Exhibit
10.1


ADVISORY
AGREEMENT


 


This
ADVISORY AGREEMENT (this “Agreement”) is entered into on July 1, 2022, among LIGHTSTONE VALUE PLUS REIT V,
INC., a Maryland corporation (the “Company”), LIGHTSTONE VALUE PLUS REIT V OP LP, a Texas limited partnership (the
“Operating Partnership”), and LSG DEVELOPMENT LLC, a Delaware limited liability company (the “Advisor”).


 


W
I T N E S  E T H


 


WHEREAS, the Operating Partnership was organized to acquire, own, develop, construct, operate, lease and manage real estate properties
and to make or invest in loans and other investment on behalf of the Company; and


 


WHEREAS,
BHO II, Inc., a wholly owned subsidiary of the Company, is the general partner of the Operating Partnership; and


 


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


 


NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereby agree as follows:


 


ARTICLE
I


 


DEFINITIONS





 


The
following defined terms used in this Agreement shall have the meanings specified below:


 


2%/25%
Guidelines. Has the meaning set forth in Section 3.04 below.


 


Acquisition
Expenses. A non-accountable acquisition expense reimbursement in the amount of: (i) 0.25% of the aggregate consideration paid
in connection with the acquisition of an Asset, including any debt attributable to the Asset, plus 0.25% of the funds budgeted as incurred
for development, construction or improvement in the case of an Asset or (ii) 0.25% of the gross funds advanced in respect of a Mortgage
or other loan investment. Acquisition Expenses also include any investment-related expenses due to third parties in the case of a completed
investment, including legal fees and expenses, travel and communications expenses, costs of appraisals, accounting fees and expenses,
third-party brokerage or finder’s fees, title insurance, premium expenses and other closing costs. Acquisition Expenses also include
any payments approved in advance by the Board, and made to (i) a prospective seller of an asset, (ii) an agent of a prospective seller
of an asset, or (iii) a party that has the right to control the sale of an asset intended for investment by the Company that are not
refundable and that are not ultimately applied against the purchase price for such asset (“Non-Refundable Payments”).


 


Acquisition
and Advisory Fees. The fees payable to the Advisor pursuant to Section 3.01(b).


 






     


     


    

 


Acquisition
Fees. Any and all fees and commissions, exclusive of Acquisition Expenses but including the Acquisition and Advisory Fees, paid
by any Person to any other duly qualified or licensed Person (including any fees or commissions paid by or to any duly qualified or licensed
Affiliate of the Company or the Advisor) in connection with making or investing in Mortgages, other loans, or other investments or the
acquisition, development or construction of an Asset, including, without limitation, real estate commissions, selection fees, investment
banking fees, third party seller’s fees (to the extent the Company agrees to pay any such fees as part of an acquisition), Development
Fees, Construction Fees, non-recurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be Development
Fees and Construction Fees paid to any Person not affiliated with the Advisor in connection with the actual development and construction
of any Property.


 


Administrative
Services. The services provided by the Advisor (either directly or through a third party) to fulfill its duties to the Company
pursuant to Sections 2.02, 2.03, 2.04 and 2.05.


 


Administrative
Services Reimbursement. The amount payable to the Advisor for providing the Administrative Services pursuant to Section 3.02(e).
The Administrative Services Reimbursement is intended to reimburse for all or a portion of the costs associated with providing the Administrative
Services.


 


Advisor.
LSG Development LLC, a Delaware limited liability company, any successor advisor to the Company, or any Person to which LSG Development
LLC or any successor advisor assigns or subcontracts all or substantially all of its functions.


 





Advisor
Indemnified Party. Has the meaning set forth in Section 5.01 below.


 


Advisor
Payments. Has the meaning set forth in Section 3.05 below.


 


Advisor
Personnel. Any person employed by the Advisor or any Affiliate of the Advisor who performs services on behalf of the Advisor
for the Company, excluding those persons who also serve as an executive officer of the Company.


 


AFD
Personnel. Advisor Personnel who are a subset of Advisor Personnel and provide AFD Services.


 


AFD
Services. Services provided by Advisor Personnel in connection with the acquisition, financing, or disposition of Assets. AFD
Services include management of the acquisition, financing, and disposition processes, and performance of services in support of acquisition,
financing, and disposition transactions, including (1) review and preparation of due diligence materials associated with the transactions,
(2) supervision or performance of site visits and tenant interviews, (3) review of rent rolls, (4) verification of leases and other contracts
relating to the ownership, capital structure or operations of an Asset, and (5) review of environmental and property condition reports.


 


Affiliate
or Affiliated. As to any Person, (i) any Person directly or indirectly owning, controlling, or holding, with the power
to vote, 10% or more of the outstanding voting securities of such other Person; (ii) any Person 10% or more of whose outstanding voting
securities are directly or indirectly owned, controlled, or held, with power to vote, by such other Person; (iii) any Person, directly
or indirectly, controlling, controlled by, or under common control with such other Person; (iv) any executive officer, director, trustee
or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee
or general partner.


 






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Articles
of Incorporation. The Articles of Incorporation of the Company filed with the Maryland State Department of Assessments and Taxation
in accordance with the Maryland General Corporation Law, as amended or restated from time to time.


 





Assets.
Properties, Mortgages, loans and other direct or indirect investments (excluding all other investments in all current assets in accordance
with GAAP) owned by the Company, directly or indirectly through one or more of its Affiliates or Joint Ventures or through other investment
interests.


 


Asset
Management Fee. The fee payable to the Advisor for day-to-day professional management services in connection with the Company
and its investments in Assets pursuant to Section 3.01(a) of this Agreement.


 


Average
Invested Assets. For a specified period, the average of the aggregate book value of the Assets before deduction for depreciation,
bad debts or other non-cash reserves, computed by taking the average of the values at the end of each month during the period.


 


Bankruptcy
Code. Has the meaning set forth in Section 6.12 below.


