FORM OF ASSIGNMENT AND
ASSUMPTION OF
AGREEMENT OF PURCHASE AND
SALE
This Assignment and Assumption of Agreement for
Purchase and Sale of Interests (“ Assignment ”)
is dated as of January 11, 2007 between Lightstone Value Plus Real
Estate Investment Trust, Inc., a Maryland corporation ("
Assignor "), and The Lightstone Group, LLC, a New Jersey
limited liability company (“ Assignee
”).
WHEREAS, as of January 11, 2007, Sealy SHV/NO, L.P.,
Sealy Ohio, L.P., Sealy Alamo Buildings, L.P., Sealy FRLA SBC,
L.L.C., Sealy FRLA I, L.L.C., Sealy FRLA II, L.L.C., Sealy FRLA
Office, L.L.C. and Sealy BR4, L.P., collectively, as seller, and
Assignor, as purchaser, entered into that certain Purchase and Sale
Agreement (together with all amendments thereto, the “
Agreement ”) for the sale and purchase of certain
properties as more particularly described in the
Agreement;
WHEREAS , Assignor desires to assign all of its right,
title and interest under the Agreement to purchase the real
properties listed on Schedule A attached hereto and made a part
hereof (the “ Assigned Properties ”) to
Assignee.
NOW THEREFORE , in consideration of Ten ($10.00) Dollars in
hand paid by Assignee, the receipt and adequacy of which are hereby
conclusively acknowledged, Assignor does hereby assign, transfer
and set over to Assignee, all of Assignor’s right, title, and
interest in and to the right to purchase the Assi
