UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For the fiscal year ended
 December 31, 2024

 or

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For the transition period from ____________ to ____________

 Commission
File Number: 000-53650

 (Exact
name of registrant as specified in its charter)

 Maryland

 20-8198863

 (State or other jurisdiction of

 (I.R.S. Employer

 incorporation or organization)

 Identification No.)

 1985 Cedar Bridge Avenue, Suite 1, Lakewood, New Jersey

 08701

 (Address of principal executive offices)

 (Zip Code)

 ( 888)
 808-7348

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to section 12(b) of the Act:

 None

 Securities
registered pursuant to section 12(g) of the Act:

 Common
Stock, $.0001 par value per share

 (Title
of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer,"
"smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 There
is no established market for the Registrant's common stock. The Registrant has adopted a Policy for Estimation of Common Stock
Value (the "Estimated Valuation Policy") pursuant to which it has estimated the net asset value per share of its common stock
("NAV per Share"). As of September 30, 2024, the estimated NAV per Share was $15.87. For a full description of the methodologies
used to estimate the NAV per Share of the Registrant's common stock, see Part II, Item 5, "Market for Registrant's
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities-Market Information". There were 19.3 million
shares of common stock outstanding as of June 30, 2024, the last business day of the Registrant's most recently completed
second fiscal quarter. As of March 15, 2025, the registrant had 18.7 million shares of common stock outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 LIGHTSTONE
VALUE PLUS REIT V, INC.

 Table
of Contents

 Page

 Item 1.

 Business

 Item 1B.

 Unresolved
 Staff Comments

 Item 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 Item 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 8.

 Statements

 Item
 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls
 and Procedures

 Item
 9B.

 Other
 Information

 Item
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item 10.

 Directors
 and Executive Officers of the Registrant

 Item
 11.

 Executive
 Compensation

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management

 Item
 13.

 Certain
 Relationships and Related Transactions

 Item
 14.

 Principal
 Accounting Fees and Services

 PART
 IV

 Item 15.

 Exhibits

 Item
 16.

 Form
 10-K Summary

 Signatures

 i

 Forward-Looking
Statements

 Certain
statements in this Annual Report on Form 10-K (the "Annual Report") constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements include discussion
and analysis of the financial condition of Lightstone Value Plus REIT V, Inc. and our subsidiaries (which may be referred to herein as
"Lightstone REIT V", the "Company," "we," "us" or "our"), including our ability
to make accretive real estate or real estate-related investments, rent space on favorable terms, to address our debt maturities and to
fund our liquidity requirements, to sell our assets when we believe advantageous to achieve our investment objectives, our anticipated
capital expenditures, the amount and timing of anticipated future cash distributions to our stockholders, the estimated net asset value
("NAV") per share of our common stock ("NAV per Share"), and other matters. Words such as "may,"
"anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates," "would," "could," "should" and variations of these words and similar expressions
are intended to identify forward-looking statements.

 These
forward-looking statements are not historical facts but reflect the intent, belief or current expectations of our management based on
their knowledge and understanding of the business and industry, the economy and other future conditions. These statements are not guarantees
of future performance, and we caution stockholders not to place undue reliance on forward-looking statements. Actual results may differ
materially from those expressed or forecasted in the forward-looking statements due to a variety of risks, uncertainties and other factors,
including but not limited to the factors described below:

 market
 and economic challenges experienced by the United States ("U.S.") and global
 economies or real estate industry as a whole and the local economic conditions in the markets
 in which our investments are located. Additionally, our business and financial performance
 may be adversely affected by current and future economic and other conditions; such as inflation,
 recession, political upheaval or uncertainty, terrorism and acts of war, natural and man-made
 disasters, cybercrime, and outbreaks of contagious diseases;

 the
 availability of cash flow from operating activities for distributions, if required to maintain
 our status as a real estate investment trust, or REIT;

 conflicts
 of interest arising out of our relationships with our external advisor and its affiliates;

 our
 ability to retain our executive officers and other key individuals who provide advisory and
 property management services to us;

 our
 level of debt and the terms and limitations imposed on us by our debt agreements;

 the
 availability of credit generally, and any failure to obtain debt financing at favorable terms
 or a failure to satisfy the conditions and requirements of that debt;

 our
 ability to make accretive investments;

 our
 ability to diversify our portfolio of assets;

 changes
 in market factors that could impact our rental rates and operating costs;

 our
 ability to secure leases at favorable rental rates;

 our
 ability to sell our assets at a price and on a timeline consistent with our investment objectives;

 impairment
 charges;

 technological
 advances and challenges, such as the use and impact of artificial intelligence and machine
 learning;

 unfavorable
 changes in laws, ordinances or regulations impacting our business, our assets or our key
 relationships; and

 factors
 that could affect our ability to qualify as a REIT.

 Forward-looking
statements in this Annual Report reflect our management's view only as of the date of this Annual Report, and may ultimately prove
to be incorrect. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence
of unanticipated events or changes to future operating results, except as required by applicable law. We intend for these forward-looking
statements to be covered by the applicable safe harbor provisions created by Section 27A of the Securities Act and Section 21E
of the Exchange Act.

 Cautionary
Note

 The
representations, warranties, and covenants made by us in any agreement filed as an exhibit to this Annual Report are made solely for
the benefit of the parties to the agreement, including, in some cases, for the purpose of allocating risk among the parties to the agreement,
and should not be deemed to be representations, warranties, or covenants to or with any other parties. Moreover, these representations,
warranties, or covenants should not be relied upon as accurately describing or reflecting the current state of our affairs.

 ii

 PART
I

 ITEM 1.
 BUSINESS.

 Dollar
amounts are presented in thousands, except per share data and where indicated in millions.

 General
Description of Business and Structure

Value Plus REIT V, Inc. ("Lightstone REIT V"), (which may be referred to as the "Company," "we,"
"us," or "our") was organized as a Maryland corporation on January 9, 2007 and has elected to be taxed,
and currently qualifies, as a REIT for United States ("U.S.") federal income tax purposes.

 We
were formed primarily to acquire and operate commercial real estate and real estate-related assets on an opportunistic and value-add
basis. In particular, we have focused generally on acquiring commercial properties with significant possibilities for capital appreciation,
such as those requiring development, redevelopment or repositioning, those located in markets and submarkets with high growth potential,
and those available from sellers who were distressed or faced time-sensitive deadlines. In addition, our opportunistic and value-add
investment strategy has included investments in real estate-related assets that present opportunities for higher current income. Since
our inception, we have acquired a wide variety of commercial properties, including office, industrial, retail, hospitality, multifamily
and student housing. We have purchased existing, income-producing properties and newly constructed properties. We have also invested
in mortgage and mezzanine loans. We have made our investments in or in respect of real estate assets located in the U.S. and other countries
based on our view of existing market conditions.

 Substantially
all of our business is conducted through Lightstone REIT V OP LP, a limited partnership organized in Delaware (the "Operating Partnership").
As of December 31, 2024, our wholly-owned subsidiary, BHO II, Inc., a Delaware corporation, owned a 0.1% partnership interest in
the Operating Partnership as its sole general partner. As of December 31, 2024, our wholly-owned subsidiary, BHO Business Trust II, a
Maryland business trust, was the sole limited partner of the Operating Partnership and owned the remaining 99.9% interest in the Operating
Partnership.

 All
of our current investments are located in the U.S. We currently intend to hold our various real estate properties until such time as
our board of directors (the "Board of Directors") determines that a sale or other disposition appears to be advantageous
to achieve our investment objectives or until it appears that the objectives will not be met. We currently have one operating segment.
As of December 31, 2024, we wholly owned and consolidated nine multifamily residential real estate properties containing an aggregate
2,760 apartment units. For information regarding our consolidated real estate properties, see Item 2. Properties.

 Our
office is located at 1985 Cedar Bridge Avenue, Suite 1, Lakewood, New Jersey 08701 and our toll-free telephone number is (888) 808-7348.