 


Board.
The Board of Directors of the Company.


 


Business
Operations Infrastructure Costs. The costs associated with maintaining business operations infrastructure that can be shared
between the Company and other investment funds sponsored by Affiliates of the Advisor to achieve operational cost efficiency, including:
(i) network infrastructure, computers and information technology; (ii) business center costs; (iii) office management services;
(iv) human resource services; (v) office space costs; (vi) rent for office space for shared service functions; (vii) office furniture
and equipment; (viii) telephone and communications; (ix) general office supplies costs; (x) travel; and (xi) food and beverage costs.


 


Bylaws.
The bylaws of the Company, as the same are in effect from time to time.


 


Change
of Control. Any (i) event (including, without limitation, issue, transfer or other disposition of Shares of capital stock of
the Company or equity interests in the Operating Partnership, merger, share exchange or consolidation) after which any “person”
(as that term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in
Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company or the Operating Partnership representing greater
than 50% of the combined voting power of the Company’s or the Operating Partnership’s then outstanding securities, respectively;
provided, that, a Change of Control shall not be deemed to occur as a result of any widely distributed public offering of the Shares,
or (ii) direct or indirect sale, transfer, conveyance or other disposition (other than pursuant to clause (i)), in one or a series of
related transactions, of all or substantially all of the properties or assets of the Company or the Operating Partnership, taken as a
whole, to any “person” (as that term is used in Sections 13(d) and 14(d) of the Exchange Act).


 


Code.
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 the 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.


 


Company.
Lightstone Value Plus REIT V, Inc., a corporation organized under the laws of the State of Maryland. Unless the context clearly
indicates otherwise, references to the Company shall include its direct and indirect subsidiaries, including the Operating Partnership.


 






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Construction
Fee. A fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise
and coordinate projects or to provide major repairs or rehabilitations on a Property pursuant to the Property Management and Leasing
Agreement by and among the Company, the Operating Partnership and LSG-BH II Property Manager LLC, as amended from time to time.


 


Contract
Purchase Price. The amount of (i) total consideration incurred in respect of the acquisition, development, construction or improvement
of a Property, (ii) gross funds advanced with respect to a Mortgage or other loan, or (iii) total consideration incurred in respect to
the making of other investments, in each case exclusive of Acquisition Fees and Acquisition Expenses but including any debt attributable
to such acquired Assets.


 


Cost
of Investment. For each Asset, (i) with respect to an Asset directly or indirectly wholly-owned by the Company, the Fully Loaded
Cost, and (ii) in the case of an Asset owned by any Joint Venture or in some other manner in which the Company is a co-venturer or partner
or otherwise a co-owner, the portion of the Fully Loaded Cost that is attributable to the Company’s investment in the Joint Venture
or other interest in such Asset.


 


Cost
Reimbursement Cap. Set at $1,505,000 for the period from the date of this Agreement through June 30, 2023 and thereafter, adjusted
annually (effective July 1st) by the change in CPI during renewal periods, if any, under the Agreement.


 


CPI.
The Consumer Price Index for all Urban Consumers for the twelve-month period ended May 31st as published by the Bureau of Labor Statistics
of the U.S. Department of Labor.





 


Debt
Financing Fee. Fee payable to the Advisor pursuant to Section 3.01(c).


 


Development
Fee. A fee for the Development Services.


 


Development
Services. The packaging of an Asset, including the negotiation and approval of plans, and any assistance in obtaining zoning
and necessary variances and financing for a specific development Property, either initially or at a later date.


 


Director.
A member of the Board.


 


Distributions.
Any dividends or other distributions of money or other property by the Company to Stockholders, including distributions that may constitute
a return of capital for federal income tax purposes but excluding distributions that constitute the redemption of any Shares and excluding
distributions on any Shares before their redemption.


 


Estimated
Valuation Policy. The Company’s Amended and Restated Policy for Estimation of Common Stock Value, as amended from time
to time.


 


Excess
Amount. Has the meaning set forth in Section 3.04 below.


 


Exchange
Act. The Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto.


 


Fully
Burdened Compensation. Direct costs associated with salaries and wages and the related employment taxes and benefits for Advisor
Personnel who are generally associated within a specific department or group whose job duties and responsibilities are aligned.


 






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Fully
Loaded Cost. The Contract Purchase Price of an Asset at the time of acquisition (exclusive of any closing costs expenses in accordance
with GAAP), plus the amount incurred for the development, construction or improvement of the Asset, inclusive of expenses related thereto.


 


GAAP.
Generally accepted accounting principles in the United States of America.


 


Hard
Costs. The actual costs of goods, services, and materials incurred by the Advisor, including: (i) mobile phones and personal
communication costs; (ii) travel and hotel expenses; (iii) meals and entertainment; (iv) conference fees and related charges; (v) employee
recruiting fees; (vi) employee relocation costs; (vii) employee gifts and other; (viii) contract labor; (ix) education and training;
(x) dues, subscriptions and licenses; (xi) office supplies; (xii) printing costs; (xiii) computer accessories and software and licensing
costs; (xiv) postage, shipping and courier expenses.


 


Independent
Director. A Director who is not on the date of determination, and within the last two years from the date of determination has
not been, directly or indirectly associated with the Advisor by virtue of (i) ownership of an interest in the Advisor or any of their
Affiliates, other than the Company, (ii) employment by the Company, the Advisor or any of their Affiliates, (iii) service as an officer
or director of the Advisor or any of their Affiliates, other than as a Director of the Company, (iv) performance of services for
the Company, other than as a Director of the Company, (v) service as a director or trustee of more than three real estate investment
trusts advised by the Advisor or its Affiliates, or (vi) maintenance of a material business or professional relationship with the Advisor
or any of their Affiliates. Notwithstanding the foregoing, and consistent with (v) above, serving as a director of or receiving director
fees from or owning an interest in a REIT or other real estate program advised or managed by the Advisor or its Affiliates shall not,
by itself, cause a Director to be deemed associated with the Advisor. A business or professional relationship is considered material
if the aggregate annual gross revenue derived by the Director from the Advisor and their Affiliates (excluding fees for serving as a
director of the Company or other REIT or real estate program organized or advised or managed by the Advisor or its Affiliates) exceeds
five percent of either the Director’s annual gross income during either of the last two years or the Director’s net worth
on a fair market value basis. An indirect association with the Advisor shall include circumstances in which a Director’s spouse,
parent, child, sibling, mother- or father-in-law, son- or daughter-in-law, or brother- or sister-in-law is or has been associated with
the Advisor, any of their Affiliates, or the Company.


