary bankrupt or an
insolvent, (B) consents to the filing of a bankruptcy proceeding against it, (C)
files a petition or answer or consent seeking reorganization, readjustment,
arrangement, composition or relief under any similar applicable law or practice,
(D) consents to the filing of any such petition, or to the appointment of a
receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it
or for a substantial part of its property, (E) makes an assignment for the
benefit of creditors, (F), is unable to or admits in writing its inability to
pay its debts generally as they become due unless such inability shall be the
fault of Owner, or (G) takes corporate or other action in furtherance of any of
the aforesaid purposes.

     

    (c) Upon
written notice from the Owner in the event that the Manager commits an act of
gross negligence or willful misconduct in the performance of its duties
hereunder.

     

    Upon
termination, the obligations of the parties hereto shall cease, provided that
Manager shall comply with the provisions hereof applicable in the event of
termination and shall be entitled to receive all compensation which may be due
Manager hereunder up to the date of such termination, and provided, further,
that if this Management Agreement terminates pursuant to clauses (b) or (c)
above, Owner shall have other remedies as may be available at law or in
equity.

     

    
      
         

      

      
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    6.2 Manager’s Obligations after
Termination. Upon the termination of this Management Agreement, Manager
shall have the following duties:

     

    (a)
Manager shall deliver to Owner, or its designee, all books and records with
respect to the Properties.

     

    (b)
Manager shall transfer and assign to Owner, or its designee, all service
contracts and personal property relating to or used in the operation and
maintenance of the Properties, except personal property paid for and owned by
Manager. Manager shall also, for a period of sixty (60) days immediately
following the date of such termination, make itself available to consult with
and advise Owner, or its designee, regarding the operation, maintenance and
leasing of the Properties.

     

    (c)
Manager shall render to Owner an accounting of all funds of Owner in its
possession and shall deliver to Owner a statement of Management Fees claimed to
be due Manager and shall cause funds of Owner held by Manager relating to the
Properties to be paid to Owner or its designee.

     

    ARTICLE
VII.

     

    BUSINESS
COMBINATION OF THE COMPANY AND THE MANAGER

     

    7.1 The
Company shall have the option at any time, after the initial date of
effectiveness of the Prospectus upon prior written notice, during the term of
this Agreement without any consent of the Manager, the board of directors of the
Company or the Company’s stockholders to cause the business conducted by the
Manager (including, in such event, all of its assets) to be acquired by or
consolidated into the Company. The Manager and/or its members or stockholders
will receive in connection with such acquisition and in exchange for terminating
this Agreement and the release or waiver of all fees (including any fees that
have accrued during the term of this Agreement) payable under the provisions of
this Agreement until its stated termination, but not paid, that number of Shares
determined in accordance with Section 7.2 below below. The Company will be
obligated to pay any fees accrued under this Agreement for services rendered
through the closing of such acquisition.

     

    7.2 The
number of Shares to be issued by the Company to the Manager in the event of a
transaction of the type described in Section 7.1 above shall be determined as
follows. The Company shall first send notice (the “Election Notice”) to the
Manager of its election to proceed with such a transaction. Next, the net income
of the Manager, for the six month period immediately preceding the month in
which the Election Notice is delivered, as determined by an independent audit
conducted in accordance with GAAP, shall be annualized. The Manager shall bear
the cost of any such audit. Such amount shall than be multiplied by nine-tenths
(0.90) and then divided by the Funds From Operations Per Weighted Average Share.
The resulting quotient shall constitute the number of Shares to be issued by the
Company to the Manager or its members or stockholders, with delivery thereof and
the closing of the transaction to occur within ninety (90) days of delivery of
the Election Notice. Any such transaction will occur, if at all, only if the
board of directors of the Company obtains a fairness opinion from a recognized
financial advisor or institution providing valuation services to the effect that
the consideration to be paid therefor is fair, from a financial point of view,
to the stockholders of the Company.

     

    7.3 The
Company shall not terminate this Agreement solely for the purpose of avoiding
such a business combination, such as in anticipation of the listing of the
Shares on a national stock exchange or their inclusion in a national market
system, including, without limitation, NASDAQ.

     

    ARTICLE
VIII.

     

    MISCELLANEOUS

     

    8.1 Notices. All notices,
approvals, consents and other communications hereunder shall be in writing, and,
except when receipt is required to start the running of a period of time, shall
be deemed given when delivered in person or
on the fifth day after its mailing by either party by registered or certified
United States mail, postage prepaid and return receipt requested, to the other
party, at the addresses set forth after their respect name below or at such
different addresses as either party shall have theretofore advised the other
party in writing in accordance with this Section 8.1.

     

    
      
         

      

      
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    Owner:

     

    Lightstone
Value Plus Real Estate Investment Trust, Inc.