 In
connection with our initial capitalization, we issued 22,500 shares of our common stock ("Common Shares") and 1,000 shares
of our convertible stock to our former advisor on January 19, 2007. The 1,000 shares of convertible stock were transferred to an
affiliate of Lightstone on February 10, 2017 and remain outstanding. As of December 31, 2024, we had 18.9 million Common Shares outstanding.

 Our
Common Shares are not currently listed on a national securities exchange. The timing of a liquidity event for our stockholders will depend
upon then prevailing market conditions and our Board of Directors' assessment of our investment objectives and liquidity options
for our stockholders. Currently, our Board of Directors has targeted June 30, 2028 for the commencement of a liquidity event. However,
we can provide no assurances as to the actual timing of the commencement of a liquidity event, if any, for our stockholders or our ultimate
liquidation. Furthermore, we will seek stockholder approval prior to liquidating our entire portfolio.

 Related
Parties

 Our
business is externally managed by LSG Development Advisor LLC (the "Advisor"), an affiliate of the Lightstone Group LLC ("Lightstone")
which provides advisory services to us and we have no employees. Lightstone is majority owned by David Lichtenstein, a member of the
Board of Directors. Pursuant to the terms of an advisory agreement and subject to the oversight of our Board of Directors, the Advisor
is responsible for managing our day-to-day affairs and for services related to the management of our assets.

 We
have agreements with the Advisor and its affiliates to pay certain fees and reimburse certain expenses in connection with services performed
and costs incurred by these entities and other related parties. We are dependent on the Advisor and its affiliates for performing a full
range of services that are essential to us, including asset management, property management, property management oversight (for those
properties which are managed by an unrelated third-party property manager) and acquisition, disposition and financing activities, and
other general administrative responsibilities; such as tax, accounting, legal, information technology and investor relations services.
If the Advisor and its affiliates are unable to provide these services to us, we would be required to provide the services ourselves
or obtain the services from other parties.

Objectives

 Our
primary investment objectives are:

 to
 realize growth in the value of our investments; and

 generate
 income without subjecting our investors' capital contribution to undue risk.

Policies

 We
have and expect to continue to invest in commercial real estate properties, such as office, industrial, retail, hospitality, multifamily
residential, and student housing, and other real estate-related investments such as mortgage loans and mezzanine loans. Our investments
may be in existing income-producing properties and newly-constructed properties that are initially identified as opportunistic and value-add
investments with significant possibilities for capital appreciation due to their property-specific characteristics or their market characteristics.

 We
have and expect to continue to generally make our real estate investments in fee title or a long-term leasehold estate through the Operating
Partnership or indirectly through special purpose limited liability companies or through investments in joint ventures, partnerships,
co-tenancies, or other co-ownership arrangements with the developers of the properties or other persons.

 Borrowing
Policies

 There
is no limitation on the amount we may invest in or borrow related to any single property or other investment. Under our charter, the
maximum amount of our indebtedness cannot exceed 300% of our "net assets" (as defined by the Statement of Policy Regarding
Real Estate Investment Trusts adopted by the North American Securities Administrators Association on May 7, 2007) as of the date
of any borrowing; however, we may exceed that limit if approved by a majority of our independent directors. In addition to our charter
limitation, our Board of Directors has adopted a policy to generally limit our aggregate borrowings to approximately 75% of the aggregate
value of our assets unless substantial justification exists that borrowing a greater amount is in our best interests. Our Board of Directors
reviews our aggregate borrowings at least quarterly. As of December 31, 2024, we had an aggregate debt leverage ratio of approximately
69.3% of the aggregate value of our assets.

Policies

 As
each of our investments reaches what we believe to be the asset's optimum value, we will consider disposing of the investment and
may do so for the purpose of reinvesting all or a portion of the net sales proceeds into other real estate properties and real estate-related
investments, distributing all or a portion of the net sale proceeds to our stockholders or satisfying our obligations. A property may
be sold at any time if, in the judgment of our Advisor and our independent board members, the sale of the property is determined to be
in our best interests.

 Tax
Status and Income Taxes

 We
elected to qualify and be taxed as a REIT commencing with the taxable year ended December 31, 2008. As a REIT, we generally will not
be subject to U.S. federal income tax on our net taxable income that we distribute currently to our stockholders. To maintain our REIT
qualification under the Internal Revenue Code of 1986, as amended,, we must meet a number of organizational and operational requirements,
including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income (which does not equal
net income, as calculated in accordance with generally accepted accounting principles in the U.S. of America ("GAAP")), determined
without regard to the deduction for dividends paid and excluding any net capital gain. If we fail to remain qualified for taxation as
a REIT in any subsequent year and do not qualify for certain statutory relief provisions, our income for that year will be taxed at the
regular corporate rate, and we may be precluded from qualifying for treatment as a REIT for the four-year period following our failure
to qualify as a REIT. Such an event could materially adversely affect our net income and net cash available for distribution to our stockholders,
if any. Additionally, even if we continue to qualify as a REIT for U.S. federal income tax purposes, we may still be subject to some
U.S. federal, state and local taxes on our taxable income and property and to U.S. federal income taxes and excise taxes on our undistributed
taxable income, if any.

 To
maintain our qualification as a REIT, we may engage in certain activities through a wholly-owned taxable REIT subsidiary. As such, we
may be subject to U.S. federal and state income and franchise taxes from these activities.

 As
of December 31, 2024 and 2023, we had no material uncertain income tax positions.

 Concentration
of Credit Risk

 As
of December 31, 2024 and 2023, we had cash deposited in certain financial institutions in excess of U.S. federally insured levels.
We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit
risk with respect to our cash and cash equivalents or restricted cash.

 Current
Environment

 Our
operating results and financial condition are substantially impacted by the overall health of local, U.S. national and global economies
and may be influenced by market and other challenges. Additionally, our business and financial performance may be adversely affected
by current and future economic and other conditions; including, but not limited to, availability or terms of financings, financial markets
volatility and banking failures, political upheaval or uncertainty, natural and man-made disasters, terrorism and acts of war, unfavorable
changes in laws, ordinances and regulations, outbreaks of contagious diseases, cybercrime, technological advances and challenges, such
as the use and impact of artificial learning and machine learning, loss of key relationships, inflation and recession.

 Our
overall performance depends in part on worldwide economic and geopolitical conditions and their impacts on consumer behavior. Worsening
economic conditions, increases in costs due to inflation, higher interest rates, labor and supply chain challenges, and other changes
in economic conditions, could adversely affect our future results of operations and financial condition.

 Competition

 We
are subject to significant competition in seeking tenants for the leasing of our properties and buyers for the potential sale of our
properties. The competition for creditworthy tenants is intense, and we have been and expect to continue to be required to provide rental
concessions, incur charges for improvements, and provide other inducements in order to lease vacant space at our properties. Without
offering inducements, we may not be able to continue to lease vacant space timely, or at all, which would adversely impact our financial
condition or results of operations. We also compete with sellers of similar properties when we sell properties, which may result in us
receiving lower offers and resulting proceeds from the sale of our properties or not being able to sell our properties at prices that
achieve our return objectives. We compete for buyers and tenants with many third parties engaged in real estate investment activities,
including other REITs, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual
funds, institutional investors, investment banking firms, lenders, hedge funds, governmental bodies, and other entities. Many of our
competitors, including larger REITs, have greater financial resources than we have and generally may be able to accept more risk. They
also may enjoy competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies.

 Regulations

 Our
investments are subject to various U.S. federal, state and local laws, ordinances, and regulations, including, among other things, zoning
regulations, land use controls, and environmental matters. We believe that we have all permits and approvals necessary under the current
requirements to operate our investments.

 Environmental

 As
an owner of real estate, we are subject to various environmental laws of U.S. federal, state, and local governments. Compliance with
existing environmental laws has not had a material adverse effect on our financial condition or results of operations, and management
does not currently believe it will have such an impact in the future. However, we cannot predict the impact of unforeseen environmental
contingencies or new or changed laws or regulations on properties in which we hold an interest.