 


Intellectual
Property Rights. All rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, confidential
information rights, patents, invention rights, copyrights, service marks, trademarks, know-how, or similar intellectual property rights
and all applications and rights to apply for such rights, as well as any and all moral rights, rights of privacy, publicity and similar
rights and license rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or
domestic and all renewals and extensions thereof.


 


Joint
Ventures. A legal organization formed to provide for the sharing of the risks and rewards in an enterprise co-owned and operated
for mutual benefit by two or more business partners and established to acquire or hold Assets.


 


Listing
or Listed. The filing of a Form 8-A to register any class of the Company’s securities on a national securities exchange
and an original listing application related thereto; provided, that the Shares shall not be deemed to be Listed until trading in the
Shares shall have commenced on the relevant national securities exchange.


 


Mortgages.
In connection with mortgage financing provided, invested in or purchased by the Company, all of the notes, deeds of trust, security interests
or other evidence of indebtedness or obligations, which are secured or collateralized by Real Property owned by the borrowers under such
notes, deeds of trust, security interests or other evidence of indebtedness or obligations.


 






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Net
Income. For any period, the Company’s total revenues applicable to that period, less the total expenses applicable to the
period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the
sale of the Assets.


 


Notice. Has the meaning set forth in Section 6.03 below.


 


Offering.
Any public offering of Shares pursuant to an effective registration statement filed under the Securities Act, other than a public offering
of Shares under a distribution reinvestment plan.


 


Operating
Partnership. Lightstone Value Plus REIT V OP, LP, a Delaware limited partnership, through which the Company may own
Assets or otherwise conduct its operations.


 


Operating
Partnership Agreement. The Amended and Restated Agreement of Limited Partnership of the Operating Partnership, among the Company,
BHO II, Inc., BHO Business Trust II and the limited partner(s) set forth on Exhibit A thereto from time to time, dated as of January
4, 2008, as the same may be amended from time to time.


 


Organization
and Offering Expenses. Any and all costs and expenses incurred by and to be paid by the Company in connection with an Offering,
the formation of the Company, and including the qualification and registration of the Offering and the marketing and distribution of
its Shares, including, without limitation: total underwriting and brokerage discounts and commissions (including fees of the underwriters’
attorneys); expenses for printing, engraving, amending registration statements and supplementing prospectuses; mailing and distribution
costs; reimbursement of bona fide due diligence expenses of broker-dealers; salaries of employees while engaged in sales activity, such
as preparing supplemental sales literature; telephone and other telecommunication costs; all advertising and marketing expenses, including
the costs related to investor and broker-dealer meetings; charges of transfer agents, registrars, trustees, escrow holders, depositories
and experts; filing, registration and qualification fees and taxes relating to the Offering under federal and state laws; and accountants’
and attorneys’ fees.


 


Person.
An individual, corporation, association, business trust, estate, trust, partnership, limited liability company or other legal entity.


 


Property
or Properties. As the context requires, any, or all, respectively, of the Real Property acquired by the Company, either
directly or indirectly (whether through Joint Ventures or other investment interests, regardless of whether the Company consolidates
the financial results of these entities).


 


Proprietary
Property. All modeling algorithms, tools, computer programs, know-how, methodologies, processes, technologies, ideas, concepts,
skills, routines, subroutines, operating instructions and other materials and aides used in performing the duties set forth in Section 2.02
that relate to advice regarding Assets, and all modifications, enhancements and derivative works of the foregoing.


 


Prospectus.
Prospectus has the meaning set forth in Section 2(a)(10) of the Securities Act, including a preliminary prospectus, an offering
circular as described in Rule 253 of the General Rules and Regulations under the Securities Act or, in the case of an intrastate offering,
any document by whatever name known, utilized for the purpose of offering and selling securities of the Company.


 






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Real
Property or Real Estate. Land, rights in land (including leasehold interests), and any buildings, structures, improvements, furnishings,
fixtures and equipment located on or used in connection with land and rights or interests in land.


 


REIT.
A corporation, trust, association or other legal entity (other than a real estate syndication) that is engaged primarily in investing
in interests in Real Estate (including fee ownership and leasehold interests) or in loans secured by Real Estate or both in accordance
with Sections 856 through 860 of the Code.


 


Requesting
Party. Has the meaning set forth in Section 3.05 below.


 


Sale
or Sales. (i) Any transaction or series of transactions whereby: (A) the Company directly or indirectly (except as described
in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Property or portion
thereof, including the lease of any Property consisting of a building only, and including any event with respect to any Property which
gives rise to a significant amount of insurance proceeds or condemnation awards; (B) the Company 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
of the interest of the Company in any Joint Venture in which it is a co-venturer or partner; (C) any Joint Venture directly or indirectly
(except as described in other subsections of this definition) in which the Company as a co-venturer or partner sells, grants, transfers,
conveys, or relinquishes its ownership of any Property or portion thereof, including any event with respect to any Property which gives
rise to insurance claims or condemnation awards; (D) the Company directly or indirectly (except as described in other subsections of
this definition) sells, grants, conveys or relinquishes its interest in any Mortgage or other loan or portion thereof (including with
respect to any Mortgage or other loan, all payments thereunder or in satisfaction thereof other than regularly scheduled interest payments
of amounts owed pursuant to the Mortgage or other loan) and any event with respect to a Mortgage or other loan which gives rise to a
significant amount of insurance proceeds or similar awards; or (E) the Company directly or indirectly (except as described in other subsections
of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other Asset not previously described in this
definition or any portion thereof, but (ii) not including any transaction or series of transactions specified in clause (i) (A) through
(E) above in which the proceeds of such transaction or series of transactions are reinvested in one or more Assets within 180 days thereafter.