    326 Third
Street

    Lakewood,
New Jersey 08701

    Attn:
David Lichtenstein

     Chief
Executive Officer

     

    Lightstone
Value Plus REIT LP

    326 Third
Street

    Lakewood,
New Jersey 08701

    Attn:
David Lichtenstein

     

    With a
copy to:

     

    Proskauer
Rose LLP

    1585
Broadway

    New York,
New York 10036

    Attention:
Peter M. Fass, Esq.

     

    Manager:

     

    Lightstone
Value Plus REIT Management LLC

    326 Third
Street

    Lakewood,
New Jersey 08701

    Attn:
David Lichtenstein

     

    With a
copy to:

     

    Proskauer
Rose LLP

    1585
Broadway

    New York,
New York 10036

    Attention:
Peter M. Fass, Esq.

     

    8.2 Governing Law. This
Management Agreement shall be governed by and construed in accordance with the
laws of the State of New York.

     

    8.3 Assignment. Without
derogating from Section 2.6 hereof, this Management Agreement may not be
assigned by the Manager, except to an Affiliate of the Manager, and then only
upon the consent of the Owner and the approval of a majority of the Independent
Directors. Any assignee of the Manager shall be bound hereunder to the same
extent as the Manager. This Agreement shall not be assigned by either Owner
without the written consent of the Manager, except to a corporation,
association, trust or other organization which is a successor to such Owner.
Such successor shall be bound hereunder to the same extent as such Owner.
Notwithstanding anything to the contrary contained herein, the economic rights
of the Manager hereunder, including the right to receive all compensation
hereunder, may be sold, transferred or assigned by the Manager without the
consent of the Owners.

     

    8.4 No Waiver. Neither the
failure nor any delay on the party of a party to exercise any right, remedy,
power or privilege under this Management 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 occurrences. No
waiver shall be effective unless it is in writing and is signed by the party
asserted to have granted such waiver.

     

    
      
         

      

      
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    8.5 Amendments. This Management
Agreement may be amended only by an instrument in writing signed by the party
against whom enforcement of the amendment is sought.

     

    8.6 Headings. The headings of the
various subdivisions of this Management Agreement are for reference only and
shall not define or limit any of the terms or provisions hereof.

     

    8.7 Counterparts. This Management
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, and it shall not be necessary in making proof of this
Management Agreement to produce or account for more than one such
counterpart.

     

    8.8 Entire Agreement. This
Management 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.

     

    8.9 Disputes. If there shall be a
dispute between Owner and Manager relating to this Management Agreement
resulting in litigation, the prevailing party in such litigation shall be
entitled to recover from the other party to such litigation such amount as the
court shall fix as reasonable attorneys’ fees.

     

    8.10
Activities of Manager.
The obligations of Manager pursuant to the terms and provisions of this
Management Agreement shall not be construed to preclude Manager from engaging in
other activities or business ventures, whether or not such other activities or
ventures are in competition with the Owner or the business of
Owner.

     

    8.11
Independent Contractor.
Manager and Owner shall not be construed as joint venturers or partners of each
other pursuant to this Management Agreement, and neither shall have the power to
bind or obligate the other except as set forth herein. In all respects, the
status of Manager to Owner under this Management Agreement is that of an
independent contractor.

     

    [Signatures
appear on next page]

    


    
      
         

      

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

     

    
      
        	 	 	 	      
                LIGHTSTONE
      VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. 

              	 
	 	 	 	 	 
	 	 	 	 	 
	
              	 	      
                By: 

              	
                /S/    DAVID LICHTENSTEIN

              	 
	
                 

              	 	 	
                      
                  Name:
      David
      Lichtenstein

                

              	 
	
              	 	 	
                Title:  
      Chief
      Executive Officer

              	 


      

    

     

    
      
        
          	 	 	 	
                  LIGHTSTONE
      VALUE PLUS REIT LP

                	 
	 	 	 	 	 
	 	 	 	 	 
	
                	 	      
                  By: 

                	
                  Lightstone
      Value Plus Real Estate

                  Investment
      Trust, Inc.,
      
                    its
      General Partner

                  

                	 
	 	 	      
                  By:  

                	      
                  /S/    DAVID LICHTENSTEIN 

                	 
	
                   

                	 	 	
                        
                    Name:
      David
      Lichtenstein

                  

                	 
	
                	 	 	
                  Title:  
      Chief
      Executive Officer

                	 


        

      

       

      
        
          
            	 	 	 	
                    LIGHTSTONE
      VALUE PLUS REIT MANAGEMENT LLC

                  	 
	 	 	 	 	 
	 	 	 	 	 
	
                  	 	      
                    By: 

                  	
                    /S/    DAVID LICHTENSTEIN

                  	 
	
                     

                  	 	 	
                          
                      Name:
      David
      Lichtenstein

                    

                  	 
	
                  	 	 	
                    Title:  
      Authorized
      Person

                  	 


          

        

         

      

    

     

    
      
         

      

      
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