 Available
Information

 We
electronically submit various filings to the U.S. Securities and Exchange Commission (the "SEC") including our annual reports,
quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports. Copies of our filings with
the SEC may be obtained from our website at www.lightstonecapitalmarkets.com or at the SEC's website at www.sec.gov.
Access to these filings is free of charge. We are not incorporating our website or any information from the website into this Annual
Report.

 ITEM
1B. UNRESOLVED STAFF COMMENTS.

 None
applicable.

 ITEM
1C. CYBERSECURITY:

 Risk
Management and Strategy

 We
have no employees. Our business is externally managed by the Advisor, an affiliate of Lightstone. We are dependent on the Advisor and
affiliates of Lightstone (collectively, the "Advisor and its affiliates") for performing a full range of services that are
essential to us, including asset management, property management (excluding our hospitality properties, each of which are managed by
an unrelated third party property manager) and acquisition, disposition and financing activities, and other general administrative responsibilities;
such as tax, accounting, legal, information technology ("IT") and investor relations services. As an externally managed REIT,
our risk management function, including cybersecurity, is governed by the cybersecurity policies and procedures of the Advisor and its
affiliates, which determine and implement appropriate risk management processes and strategies as it relates to cybersecurity for both
us and the other entities they advise, own and/or manage, and we rely on the them for assessing, identifying and managing material risks
to our business from cybersecurity threats.

 The
Advisor and its affiliates take a risk-based approach to cybersecurity and have implemented cybersecurity policies throughout their operations
that are designed to address cybersecurity threats and incidents. The Advisor and its affiliates regularly assess risks from cybersecurity
threats, monitor their information systems for potential vulnerabilities, and test those systems according to their cybersecurity policies,
standards, processes, and practices, which are integrated into their overall approach to enterprise risk management. To protect their
information systems from cybersecurity threats, the Advisor and its affiliates use various security tools that help them identify, escalate,
investigate, resolve, and recover from security incidents in a timely manner.

 The
Advisor and its affiliates have a technology team, under the leadership of the Director of Information Technology, who has over 20 years
of technology management experience, which defines a work plan designed to maintain strong cybersecurity maturity, sets improvement objectives
of key controls and systems, including feedback from third-party assessments, and identifies and implements on-going investments to replace
or upgrade systems or technologies and proactively maintain strong security. As part of this planning, management conducts regular testing
of our incident response plan to increase awareness, establishes key decision-making criteria, ensures effective communication among
key stakeholders, and complies with the Company's disclosure obligations.

 The
Advisor and its affiliates also partner with independent third-party experts to provide a comprehensive cybersecurity solution that safeguards
organizations against a broad spectrum of cyber threats. This comprehensive cybersecurity solution offers advanced threat detection,
prevention, and response capabilities, including real-time monitoring, threat intelligence, behavioral analysis, endpoint detection and
response, malware prevention, and automated response actions. Additionally, the comprehensive cybersecurity solution also provides access
to cybersecurity experts, who provide proactive threat monitoring and incident response support to effectively detect, investigate, and
remediate security incidents.

 The
Advisor and its affiliates engage vendors to enhance cybersecurity safeguards and improve incident response and update or replace systems
and applications as appropriate to improve data processing and storage management and enhance security. These cybersecurity safeguards
include multi-tiered backup protocols, which incorporate immutable backups, embody an innovative approach to data security, providing
an additional barrier against ransomware and other cyber threats. Immutable backups ensure that data remains unmodifiable and immune
to deletion for a predefined duration, thereby shielding it from unauthorized tampering or access. This technology utilizes sophisticated
methods, including immutable storage repositories and ransomware-resistant backup architectures, to uphold the integrity and accessibility
of vital data. Through the enforcement of stringent access controls and encryption measures, the resilience and availability of backup
data is ensured, empowering an organization to swiftly and securely recover from cyber incidents.

 To
further protect their information systems, the Advisor and its affiliates structure and monitor relationships with various third-party
service providers and periodically conduct due diligence on their cybersecurity architecture and process design.

 To
date, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, our business
strategy, results of operations, or financial condition.

 Governance

 The
 Board of Directors oversees our risk management process, including cybersecurity risks. The Audit Committee oversees our enterprise risk
assessment. The Audit Committee meetings include discussions of specific risk areas, including, among others, those relating to cybersecurity.
 Our management team, including our Chief Financial Officer, is responsible for assessing and managing our material risks from cybersecurity
threats. The Chief Financial Officer has primary responsibility for our overall cybersecurity risk management program.

 The
Director of Information Technology is responsible for leading the assessment and management of cybersecurity threats. We have implemented
a governance program for our cybersecurity efforts. This includes regularly updating privacy notices, terms of use, and lease documents.
The Advisor and its affiliates have developed and implemented policies to identify and mitigate cybersecurity risks and provide training
to their employees at onboarding and thereafter as necessary. Such updates are communicated to all their employees, and actionable guidance
is provided when new risks arise.

 ITEM 2.
 PROPERTIES.

 General

 As
of December 31, 2024, we wholly owned and consolidated nine multifamily residential properties containing an aggregate of 2,760 apartment
units. The following table presents certain additional information about our real estate properties as of December 31, 2024:

 Property Name

 Location

 Date Acquired

 Number of Units

 Gross Mortgage Debt

 Occupancy
 as of the end

 of 2024

 Occupancy
 as of the end

 of 2023

 Monthly
 Rent per
 Unit
 for 2024 (1)

 Monthly
 Rent per
 Unit
 for 2023 (1)

 Arbors Harbor Town

 Memphis, Tennessee

 December 20, 2011

 $
 34,502

 %

 %

 $
 1,710

 $
 1,690

 Parkside Apartments

 Sugar Land, Texas

 August 8, 2013

 15,940

 %

 %

 $
 1,371

 $
 1,426

 Axis at Westmont

 Westmont, Illinois

 November 27, 2018

 35,165

 %

 %

 $
 1,641

 $
 1,562

 Valley Ranch Apartments

 Ann Arbor, Michigan

 February 14, 2019

 43,414

 %

 %

 $
 1,866

 $
 1,787

 Autumn Breeze Apartments

 Noblesville, Indiana

 March 17, 2020

 28,962

 %

 %

 $
 1,531

 $
 1,481

 BayVue Apartments

 Tampa, Florida

 July 7, 2021

 47,382

 %

 %

 $
 1,587

 $
 1,590

 Citadel Apartments

 Houston, Texas

 October 6, 2021

 44,000

 %

 %

 $
 1,727

 $
 1,750

 Camellia Apartments

 St. Augustine, Florida

 December 19, 2023

 33,911

 %

 %

 $
 1,509

 (2
)

 Space Coast Apartments

 Rockledge, Florida

 December 19, 2024

 43,735

 %

 (3
)

 $
 1,965

 (3
)

 2,760

 $

 (1)
 monthly rent is calculated using leases in place as of December 31 of the indicated year
 and takes into account any rent concessions.

 (2)
 The
 Camellia Apartments were acquired on December 19, 2023.

 (3)
 The
 Space Coast Apartments were acquired on December 19, 2024.

 The
following information generally applies to our investments in our real estate properties:

 we
 believe our real estate properties are adequately covered by insurance and suitable for their
 intended purpose;

 our
 real estate properties are located in markets where we are subject to competition in attracting
 and retaining tenants; and

 depreciation
 is provided on a straight-line basis over the estimated useful life of the applicable improvements.

 ITEM 3.
 LEGAL PROCEEDINGS.

 From
time to time in the ordinary course of business, we may become subject to legal proceedings, claims or disputes.

 As
of the date hereof, we are not a party to any material pending legal proceedings of which the outcome is probable or reasonably possible
to have a material adverse effect on our results of operations or financial condition, which would require accrual or disclosure of the
contingency and possible range of loss. Additionally, we have not recorded any loss contingencies related to legal proceedings in which
the potential loss is deemed to be remote.

 ITEM 4.
 MINE SAFETY DISCLOSURE.