 


Securities
Act. The Securities Act of 1933, as amended from time to time, or any successor statute thereto. Reference to any provision of
the Securities Act shall mean the 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.


 


Shares.
Any shares of the Company’s common stock, par value $0.0001 per share.


 


Stockholders.
The record holders of the Company’s Shares as maintained in the books and records of the Company or its transfer agent.


 


Termination
Date. The date of termination of this Agreement.


 


Total
Operating Expenses. All costs and expenses paid or incurred by the Company, as determined under generally accepted accounting
principles, which are in any way related to the operation of the Company or to Company business, including asset management fees paid
to the Advisor or any Affiliate of the Advisor, but excluding (i) the expenses of raising capital such as Organization and Offering Expenses,
legal, audit, accounting, underwriting, brokerage, listing, registration, and other fees, printing and other expenses and tax incurred
in connection with the issuance, distribution, transfer, registration and Listing of the Shares, (ii) interest payments, (iii) taxes,
(iv) non-cash expenditures such as depreciation, amortization and bad debt reserves, (v) Acquisition Expenses and any acquisition fees
paid to the Advisor or any Affiliate of the Advisor, (vi) real estate commissions on the Sale of Assets, and (vii) other fees and expenses
connected with the acquisition, disposition, management and ownership of real estate interests, mortgage loans or other property (including
the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of property).


 






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Value
of Investment. For each Asset, (i) with respect to an Asset wholly-owned by the Company or any wholly-owned subsidiary, the Asset’s
value determined in connection with the Board’s establishment and publication of an estimated value per share as determined in
accordance with the Estimated Valuation Policy, and (ii) in the case of an Asset owned by any Joint Venture or in some other manner in
which the Company is a co-venturer or partner or otherwise a co-owner, the portion of the Asset’s value determined in connection
with the Board’s establishment of an estimated value per share as determined in accordance with the Estimated Valuation Policy
that is attributable to the Company’s investment in the Joint Venture or other interest in such Asset. Notwithstanding the foregoing,
if the Company acquires an Asset after the Board’s most recent establishment and publication of an estimated value per share, the
Asset’s value shall be the Cost of Investment.


 


ARTICLE
II


 


THE ADVISOR


 


2.01.
Appointment. The Company hereby appoints the Advisor to serve as its advisor on the terms and conditions set forth in this
Agreement, and the Advisor hereby accepts such appointment.


 


2.02.
Duties of the Advisor. The Advisor shall be deemed to be in a fiduciary relationship to the Company and its Stockholders.
Subject to Section 2.08, the Advisor undertakes to use its commercially reasonable efforts to present to the Company potential
investment opportunities consistent with the investment objectives and policies of the Company as determined and adopted from time to
time by the Board. In performing its duties, subject to the supervision of the Board and consistent with the provisions of the Company’s
most recent public filings, the Articles of Incorporation and Bylaws, the Advisor shall, either directly or by engaging a duly qualified
and licensed Affiliate of the Advisor or other duly qualified and licensed Person:


 


 (a) provide the Company with research and economic and statistical data in connection with the Assets and investment policies of the Company;




 


 (b) manage the Company’s day-to-day operations and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company;




 


 (c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares;




 


 (d) investigate, select, and, on behalf of the Company, engage and conduct business with the duly qualified and, if required, licensed Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including duly qualified and licensed 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, mortgagors, property management companies, transfer agents and any and all agents for any of the foregoing, including duly qualified and licensed Affiliates of the Advisor, and duly qualified and, if required, licensed Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;




 






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 (e) consult with the officers of the Company and the Board and assist the Board 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;




 


 (f) subject to the provisions of Sections 2.02(h) and 2.03 below, (i) locate, analyze and select potential investments in Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Assets will be made; (iii) make investments in Assets on behalf of the Company or the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) 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 the investments in, Assets; and (v) enter into leases of Property and service contracts for Assets with duly qualified and, if required, licensed Persons and, to the extent necessary, perform all other operational functions for the maintenance and administration of the Assets, including the servicing of Mortgages, other loans and investments;




 


 (g) provide the Board with periodic reports regarding prospective investments in Assets;




 


 (h) obtain the prior approval of the Board (including a majority of all Independent Directors) for any and all investments in Assets;




 


 (i) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, negotiate on behalf of the Company with investment banking firms and broker-dealers, and negotiate private sales of Shares and other securities of the Company or obtain loans for the Company, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that, subject to Section 3.01(c), any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company;




 


 (j) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Assets;




 


 (k) 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 under this Agreement;




 


 (l) assist the Company in arranging for all necessary cash management services;




 


 (m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets;




 


 (n) upon request of the Company, act, or obtain the services of other duly qualified and, if required, licensed Persons to act, as attorney-in-fact or agent of the Company in making, acquiring and disposing of Assets, disbursing and collecting funds on behalf of the Company, paying the debts and fulfilling the obligations of the Company and retaining counsel or other advisors to assist in handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;




 






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 (o) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company;




 


 (p) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor;




 


 (q) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and




 


 (r) do all things necessary to assure its ability to render the services described in this Agreement.




 


2.03.
Authority of Advisor.


 


 (a) Pursuant to the terms of this Agreement (including the restrictions included in this Section 2.03 and in Section 2.06 below), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Board hereby delegates to the Advisor the authority to (i) locate, analyze and select investment opportunities for the Company, (ii) structure the terms and conditions of transactions pursuant to which investments will be made or acquired for the Company, (iii) acquire Properties, make and acquire Mortgages and other loans and make investments in other Assets in compliance with the investment objectives and policies of the Company, (iv) arrange for financing or refinancing of Assets, (v) enter into leases for the Properties and service contracts for the Assets with duly qualified and licensed non-affiliated and Affiliated Persons, including oversight of non-affiliated and Affiliated Persons that perform property management, acquisition, advisory, disposition or other services for the Company, (vi) oversee duly qualified and, if required, licensed property managers and other Persons who perform services for the Company, and (vii) arrange for, or provide, accounting and other record-keeping functions.




 


 (b) Notwithstanding the foregoing, any investment in Assets by the Company (as well as any financing acquired by the Company in connection with the investment), will require the prior approval of the Board (including a majority of the Independent Directors).




 


 (c) The prior approval of a majority of the Independent Directors and a majority of the Board not otherwise interested in the transaction will be required for each transaction with the Advisor or its Affiliates.




 


 (d) If a transaction requires approval by the Board, the Advisor will deliver to the Directors all documents required by them to properly evaluate the proposed transaction.




 


The
Board may, at any time upon the giving of written notice to the Advisor, modify or revoke the authority set forth in this Section 2.03.
If and to the extent the Board so modifies or revokes the authority contained herein, the Advisor shall henceforth submit to the Board
for prior approval the proposed transactions involving investments in Assets as thereafter require prior approval; provided, however,
that the 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 prior to the date of receipt by the Advisor of the notification.


 


2.04.
Bank Accounts. The Advisor may establish and maintain one or more bank accounts in its own name for the account of the Company
or in the name of the Company and may collect and deposit into any account or accounts, and disburse from any account or accounts, any
money on behalf of the Company, under the terms and conditions as the Board may approve; provided, however, that no funds
of the Company shall be commingled with the funds of the Advisor; and the Advisor shall from time to time render accountings of the collections
and payments to the Board, its Audit Committee and the independent accountants of the Company.


 






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2.05.
Records; Access. The Advisor shall maintain records of all its activities hereunder and make the records available for inspection
by the Board and by counsel, independent accounts, and authorized agents of the Company, at any time or from time to time during normal
business hours. The Advisor shall at all reasonable times have access to the books and records of the Company.


 


2.06.
Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from
taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b)
subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation
or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or any of the Company’s
securities, or otherwise not be permitted by the Articles of Incorporation, the Bylaws or the Operating Partnership Agreement, except
if the action shall be ordered by the Board, in which case the Advisor shall promptly notify the Board of the Advisor’s judgment
of the potential impact of the action and shall refrain from taking the 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. The Advisor, its directors, officers, employees and stockholders, and the directors, officers, employees and stockholders of
the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor,
its directors, officers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers
or employees or stockholders except as provided in Section 5.02 of this Agreement.


 


2.07.
Relationship with Directors. Directors, officers and employees of the Advisor or an Affiliate of the Advisor may serve as
Directors, officers or employees of the Company, except that no director, officer or employee of the Advisor or its Affiliates who also
is a Director shall receive any compensation from the Company for serving as a Director other than reasonable reimbursement for travel
and related expenses incurred in attending meetings of the Board.


 


2.08.
Other Activities of the Advisor. Nothing herein contained shall prevent the Advisor or its Affiliates from engaging in other
activities, including, without limitation, the rendering of advice to other Persons (including other REITs) and the management of other
programs advised, sponsored or organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict the right of any
director, officer, employee, or stockholder of the Advisor or its Affiliates to engage in any other business or to render services of
any kind to any other Person. 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. The Advisor shall report to the Board the existence of any condition or circumstance,
existing or anticipated, of which it has knowledge, which creates or could create a conflict of interest between the Advisor’s
obligations to the Company and its obligations to or its interest in any other Person. The Advisor or its Affiliates shall promptly disclose
to the Board knowledge of such condition or circumstance. Provided the Company has sufficient investment funds available for investment
opportunities that meet its investment objectives and policies, the Advisor shall inform the Board at least quarterly of the investment
opportunities, of which the Advisor has knowledge that have been offered to other programs with similar investment objectives sponsored
by the Advisor, any Director or their respective Affiliates. If the Advisor, any Director or any Affiliates of the foregoing have sponsored
other investment programs with similar investment objectives which have investment funds available at the same time as the Company, it
shall be the duty of the Board (including the Independent Directors) to adopt a reasonable method by which investments may be allocated
to the competing investment entities and to use their best efforts to apply such method fairly to the Company.


 






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ARTICLE
III



COMPENSATION AND REIMBURSEMENT OF SPECIFIED COSTS


 


3.01.
Fees.


 


 (a) Asset Management Fee. The Company shall pay the Advisor a monthly Asset Management Fee on the 15th day of each month in an amount equal to 1/12th of 0.7% of, for each and every Asset, the Value of Investment. The Advisor, in its sole discretion, may waive, reduce or defer all or any portion of the Asset Management Fee to which it would otherwise be entitled.




 


 (b) Acquisition and Advisory Fees. The Company shall pay the Advisor a fee in the amount of 1.5% of the Contract Purchase Price of each Asset as Acquisition and Advisory Fees. The total of all Acquisition Fees and any Acquisition Expenses shall be limited in accordance with the Articles of Incorporation. Acquisition and Advisory Fees shall be paid as follows: (i) for real property, at the time of acquisition, (ii) for any development, redevelopment or improvement projects on Properties, at the time that they are incurred, and (iii) for Mortgages, other loans and similar assets (including without limitation mezzanine loans), quarterly based on the value of loans made or acquired. The Advisor, in its sole discretion, may waive, reduce or defer all or any portion of the Acquisition and Advisory Fees to which it would otherwise be entitled.