 None

 PART
II

 ITEM 5.
 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market
Information

 There
currently is no established public trading market for our shares of common stock "Common Shares"). Therefore, there is a
risk that a stockholder may not be able to sell their Common Shares at a time or price acceptable to them. Unless and until our Common
Shares are listed on a national securities exchange, it is not expected that an active public market for them will develop.

 Estimated
NAV and NAV per Share

 On
November 7, 2024, pursuant to the Policy for Estimation of Common Stock Value (the "Estimated Valuation Policy"), the board
of directors (the "Board of Directors") of Lightstone Value Plus REIT V, Inc. ("Lightstone REIT V" and also referred
to as the "Company," "we," "us," or "our") determined and approved our estimated net
asset value ("NAV") of approximately $303.0 million and resulting net asset value per Common Share ("NAV per Share")
of $15.87, both as of September 30, 2024. Our estimated NAV and resulting NAV per Share are based upon the estimated fair values of our
assets and liabilities as of September 30, 2024 and are effective as of November 7, 2024.

 Our
estimated NAV and resulting NAV per Share were both calculated as of a particular point in time. Accordingly, our estimated NAV and resulting
NAV per Share will both fluctuate over time in response to developments related to individual assets in the portfolio and the management
of those assets and in response to changes in the real estate and financial markets. There is no assurance of the extent to which the
current estimated valuation should be relied upon for any purpose after its effective date regardless that it may be published on any
statement issued by us or otherwise.

 Process
and Methodology

 Our
business is externally managed by LSG Development Advisor LLC (the "Advisor"), an affiliate of The Lightstone Group LLC ("Lightstone")
which provides advisory services to us and we have no employees. Our Advisor, along with any necessary material assistance or confirmation
of a third-party valuation expert or service, is responsible for calculating our estimated NAV and resulting NAV per Share, which we
currently expect will be done on at least an annual basis unless and until our shares of common stock are approved for listing on a national
securities exchange. Our Board of Directors will review and approve each estimate of NAV and resulting NAV per Share.

 Our
estimated NAV and resulting NAV per Share as of September 30, 2024 were calculated with both the assistance of our Advisor and Capright
Property Advisors, LLC ("Capright"), an independent third-party valuation firm engaged to assist with the valuation of our
assets and liabilities. Our Advisor recommended and our Board of Directors established the estimated NAV and resulting NAV per Share
based upon the analyses and reports provided by our Advisor and Capright. The process of estimating the value of our assets and liabilities
is performed in accordance with our Estimated Valuation Policy and the provisions of the Investment Program Association Practice Guideline
2013-01, "Valuation of Publicly Registered Non-Listed REITs." We believe our valuations were developed in a manner reasonably
designed to ensure their reliability.

 In
arriving at an estimated NAV and resulting NAV per Share, our Board of Directors reviewed and considered the valuation analyses prepared
by our Advisor and Capright. Our Advisor presented a report to the Board of Directors with an estimated NAV and resulting NAV per Share,
both as of September 30, 2024. Capright provided our Board of Directors an opinion that the resulting "as-is" market value
for the Company's investment properties, as calculated by our Advisor, and its remaining assets and liabilities, as valued by our
Advisor, along with the corresponding NAV valuation methodologies and assumptions used by our Advisor to arrive at a recommended estimated
NAV of $303.0 million and resulting NAV per Share of $15.87, both as of September 30, 2024, were appropriate and reasonable. Our Board
of Directors conferred with our Advisor and a representative from Capright regarding the methodologies and assumptions used to reach
their respective conclusions. Our Board of Directors, which is responsible for determining our estimated NAV and resulting NAV per Share,
considered all information provided in light of their own familiarity with our assets and liabilities and unanimously approved an estimated
NAV of $303.0 million and resulting NAV per Share of $15.87, both as of September 30, 2024.

 The
engagement of Capright with respect to our estimated NAV and resulting NAV per Share, both as of September 30, 2024, was approved by
our Board of Directors, including all of our independent directors. Capright has extensive experience in conducting asset valuations,
including valuations of commercial real estate, debt, properties and real estate-related investments.

 Capright's
opinion was subject to various limitations. In forming its opinion, Capright relied on certain information provided by our Advisor and
third parties without independent verification. Our Advisor provided Capright with certain information regarding lease terms and the
physical condition and capital expenditure requirements of each of our investment properties. Capright did not perform engineering or
structural studies or environmental studies of any of the properties, nor did they perform an independent appraisal of our other assets
and liabilities included in our estimated NAV and resulting NAV per Share.

 In
forming their conclusion as to the "as-is" value of the investment properties held by us as of September 30, 2024, Capright's
opinion was subject to various limitations. In connection with their engagement, Capright completed appraisals of all eight of our wholly
owned multifamily properties. With respect to the appraisals performed by Capright; the scope of their work included:

 of property level information provided by our Advisor;

 of the historical performance of our investment properties and business plans related to
 operations of these investments;

 of the data models prepared by the Advisor supporting the valuation for each investment;
 and

 of the applicable markets by means of publications and other resources to measure current
 market conditions, supply and demand factors, and growth patterns.

 In
addition to their appraisals of all eight of our wholly owned multifamily properties, Capright also evaluated the following information
to arrive at their opinion of our other assets and liabilities:

 of key market assumptions for our Advisor's valuation of our notes payable, which consist
 of the mortgage loans on our properties, including but not limited to interest rates and
 collateral; and

 of key market assumptions for our Advisor's valuation of all our other assets and liabilities.

 Capright
has acted as a valuation advisor to us in connection with this assignment. The compensation paid to Capright in connection with this
assignment was not contingent upon the successful completion of any transaction or conclusion reached by Capright. Capright may be engaged
to provide financial advisory services to us, our Advisor, or other Lightstone-sponsored investment programs or their affiliates in the
future.

 The
following is a summary of the valuation methodologies used for each type of asset and liability:

property, net. We have generally focused on acquiring commercial real estate properties in various asset classes. Accordingly, Capright
utilized a variety of valuation methodologies, each deemed appropriate for the asset type under consideration to assign an estimated
value to each asset.

 The
values of our investment properties were generally estimated utilizing multiple valuation methods, as appropriate for each asset, including
an income approach using discounted cash flow analysis, an income approach using a direct capitalization analysis and/or a sales comparable
analysis. The key assumptions used in the income approach are specific to each property type, market location, and quality of each property
and were based on similar investors' return expectations and market assessments. The key assumptions are reflected in the table
included under "Allocation of Estimated NAV per Share" below. In calculating values for our assets, both balance sheet and
estimates of future cash flows as of September 30, 2024 were used.

 In
forming its opinion, Capright prepared appraisals on all eight of our wholly owned multifamily residential properties in connection with
the valuation. The appraisals estimated values by using discounted cash flows, direct capitalization, comparable sales, or a weighting
of these approaches in determining each property's value. The appraisals employed a range of terminal capitalization rates, discount
rates, growth rates, and other variables that fell within ranges that Capright believed would be used by similar investors to value the
properties we own. The assumptions used in developing these estimates were specific to each property (including holding periods) and
were determined based upon a number of factors including the market in which the property is located, the specific location of the property
within the market, property and market vacancy, tenant demand for space, and investor demand and return requirements.

 While
we and our Advisor believe that the approaches used by Capright in valuing our investment properties, including an income approach using
a discounted cash flows analysis and a comparable sales analysis, are standard in the real estate industry, the estimated fair values
for our investment properties may or may not represent current market values or fair values determined in accordance with generally accepted
accounting principles in the United States ("GAAP"). Our investment properties are carried at their amortized cost basis,
subject to any adjustments applicable under GAAP, in our consolidated financial statements.

 Cash
and cash equivalents. As of September 30, 2024, the estimated fair value of our cash and cash equivalents were deemed to approximate
their carrying value our consolidated balance sheet due to their short-term maturities.

 Marketable
securities, available for sale. As of September 30, 2024, the estimated fair value of our marketable securities were equal to their
carrying value on our consolidated balance sheet, all of which were valued based on Level 2 inputs. Level 2 inputs are inputs that are
observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are
not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the
assets or liabilities. All of our marketable securities measured using Level 2 inputs were valued based on a market approach using readily
available quoted market prices for similar assets.