 


 (c) Debt Financing Fee. Debt Financing Fee. In the event of any debt financing obtained by or for the Company (including any refinancing of debt), the Company will pay to the Advisor a debt financing fee equal to 1% of the amount available under the financing. The Debt Financing Fee includes the reimbursement of the specified cost incurred by the Advisor of engaging third parties to source debt financing, and nothing herein shall prevent the Advisor from entering fee-splitting arrangements with third parties with respect to the Debt Financing Fee.




 


3.02.
Expenses


 


 (a) The Company shall pay directly or reimburse the Advisor or its Affiliates, as directed by the Advisor, for the following costs and expenses paid or incurred by the Advisor or its Affiliates in connection with the provision of services under this Agreement for which the Advisor or any Affiliate of the Advisor does not receive a separate fee:




 


 (i) Acquisition Expenses;




 


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




 


 (iii) third-party expenses connected with payments of Distributions in cash or otherwise made or caused to be made by the Company to the Stockholders;




 


 (iv) expenses of any third-party transfer agent for the Shares and third-party expenses of maintaining communications with Stockholders, including the cost of preparation, printing, and mailing annual reports and other Stockholder reports, proxy statements and other reports required by governmental entities;




 






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 (v) if the Board of Directors of the Company has preapproved the provision of AFD Services with respect to an Asset, the Company shall reimburse the Advisor for any Personnel Costs, Hard Costs and Business Operations Infrastructure Costs (as determined by the Advisor based on its review of the time sheets or other billing records and receipts of the Advisor Personnel) attributable to the Advisor Personnel while performing the preapproved AFD Services;


 


 (vi) for the avoidance of doubt, the Company shall not reimburse the Advisor for the amount of compensation and benefits paid or accrued by the Advisor, including any payroll taxes and insurance costs, for any person who also serves as an executive officer of the Company; and




 


 (vii) other expenses incurred by the Advisor and approved by the Board.




 


 (b) Expenses incurred by the Advisor on behalf of the Company and payable pursuant to this Section 3.02 shall be reimbursed no less than quarterly to the Advisor within 60 days after the end of each quarter. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver the statement to the Company within 45 days after the end of each quarter.




 


 (c) For avoidance of doubt, the Company is and remains responsible for paying any and all expenses of the Company, including third party audit, accounting and legal fees.




 


 (d) Notwithstanding anything to the contrary in this Section 3.02, with respect to investments the Company does not make (i) the Advisor will be responsible for paying all of the investment-related expenses that the Company or the Advisor incurs that are due to third parties other than Non-Refundable Payments approved in advance by the Board, and (ii) the Company shall be responsible for paying directly or reimbursing the Advisor for all Non-Refundable Payments approved in advance by the Board.




 


 (e) For the period from the date of this Agreement through June 30, 2023, the Company shall pay the Advisor an Administrative Services Reimbursement in the amount equal to the lesser of (i) the Cost Reimbursement Cap and (ii) the costs of providing the Administrative Services. The costs of providing the Administrative Services include, without limitation, the Fully Burdened Compensation, Hard Costs and Business Operations Infrastructure Costs attributable to Advisor Personnel (other than AFD Personnel and Advisor Personnel providing services for which the Advisor or any Affiliate of the Advisor is paid a separate fee) performing services for the Company pursuant to this Agreement. The Administrative Services Reimbursement is payable in quarterly installments within 45 days of the end of each calendar quarter. Notwithstanding anything to the contrary, no additional fees or expense reimbursement shall be payable to the Advisor in connection with the provision of the Administrative Services (whether or not paid to a third party) without the prior consent of the Board.




 


 (f) For the avoidance of doubt, the Company shall not reimburse the Advisor for any Fully Burdened Compensation, Hard Costs and Business Operations Infrastructure Costs attributable to Advisor Personnel providing services for which the Advisor or any Affiliate of the Advisor is paid a separate fee.




 


3.03.
Other Services. Should the Board request that the Advisor or any director, officer or employee thereof render services for
the Company other than those set forth in Section 2.02, the services shall be separately compensated at the rates and in
the amounts as are agreed by the Advisor and 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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3.04.
Reimbursement to the Advisor. The Company shall not reimburse the Advisor for Total Operating Expenses to the extent that
Total Operating Expenses, in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the
“Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income for that period of four
consecutive fiscal quarters (the “2%/25% Guidelines”). Any Excess Amount paid to the Advisor during a fiscal
quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation
set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent
Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding
the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such
excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the
Advisor. If the Independent Directors determine such excess was justified, then, after the end of any fiscal quarter of the Company for
which there is an Excess Amount for the 12 months then ended paid to the Advisor, the Advisor, at the direction of the Independent Directors,
shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders
within 60 days of such quarter end, together with an explanation of the factors the Independent Directors considered in determining that
such Excess Amount was justified. Such determination shall be reflected in the minutes of the meetings of the Board. The Company will
not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the
form of a separate fee. All figures used in any computation pursuant to this Section 3.04 shall be determined in accordance
with generally accepted accounting principles applied on a consistent basis.


 


3.05.
Audit of Advisor Payments. It is the intention of the parties to conform strictly to the applicable provisions of this Agreement
as to fees, reimbursements and any other amounts (the “Advisor Payments”) to be paid to the Advisor hereunder.
In addition to the review of the Advisor Payments conducted as part of the Company’s annual audited financial statements, the Company
shall have the right, on an annual basis and upon reasonable written notice, to engage a separate audit, on a confidential basis, of
its own and the Advisor’s records, books and accounts in respect of Advisor Payments to ascertain whether the Advisor Payments
were properly determined and paid for the prior fiscal year. Any requests for such a separate audit must be made within 90 days of the
prior calendar year-end. Any such audit shall be conducted: (i) by an independent certified public accounting firm designated by the
Company (the “Auditor”); (ii) during regular business hours; and (iii) in such a manner so as not to interfere
with the Advisor’s regular business activities. The Company shall bear the costs of the audit unless the audit conclusively reveals
an overpayment of Advisor Payments in an amount greater than 10% of the total amount of Advisor Payments owed for the period being inspected,
in which case the Advisor shall bear the costs of the audit. If the audit conclusively reveals an overpayment or underpayment of Advisor
Payments, the Company or the Advisor shall promptly pay to the other party the amount of the overpayment or underpayment, as the case
may be, without interest. Any underpayment or overpayment under this Agreement shall not be a breach of this Agreement unless and until
an audit performed in accordance with this Section 3.05 is completed and the party who may be obligated to make a payment hereunder as
a result of such audit shall have failed to promptly make any required payment.