 Restricted
cash. As of September 30, 2024, the estimated fair value of our restricted cash was deemed to approximate its carrying value on our
consolidated balance sheet due to its short-term maturity.

 Notes
payable, net. As of September 30, 2024, we had notes payable, which consist of mortgage loans, that bear interest at both variable
and fixed rates. The estimated fair values of our variable-rate mortgage loans were deemed to approximate their carrying values because
their interest rates move in conjunction with changes to market interest rates. The estimated fair values of our fixed-rate mortgage
loans were estimated by our Advisor using a discounted cash flow analysis, which used inputs based on the remaining loan terms and estimated
market interest rates for mortgage loans with similar characteristics, including remaining loan term and loan-to-value ratios. The estimated
market interest rates for our fixed-rate notes payable were generally determined based on market rates for available comparable debt.
The estimated market interest rates for our fixed-rate mortgage loans ranged from 6.28% to 6.38% as of September 30, 2024.

 Accrued
Distributions Payable. On September 27, 2024, our Board of Directors declared a special distribution of $0.42 per Share payable to
shareholders of record on September 30, 2024 (the "2024 Special Distribution"). The 2024 Special Distribution, which totaled
$8.0 million, was subsequently paid on or about October 15, 2024. As of September 30, 2024, the estimated fair value of our accrued distribution
payable was deemed to approximate its carrying value on our consolidated balance sheet due to its short-term maturity.

 Other
assets and liabilities, net. Our other assets and liabilities, net consist of prepaid expenses and other assets, and accounts payable,
accrued expenses and other liabilities. For a majority of our other assets and liabilities, the carrying values as of September 30, 2024
were deemed to approximate their fair values by our Advisor because they are already carried at their fair value in the consolidated
balance sheet or due to their cost-based characteristics or short-term maturities. Certain of our other assets and liabilities, primarily
straight-line rent receivable, lease-related intangibles and deferred costs, have been eliminated for the purpose of the valuation because
these items were already considered in the valuation of the respective investment properties or financial instruments (e.g., notes payable,
etc.).

 Common
Shares outstanding. In deriving our estimated NAV per Share, the total estimated NAV was divided by our fully diluted Common Shares
outstanding as of September 30, 2024. As of the valuation date, we had approximately 19.1 million Common Shares outstanding and none
of our financial instruments that may be converted into Common Shares were convertible into a known or determinable number of Common
Shares. The determination of the number of Common Shares outstanding used in calculating the estimated NAV per Share is the same as used
in our GAAP computations for earnings per share amounts in our consolidated financial statements.

 Our
estimated NAV per Share was calculated by aggregating the estimated fair values of our assets, subtracting the estimated fair values
of our liabilities, and dividing the resulting estimated NAV by our fully-diluted Common Shares outstanding, all as of September 30,
2024.

 Allocation
of Estimated NAV per Share

 The
table below sets forth the calculation of our estimated NAV per Share as of September 30, 2024, as well as the calculation of our estimated
NAV per Share as of September 30, 2023. The estimated NAV per Share of $15.87 as of September 30, 2024, represents an increase of
$0.41 per share, or 2.7%, from the estimated NAV per Share of $15.46 as of September 30, 2023.

 As of

 As of

 September 30, 2024

 September 30, 2023

 properties, net (1)

 $
 27.57

 $
 26.84

 Cash and cash equivalents

 2.85

 2.63

 Restricted cash

 0.33

 0.28

 Marketable securities

 0.20

 0.18

 Note receivable

 -

 0.25

 Notes payable

 (14.35
)

 (14.39
)

 Distributions payable

 (0.42
)

 (0.11
)

 Other assets and liabilities, net

 (0.31
)

 (0.22
)

 Estimated
 NAV per Share (2)

 $
 15.87

 $
 15.46

 Notes:

 (1)
 The
 following are the key assumptions (shown on a weighted average basis) used in the discounted
 cash flow models utilized by Capright under the income approach to estimate the fair value
 of all eight of our wholly owned multifamily residential properties as of September 30, 2024.

 Exit capitalization rate

 6.32
 %

 Discount rate

 7.43
 %

 Annual market rent growth

 3.00
 %

 Average holding period (in years)

 10.0

 (2)
 As
 of September 30, 2024, we had 19,097,219 Common Shares outstanding.

 While
we believe that Capright's assumptions utilized for estimating the fair values for all eight of our wholly owned multifamily residential
properties are reasonable, any changes in these assumptions would affect the calculations of their estimated fair values. The table below
presents the increase or decrease to our estimated NAV per Share as of September 30, 2024 resulting from a 25-basis point increase and
decrease in the discount rates and capitalization rates. The table is presented to provide a hypothetical illustration of possible results
if only one change in assumptions was made, with all other factors remaining constant. Further, each of these assumptions could change
by more or less than 25 basis points or not at all.

 Change in NAV per Share

 Increase of

 Decrease of

 25 basis points

 25 basis points

 Capitalization rate

 $
 (1.24
)

 $
 1.36

 Discount rate

 $
 (0.51
)

 $
 0.51

 Historical
Offering Share Price and Special Distributions per Share

 In
connection with our initial and follow-on public offerings (collectively, the "Offerings"), we previously offered our Common
Shares for sale under the primary portion of the Offerings at an offering price of $10.00 per Common Share, subject to certain volume
discounts. The primary portions of the Offerings commenced on January 21, 2008 and subsequently terminated effective March 15, 2012.

 Through
the date of this filing, the Company has declared and paid certain special distributions per Common Share aggregating $4.03 as follows:

 Special

 Distribution

 Approximate

 per Common Share

 Declaration Date

 Record Date

 Payment Date

 $
 0.50

 March 20, 2012

 April 3, 2012

 May 10, 2012

 0.50

 August 8, 2014

 September 15, 2014

 September 18, 2014

 1.00

 March 18, 2015

 March 30, 2015

 March 31, 2015

 1.50

 November 20, 2015

 December 31, 2015

 January 6, 2016

 0.11

 September 29, 2023

 September 30, 2023

 October 16, 2023

 0.42

 September 27, 2024

 September 30, 2024

 October 15, 2024

 $
 4.03

 Limitations
and Risks

 As
with any valuation methodology, the methodology used to determine our estimated NAV and resulting NAV per Share is based upon a number
of estimates and assumptions that may prove later not to be accurate or complete. Further, different participants with different property-specific
and general real estate and capital market assumptions, estimates, judgments and standards could derive a different estimated NAV, which
could be significantly different from the estimated NAV used in the calculation of our resulting NAV per Share approved by our Board
of Directors. The estimated NAV and resulting NAV per Share approved by our Board of Directors is not based on and does not represent
the fair value of our assets and liabilities in accordance with GAAP, and such estimated NAV and resulting NAV per Share is not a representation,
warranty or guarantee that:

 A
 stockholder would be able to resell his or her Common Shares at the estimated NAV per Share;

 A
 stockholder would ultimately realize distributions per Common Share equal to the estimated
 NAV per Share upon liquidation of our assets and settlement of our liabilities or a sale
 of the Company;

 Our
 Common Shares would trade at the estimated NAV per Share on a national securities exchange,

 An
 independent third-party appraiser or other third-party valuation firm would agree with the
 estimated NAV and resulting NAV per Share; or

 The
 methodology used to estimate our NAV and resulting NAV per Share would be acceptable to FINRA
 or under the Employee Retirement Income Security Act with respect to their respective requirements.

 The
Internal Revenue Service and the Department of Labor do not provide any guidance on the methodology an issuer must use to determine its
estimated NAV per share. FINRA guidance provides that NAV valuations be derived from a methodology that conforms to standard industry
practice.

 As
with any valuation methodology, our methodology is based upon a number of estimates and assumptions that may not be accurate or complete.
Different parties with different assumptions and estimates could derive a different estimated NAV and resulting NAV per Share, and these
differences could be significant. The estimated NAV per Share is not audited and does not represent the fair value of our assets less
our liabilities in accordance GAAP, nor do they represent an actual liquidation value of our assets and liabilities or the amount our
Common Shares would trade at on a national securities exchange. Our estimated NAV per Share is based on the estimated value of our assets
less the estimated value of our liabilities divided by the number of our fully diluted Common Shares, all as of the date indicated. Our
estimated NAV per Share does not reflect a discount for the fact we are externally managed, nor does it reflect any potential real estate
portfolio premium/discount versus the sum of the individual property values. Our estimated NAV per Share does not take into account estimated
disposition costs and fees or penalties, if any, that may apply upon the prepayment of certain of our debt obligations or the impact
of restrictions on the assumption of certain debt. Our estimated NAV and resulting NAV per Share will fluctuate over time as a result
of, among other things, future acquisitions or dispositions of assets, developments related to individual assets and the management of
those assets and changes in the real estate and capital markets. Different parties using different assumptions and estimates could derive
different estimated NAVs and resulting NAVs per share, and these differences could be significant. Markets for real estate and real estate-related
investments can fluctuate and values are expected to change in the future. Our Estimated Valuation Policy requires us to update our estimated
NAV and resulting NAV per Share value on an annual basis. Our Board of Directors will review and approve each estimate of NAV and resulting
NAV per Share.

 The
following factors may cause a stockholder not to ultimately realize distributions per Common Share equal to the estimated NAV per Share
upon liquidation:

 The
 methodology used to determine the estimated NAV and resulting NAV per Share includes a number
 of estimates and assumptions that may not prove to be accurate or complete as compared to
 the actual amounts received in the liquidation.

 In
 a liquidation, certain assets may not be liquidated at their estimated fair values because
 of transfer fees and disposition fees, which are not reflected in the estimated NAV and resulting
 NAV per Share calculation.

 In
 a liquidation debt obligations may have to be prepaid and the costs of any prepayment penalties
 may reduce the liquidation amounts. Prepayment penalties are not included in determining
 the estimated fair value of liabilities used in determining the estimated NAV and resulting
 NAV per Share.

 In
 a liquidation, real estate assets may derive a portfolio premium, which potential premium
 is not considered in determining the estimated NAV and resulting NAV per Share.

 In
 a liquidation, the potential buyers of the assets may use different estimates and assumptions
 than those used in determining the estimated NAV and resulting NAV per Share.

 If
 the liquidation occurs through a listing of the Common Shares on a national securities exchange,
 the capital markets may value the Company's net assets at a different amount than the
 estimated NAV. Such valuation would likely be based upon customary REIT valuation methodology;
 such as funds from operation ("FFO") multiples of other comparable REITs, FFO
 coverage of distributions and adjusted FFO payout of the Company's anticipated distributions.

 If
 the liquidation occurs through a merger of the Company with another REIT, the amount realized
 for the Common Shares may not equal the estimated NAV per Share because of many factors including
 the aggregate consideration received, the make-up of the consideration (e.g., cash, stock
 or both), the performance of any stock received as part of the consideration during the merger
 process and thereafter, the reception of the merger in the market and whether or not the
 market believes the pricing of the merger was fair to either or both parties.

 Holders

 As
of March 15, 2025, we had 18.7 million Common Shares outstanding held by 9,879 stockholders.

 Distributions

 We
made an election to qualify as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2008.
U.S. federal tax law requires a REIT to distribute at least 90% of its annual REIT taxable income (which does not equal net income, as
calculated in accordance with GAAP determined without regard to the deduction for dividends paid and excluding any net capital gain.
In order to continue to qualify for REIT status, we may be required to make distributions in excess of cash available. Distributions,
if any, are authorized at the discretion of our Board of Directors based on their analysis of our performance over the previous periods
and expectations of performance for future periods. Such analyses may include actual and anticipated operating cash flow, capital expenditure
needs, general financial and market conditions, proceeds from asset sales and other factors that our Board of Directors deems relevant.
Our Board of Directors' decisions will be substantially influenced by the intention to maintain our federal tax status as a REIT.
However, we cannot provide assurance that we will pay distributions at any particular level, or at all.

 On
September 27, 2024, our Board of Directors declared a special cash distribution of $0.42 per Common Share payable to stockholders of
record as of September 30, 2024 (the "2024 Special Distribution"). The 2024 Special Distribution totaled $8.0 million, which
represented of a portion of the net proceeds generated from asset sales, and was paid on or about October 15, 2024.

 On
September 20, 2023, our Board of Directors declared a special cash distribution of $0.11 per Common Share payable to stockholders of
record as of September 30, 2023 (the "2023 Special Distribution"). The 2023 Special Distribution totaled $2.2 million, which
represented of a portion of the net proceeds generated from asset sales, and was paid on or about October 16, 2023.

 Future
distributions, if any, declared will be at the discretion of the Board of Directors based on their analysis of our performance over the
previous periods and expectations of performance for future periods. The Board of Directors will consider various factors in its determination,
including but not limited to, the sources and availability of capital, operating and interest expenses, our ability to refinance near-term
debt, as well as the Internal Revenue Service's annual distribution requirement that REITs distribute no less than 90% of their
taxable income. We cannot assure that any future distributions will be made or that we will maintain any particular level of distributions
that we have previously established or may establish.

 Amended
SRP

 On
November 10, 2022, the Board of Directors adopted a Seventh Amended and Restated Share Redemption Program (the "Amended SRP"),
which became effective on January 1, 2023. Under the terms of the Amended SRP, any stockholder may request redemption of their Common
Shares, subject to the significant conditions and limitations of the program. Additionally, under the terms of the Amended SRP, we will
redeem Common Shares at 85% of our most recently published NAV per Share in effect as of the date the request for redemption is approved.

to the terms of the Amended SRP, any Common Shares approved for redemption are redeemed on a periodic basis as determined by the Board
of Directors, generally expected to be shortly after the end of each calendar quarterly period. However, we will not redeem, during any
calendar year, more than 5% of the number of Common Shares outstanding on last day of the previous calendar year (the "5%
Limitation"). The cash available for redemption of Common Shares will be set by the Board of Directors not less often than annually
(the "Funding Limitation" and, together with the 5% Limitation, the "Redemption Limitations"). The Board of Directors
set the amount of cash available for redemption of Common Shares for both of the years ended December 31, 2024 and 2023 at $8.0 million,
which was generally allocated $2.0 million for each calendar quarterly period. We may change the amount of the Redemption Limitations
upon 10 business days' notice to our stockholders and will provide notice of any change to the Redemption Limitations by including
such information in (a) a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC or (b) a
separate mailing to our stockholders.

 Redemption
requests will be honored pro rata among all requests received subject to the Redemption Limitations and will not be honored on a first
come, first served basis.

 The
Board of Directors reserves the right in its sole discretion at any time and from time to time, subject to any notice requirements described
in our Amended SRP, to (i) reject any request for redemption of Common Shares, (ii) change the purchase price for redemption of Common
Shares, (iii) limit the funds to be used for redemption of Common Shares under the Amended SRP or otherwise change the Redemption Limitations,
or (iv) amend, suspend (in whole or in part) or terminate the Amended SRP.

the year ended December 31, 2024, we redeemed 613,116 Common Shares pursuant to the SRP at an average price of $13.05 per share. During
the year ended December 31, 2023, we redeemed 489,912 Common Shares, pursuant to the SRP at an average price per share
of $12.55.

 On March 20, 2025, the Board of Directors determined it would consider
the amount of cash available for redemption of Common Shares on a calendar quarterly basis throughout 2025. On the same date, the Board
of Directors approved that an amount up to $2.0 million will be made available for consideration of redemption requests for the first
calendar quarter of 2025.

 Recent
Sales of Unregistered Securities

the years ended December 31, 2024 and 2023, we did not sell any equity securities that were not registered under the Securities Act of
1933.