 


ARTICLE
IV


 


TERM AND TERMINATION


 


4.01.
Term; Renewal. Subject to Section 4.02 below, this Agreement shall continue in force through and including June 30,
2023, this Agreement may be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties. It is the
duty of the Board to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for
a term of no more than one year.


 



4.02.
Termination. This Agreement will automatically terminate upon Listing. This Agreement also may be terminated at the option
of either party upon 60 days’ written notice without cause or penalty (if termination is by the Company, then the termination shall
be upon the approval of a majority of the Independent Directors). Notwithstanding the foregoing, the provisions of Section 4.03,
Article V and Article VI shall continue in full force and effect and shall survive the termination or expiration of this Agreement.


 






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4.03.
Payments to and Duties of Advisor upon Termination.


 


 (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to, and shall receive from the Company within 30 days after the effective date of the termination, all unpaid fees payable to the Advisor earned or related to any period up to the time of termination of this Agreement.




 


 (b) The Advisor shall promptly upon termination:




 


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




 


 (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 the Assets, and documents of the Company then in the custody of the Advisor; and




 


 (iv) cooperate with the Company and take all reasonable actions requested by the Company to provide an orderly management transition.




 


ARTICLE
V


 


INDEMNIFICATION


 


5.01.
Indemnification by the Company.


 


 (a) The Advisor assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith to the best of its abilities and shall not be responsible for any action or inaction of the Board or the Company in following or declining to follow any advice or recommendations of the Advisor. The Advisor and its Affiliates, and the directors, officers, employees, partners, members, stockholders, other equity holders, agents and representatives of the Advisor and its Affiliates (each, an “Advisor Indemnified Party”), will not be liable to the Company, any subsidiary of the Company, the Board, the stockholders of the Company or of any of the Company’s subsidiaries, partners or members or any other Person for any acts or omissions by any Advisor Indemnified Party performed in accordance with and pursuant to this Agreement, except by reason of any act or omission constituting bad faith, willful misconduct, gross negligence, or reckless disregard of the duties under this Agreement on the part of such Advisor Indemnified Party. The Company shall, to the full extent lawful, reimburse, indemnify and hold harmless each Advisor Indemnified Party, of and from any and all expenses, losses, damages, liabilities, taxes, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees), in respect of or arising from (i) any acts or omissions of such Advisor Indemnified Party performed under this Agreement and not constituting bad faith, willful misconduct, gross negligence, or reckless disregard of duties on the part of such Advisor Indemnified Party under this Agreement and (ii) any matter, act or omission occurring prior to the date of this Agreement relating to, in connection with, or in respect of, the Company or any of its Affiliates or any of their respective businesses, assets or properties (including any claim or litigation asserted or instigated by a third party); provided, however, that to the extent that an Advisor Indemnified Party recovers insurance proceeds with respect to any matter for which the Advisor Indemnified Party is entitled to indemnification, then the amount payable to such Advisor Indemnified Party under this Section 5.01 in respect of such matter shall be reduced by the amount of such recovered insurance proceeds. In addition, the Company shall advance funds to an Advisor Indemnified Party for reasonable legal fees and other reasonable costs and expenses incurred as a result of any claim, suit, action or proceeding for which indemnification is being sought; provided, however, that such Advisor Indemnified Party undertakes to repay such advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which such Advisor Indemnified Party is found pursuant to a final and non-appealable order or judgment to not be entitled to indemnification.




 






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 (b) The indemnity provided for pursuant to this Section 5.01 shall extend, without limitation, to any claims to the extent relating to any of the events or outcomes set forth in the Prospectus or in any other filing made by the Company with the Securities and Exchange Commission as possible results, outcomes or risks associated with the business and investment objectives of the Company. Notwithstanding the provisions of this Section 5.01, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 5.01 for any activity with respect to which the Advisor shall be required to indemnify or hold harmless the Company pursuant to Section 5.02.




 


5.02.
Indemnification by Advisor. The Advisor shall indemnify and hold harmless the Company from contract or other liability, claims,
damages, taxes or losses and related expenses including attorneys’ fees, to the extent that the liability, claims, damages, taxes
or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud,
misfeasance, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement, but the Advisor shall not
be held responsible for any action or inaction of the Board of the Company in following or declining to follow any advice or recommendation
given by the Advisor.


 


ARTICLE
VI


 


MISCELLANEOUS


 


6.01.
Assignment to an Affiliate. This Agreement and any rights, duties, liabilities and obligations hereunder and the fees and
compensation related thereto may be assigned by the Advisor, in whole or in part, to a duly qualified and (if required to be) licensed
Affiliate of the Advisor without obtaining the approval of the Board. Any other assignment shall be made only with the approval of a
majority of the Board (including a majority of the Independent Directors). The Advisor may assign any rights to receive fees or other
payments under this Agreement without obtaining the approval of the Board. This Agreement shall not be assigned by the Company without
the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization which is a successor
to all of the assets, rights and obligations of the Company, in which case the successor organization shall be bound hereunder and by
the terms of said assignment in the same manner as the Company is bound by this Agreement. This Agreement shall be binding on successors
to the Company resulting from a Change of Control or sale of all or substantially all the assets of the Company or the Operating Partnership,
and shall likewise be binding upon any successor to the Advisor.