 ITEM
6. [RESERVED]

 ITEM 7.
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 You
should read the following discussion and analysis together with our consolidated financial statements and notes thereto included in this
Annual Report on Form 10-K ("Annual Report"). The following information contains forward-looking statements, which are subject
to risks and uncertainties. Should one or more of these risks or uncertainties materialize, actual results may differ materially from
those expressed or implied by the forward-looking statements. Please see "Special Note Regarding Forward-Looking Statements"
before Item 1 of this Annual Report for a description of these risks and uncertainties. Dollar amounts are presented in thousands, except
per share data and where indicated in millions.

 Overview

REIT V (which may be referred to as the "Company," "we," "us," or "our") was organized
as a Maryland corporation on January 9, 2007 and has elected to be taxed, and currently qualifies, as a REIT for U.S. federal income
tax purposes.

 We
were formed primarily to acquire and operate commercial real estate and real estate-related assets on an opportunistic and value-add
basis. In particular, we have focused generally on acquiring commercial properties with significant possibilities for capital appreciation,
such as those requiring development, redevelopment or repositioning, those located in markets and submarkets with high growth potential,
and those available from sellers who were distressed or faced time-sensitive deadlines. In addition, our opportunistic and value-add
investment strategy has included investments in real estate-related assets that present opportunities for higher current income. Since
our inception, we have acquired a wide variety of commercial properties, including office, industrial, retail, hospitality, multifamily
and student housing. We have purchased existing, income-producing properties and newly constructed properties. We have also invested
in mortgage and mezzanine loans. We have made our investments in or in respect of real estate assets located in the U.S. and other countries
based on our view of existing market conditions.

 Substantially
all of our business is conducted through Lightstone REIT V OP LP, a limited partnership organized in Delaware (the "Operating Partnership").
As of December 31, 2024, our wholly-owned subsidiary, BHO II, Inc., a Delaware corporation, owned a 0.1% partnership interest in
the Operating Partnership as its sole general partner. As of December 31, 2024, our wholly-owned subsidiary, BHO Business Trust II, a
Maryland business trust, was the sole limited partner of the Operating Partnership and owned the remaining 99.9% interest in the Operating
Partnership.

 All
of our current investments are located in the U.S. We currently intend to hold our various real properties until such time as our board
of directors (the "Board of Directors") determines that a sale or other disposition appears to be advantageous to achieve
our investment objectives or until it appears that the objectives will not be met. We currently have one operating segment. As
of December 31, 2024, we wholly owned and consolidated nine multifamily residential real estate properties containing an aggregate 2,760
apartment units.

 Related
Parties

 Our
business is externally managed by the Advisor, an affiliate of Lightstone, which provides advisory services to us and we have no employees.
Lightstone is majority owned by David Lichtenstein, a member of the Board of Directors. Pursuant to the terms of an advisory agreement
and subject to the oversight of our Board of Directors, the Advisor is responsible for managing our day-to-day affairs and for services
related to the management of our assets.

 We
have agreements with the Advisor and its affiliates to pay certain fees and reimburse certain expenses in connection with services performed
and costs incurred by these entities and other related parties. We are dependent on the Advisor and its affiliates for performing a full
range of services that are essential to us, including asset management, property management, property management oversight (for those
properties which are managed by an unrelated third-party property manager) and acquisition, disposition and financing activities, and
other general administrative responsibilities; such as tax, accounting, legal, information technology and investor relations services.
If the Advisor and its affiliates are unable to provide these services to us, we would be required to provide the services ourselves
or obtain the services from other parties.

 Concentration
of Credit Risk

 As
of December 31, 2024 and 2023, we had cash deposited in certain financial institutions in excess of federally
insured levels. We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any
significant credit risk in cash and cash equivalents or restricted cash.

 Current
Environment

 Our
operating results are substantially impacted by the overall health of local, U.S. national and global economies and may be influenced
by market and other challenges. Additionally, our business and financial performance may be adversely affected by current and future
economic and other conditions; including, but not limited to, availability or terms of financings, financial markets volatility and banking
failures, political upheaval or uncertainty, natural and man-made disasters, terrorism and acts of war, unfavorable changes in laws,
ordinances and regulations, outbreaks of contagious diseases, cybercrime, technological advances and challenges, such as the use and
impact of artificial intelligence and machine learning, loss of key relationships, inflation and recession.

 Our
overall performance depends in part on worldwide economic and geopolitical conditions and their impacts on consumer behavior. Worsening
economic conditions, increases in costs due to inflation, higher interest rates, labor and supply chain challenges, and other changes
in economic conditions, could adversely affect our future results of operations and financial condition.

 We
are not currently aware of any other material trends or uncertainties, favorable or unfavorable, that may be reasonably anticipated to
have a material impact on either capital resources or the revenues or income to be derived from our operations, other than those referred
to above or throughout this Annual Report. The preparation of financial statements in conformity with GAAP requires our management to
make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities
and the reported amounts of revenues and expenses during a reporting period.

 Critical
Accounting Estimates and Policies

 General

 Our
consolidated financial statements, included in this Annual Report, include our accounts, the Operating Partnership and its subsidiaries (over
which we exercise financial and operating control). All inter-company balances and transactions have been eliminated in consolidation.

 The
discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which
have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates and judgments about
the effects of matters or future events that are inherently uncertain. These estimates and judgments may affect the reported amounts
of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

 On
an ongoing basis, we evaluate our estimates, including contingencies and litigation. We base these estimates on historical experience
and on various other assumptions that we believe to be reasonable in the circumstances. These estimates form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

 To
assist in understanding our results of operations and financial position, we have identified our critical accounting policies and discussed
them below. These accounting policies are most important to the portrayal of our results and financial position, either because of the
significance of the financial statement items to which they relate or because they require our management's most difficult, subjective
or complex judgments.

 Investments
in Real Estate

 We generally record investments in real estate at
cost and capitalize improvements and replacements when they extend the useful life or improve the efficiency of the asset. We compute
depreciation using the straight-line method over the estimated useful lives of the applicable real estate asset. We generally use estimated
useful lives of up to 39 years for buildings, 15 years for land improvements and building improvements and 5 to 10 years for
furniture, fixtures and equipment. The value of acquired in-place leases are amortized to expense over the average remaining term of the
leases acquired. We expense costs of ordinary repairs and maintenance as incurred.

 We
make subjective assessments as to the useful lives of our properties for purposes of determining the amount of depreciation to record
on an annual basis with respect to our investments in real estate. These assessments have a direct impact on our net income because,
if we were to shorten the expected useful lives of our investments in real estate, we would depreciate these investments over fewer years,
resulting in more depreciation expense and lower net income on an annual basis.

 We
record assets and groups of assets and liabilities which comprise disposal groups as held for sale when all of the following criteria
are met: a decision has been made to sell, the assets are available for sale immediately, the assets are being actively marketed at a
reasonable price in relation to the current fair value, a sale has been or is expected to be concluded within twelve months of the consolidated
balance sheet date, and significant changes to the plan to sell are not expected. The assets and disposal groups held for sale are valued
at the lower of book value or fair value less disposal costs. For sales of real estate or assets classified as held for sale, we evaluate
whether a disposal transaction meets the criteria of a strategic shift and will have a major effect on our operations and financial results
to determine if the results of operations and gains on sale of real estate will be presented as part of our continuing operations or
as discontinued operations in our consolidated statements of operations. If the disposal represents a strategic shift, it will be classified
as discontinued operations for all periods presented; if not, it will be presented in continuing operations.

 We
evaluate the recoverability of our investments in real estate assets at the lowest identifiable level, which is primarily at the individual
property level. An impairment loss is recognized only
if the carrying amount of a long-lived asset is not expected to be fully recoverable and it exceeds its fair value.