 


6.02.
Relationship of Advisor and Company. The Company and the Advisor are not partners or joint venturers with each other, and
nothing in this Agreement shall be construed to make them such partners or joint venturers or impose any liability as such on either
of them.


 






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6.03.
Notices. All notices, consents, approvals, waivers or other communications (each, a “Notice”) required
or permitted hereunder, except as herein otherwise specifically provided, shall be in writing and shall be: (a) delivered personally
or by commercial messenger; (b) sent via a recognized overnight courier service; (c) sent by registered or certified mail, postage pre-paid
and return receipt requested; or (d) sent by facsimile transmission, provided confirmation of receipt is received by sender and the original
Notice is sent or delivered contemporaneously by an additional method provided in this Section 6.03; in each case so long
as such Notice is addressed to the intended recipient thereof as set forth below. Any party may change its address specified above by
giving each party Notice of such change in accordance with this Section 6.03. Any Notice shall be deemed given upon actual
receipt (or refusal of receipt).


 


	To
    the Company and the Operating Partnership:	 	Lightstone
                                            Value Plus REIT V, Inc.

                                            1985 Cedar Bridge Avenue, Suite 1

                                            Lakewood, New Jersey 08701

     

	 	 	Attention:	Joseph E. Teichman, Esq.
	 	 	 	Executive Vice President
	 	 	 	 
	With
    a copy to:	 	Andreas
                                            K. Bremer

                                            17130 Dallas Parkway

                                            Suite 240

                                            Dallas, TX 75248

     

    Laura
    K. Sirianni

    DLA Piper LLP

    4141 Parklake Avenue

    Suite 300

    Raleigh, North Carolina 27612-2350

	 	 	 
	To
    the Advisor:	 	LSG
                                            Development LLC

                                            1985 Cedar Bridge Avenue, Suite 1

                                            Lakewood, New Jersey 08701

    

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


 


6.04.
Modification. This Agreement shall not be amended or supplemented, in whole or in part, except by an instrument in writing
signed by all the parties hereto, or their respective successors or permitted assignees.


 


6.05.
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.


 


6.06.
Choice of Law; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State
of New York, and any action brought to enforce the agreements made hereunder or any action which arises out of the relationship created
hereunder shall be brought exclusively in any of the federal or state courts located in the Borough of Manhattan in New York City.


 






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6.07.
Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to
the subject matter of this Agreement, 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 of this Agreement. The express terms
of this Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms of this
Agreement.


 


6.08.
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 the 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 the waiver.


 


6.09.
Gender; Number. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to
include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.


 


6.10.
Execution in Counterparts. This Agreement may be executed with counterpart signatures or 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.


 


6.11.
Ownership of Proprietary Property. 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, service marks 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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6.12.
Non-Solicitation. During the period commencing on the effective date of this Agreement and ending one year following the termination
of this Agreement, neither the Company nor the Operating Partnership shall, without the Advisor’s prior written consent, directly
or indirectly, (a) solicit or encourage any person to leave the employment or other service of the Advisor or its affiliates or (b) hire,
on behalf of the Company or any other person or entity, any person who has within the prior year left his or her employment with the
Advisor or its affiliates. During the period commencing on the effective date of this Agreement and ending one year following the termination
of this Agreement, neither the Company nor the Operating Partnership shall, whether for its own account or for the account of any other
person, firm, corporation or other business organization, intentionally interfere with the relationship of the Advisor or its affiliates
with, or endeavor to entice away from the Advisor or its affiliates, any person who during the term of the Agreement is, or during the
preceding one-year period was, a customer of the Advisor or its affiliates. Notwithstanding the foregoing, the obligations of the Company
under this Section 6.12 shall be waived and shall not apply in the following circumstances:


 


 (a) (i) the Advisor files for a voluntary petition under Title 11 of the United States Code, 11 U.S.C. §101, et seq., as amended from time to time, or any successor statute or statutes (the “Bankruptcy Code”) Code or any other Federal or state bankruptcy, receivership or insolvency law; or (ii) an involuntary petition is filed against the Advisor under the Bankruptcy Code or any other Federal or state bankruptcy, receivership or insolvency law, and such petition or proceeding has not been dismissed or terminated within 60 days of such filing; or




 


 (b) in the event the Advisor either (i) terminates this Agreement pursuant to Section 4.02 of this Agreement because Advisor is no longer in the business of providing real estate asset management services or (B) materially breaches its obligations to provide the services set forth in Section 2.02 of this Agreement (other than with respect to providing services with respect to acquisitions or prospective acquisitions), and such material breach continues uncured for 15 business days after the date the Company has given the Advisor written notice of such material breach pursuant to Section 6.03.




 


6.13.
Rules of Construction. The headings herein are for convenience only, do not constitute a part of this Agreement. The recitals
constitute an integral part of this Agreement and hereby are incorporated by reference in this Section 6.13. This Agreement
shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any provisions of this Agreement. Whenever the words “include,” “includes,”
“including” or “such as” are used in this Agreement, they shall be deemed to be followed by the words “but
not limited to” whether or not they are in fact followed by those words or words of like import.


 


[The
remainder of this page intentionally blank – Signature page follows]


 



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


 


	 	LIGHTSTONE VALUE PLUS REIT V, INC.
	 	 	 
	 	By:	/s/
    Andreas K. Bremer
	 		Name:	Andreas K. Bremer
	 		Title: 	Chairman of the Conflicts Committee
    and Authorized Signatory



 


	 	LIGHTSTONE VALUE PLUS REIT V OP LP
	 	 	 
	 	By:	BHO II, Inc.,
	 	 	Its General Partner



 





	 	By:	/s/
    Terri Warren Reynolds
	 	 	Name:	Terri Warren Reynolds
	 	 	Title:	Senior Vice President and
    Secretary


 


	 	LSG DEVELOPMENT LLC
	 	 	 
	 	By:	/s/
    Joseph E. Teichman
	 	 	Name:	Joseph E. Teichman
	 		Title: 	Authorized Signatory



 






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