 We
evaluate the long-lived assets for potential impairment
whenever events or changes in circumstances indicate that the total undiscounted projected cash flows are less than the carrying amount
for a particular property. No single indicator would necessarily result in us preparing an estimate to determine if a long-lived asset's
future undiscounted cash flows are less than its book value. We use judgment to determine if the severity of any single indicator, or
the fact there are a number of indicators of less severity that when combined, would result in an indication that a long-lived asset
requires an estimate of the undiscounted cash flows to determine if an impairment has occurred. Relevant facts and circumstances include,
among others, significant underperformance relative to historical or projected future operating results and significant negative industry
or economic trends. The estimated cash flows used for the impairment analysis are subjective and require us to use our judgment and the
determination of estimated fair value is based on our plans for the respective assets and our views of market and economic conditions.
The estimates consider matters such as future operating income, market and other applicable trends and residual value, as well as the
effects of demand, competition, and recent sales data for comparable properties. Changes in estimated future cash flows due to changes
in our plans or views of market and economic conditions could result in recognition of impairment losses, which, under the applicable
accounting guidance, may be substantial.

 Accounting
for Asset Acquisitions

 The
cost of the acquisition in an asset acquisition is allocated to the acquired tangible assets, consisting of land, building and improvements,
and any identified intangible assets and liabilities, such as the value of above-market and below-market leases for acquired in-place
leases and the value of tenant relationships, and certain liabilities such as assumed debt and contingent liabilities on the basis of
their relative fair values. Fees incurred related to asset acquisitions are capitalized as part of the cost of the investment.

 Tax
Status and Income Taxes

 We
elected to be taxed as a REIT commencing with the taxable year ended December 31, 2008. As a REIT, we generally will not be subject
to U.S. federal income tax on its taxable income or capital gain that it distributes to its stockholders. To maintain our REIT qualification,
we must meet a number of organizational and operational requirements, including a requirement that we annually distribute to our stockholders
at least 90% of our REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without
regard to the deduction for dividends paid and excluding any net capital gain. If we fail to remain qualified for taxation as a REIT
in any subsequent year and do not qualify for certain statutory relief provisions, our income for that year will be taxed at the regular
corporate rate, and we may be precluded from qualifying for treatment as a REIT for the four-year period following our failure to qualify
as a REIT. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. Additionally,
even if we continue to qualify as a REIT, we may still be subject to some U.S. federal, state and local taxes on our income and property
and to U.S. federal income taxes and excise taxes on our undistributed income, if any.

 To
maintain our qualification as a REIT, we may engage in certain activities through a wholly-owned taxable REIT subsidiary. As such, we
may be subject to U.S. federal and state income and franchise taxes from these activities.

 Our
income tax expense and benefits are included in other income, net on our consolidated statements of operations. During both of the years
ended December 31, 2024 and 2023, we recorded income tax expense of $0.8 million primarily consisting of state income tax.

 As
of December 31, 2024 and 2023, we had no material uncertain income tax positions.

 Liquidity
and Capital Resources

 As
of December 31, 2024, we had cash and cash equivalents of $21.4 million, marketable securities, available for sale of $3.8 million and
restricted cash of $6.4 million.

 Our
principal demands for funds going forward are expected to be for the payment of (a) operating expenses, including capital expenditures,
and (b) scheduled debt service on our outstanding indebtedness, including any required replacement interest rate cap contracts. We also
may, at our discretion, use funds for (a) tender offers and/or redemptions of our Common Shares, (b) distributions, if any, to our shareholders,
and (c) selective acquisitions and/or real estate-related investments. Generally, we expect to meet our cash needs with our cash and
cash equivalents and marketable securities on hand along with our cash flow from operations, the release of certain funds held in restricted
cash and the remaining availability of $4.8 million on one of our non-recourse mortgage loans. (the "BayVue Apartments Mortgage").

 However,
to the extent that these sources are not sufficient to cover our cash needs, we may use proceeds from additional borrowings and/or selective
asset sales to fund such needs.

 We
have borrowed money to acquire properties and make other investments. Under our charter, the maximum amount of our indebtedness is limited
to 300% of our "net assets" (as defined by our charter) as of the date of any borrowing; however, we may exceed that limit
if approved by a majority of our independent directors. In addition to our charter limitation, our Board of Directors has adopted a policy
to generally limit our borrowings to 75% of the value of our assets unless substantial justification exists that borrowing a greater
amount is in our best interests. Our policy limitation, however, does not apply to individual real estate assets.

and Disposition Activities during 2024 and 2023

of the Space Coast Apartments – December 2024

 On
December 19, 2024, we acquired a 240-unit multifamily residential property located in Rockledge, Florida (the "Space Coast
Apartments") from an unrelated third party for a contractual purchase price of $63.8 million, plus closing and other acquisition
related costs totaling $1.7 million. The acquisition was funded with $43.7 million of proceeds from a mortgage financing (the "Space
Coast Apartments Mortgage") and $21.8 million of cash on hand. Additionally, in connection with the acquisition of the Space Coast
Apartments, the Advisor received an aggregate of $1.6 million in acquisition fees, acquisition expense reimbursements and debt financing
fees.

of the Camellia Apartments – December 2023

 On
December 19, 2023, we acquired a 210-unit multifamily residential property located in St. Augustine, Florida (the "Camellia
Apartments") from an unrelated third party for a contractual purchase price of $53.3 million, plus closing and other acquisition
related costs totaling $1.1 million. The acquisition was funded with $33.9 million of proceeds from a mortgage financing (the "Camellia
Apartments Mortgage") and $20.5 million of funds that had been temporarily placed in escrow with a qualified intermediary in connection
with our disposition of a 306-unit multifamily residential property located in Fishers, Indiana (the "Flats at Fishers"). Additionally,
in connection with the acquisition of the Camellia Apartments, the Advisor received an aggregate of $1.1 million in acquisition fees,
acquisition expense reimbursements and debt financing fees.

of the Flats at Fishers – November 2023

 On
November 1, 2023, we completed the disposition of the Flats at Fishers, a 306-unit multifamily residential property located in Fishers,
Indiana, to an unrelated third party for a contractual sales price of $71.0 million. In connection with the disposition of the Flats
at Fishers, its non-recourse mortgage loan (the "Flats at Fishers Mortgage") of $27.7 million was defeased at a cost of $27.1
million and its non-recourse subordinated mortgage loan (the "Flats at Fisher Supplemental Mortgage") of $8.9 million was
repaid in full. Our net proceeds from the disposition of the Flats at Fishers were $33.8 million, after the aforementioned defeasance
of the Flats at Fishers Mortgage and the repayment of the Flats at Fisher Supplemental Mortgage, pro rations, and closing and other related
transaction costs. In connection with the disposition of Flats at Fishers, we recognized a gain on sale of investment property of $41.1
million during the fourth quarter of 2023.

 The
disposition of the Flats at Fishers did not qualify to be reported as discontinued operations since it did not represent a strategic
shift that had a major effect on our operations and financial results. Accordingly, the operating results of the Flats at Fishers are
reflected in our results from continuing operations for all periods presented through its date of disposition.

 The
net proceeds from the disposition of the Flats of Fishers of $33.8 million were placed in an escrow with a qualified intermediary to
potentially facilitate a Section 1031 exchange transaction pursuant to the requirements of the Internal Revenue Code, as Amended,
and as described above, $20.5 million of these funds were subsequently used in connection with our acquisition of the Camellia Apartments
on December 19, 2023. An additional $0.1 million of these funds were used for other acquisition related costs in the first quarter of
2024. The remaining funds of $13.2 million were released to us on May 2, 2024.

of the Autumn Breeze Apartments – February 2025

 On February 27, 2025, we completed the disposition of a 280-unit multifamily
residential property located in Noblesville, Indiana (the "Autumn Breeze Apartments") to an unrelated third-party for a contractual
sales price of $59.5 million. In connection with the disposition of the Autumn Breeze Apartments, its non-recourse mortgage loan (the
"Autumn Breeze Apartments Mortgage") of $28.9 million was defeased at a cost of $28.0 million. Our net proceeds from the disposition
of the Autumn Breeze Apartments were $29.9 million, after the aforementioned defeasance of the Autumn Breeze Apartments Mortgage, pro
rations, and closing and other related transaction costs.

 Debt
Financings

 From
time to time, we have obtained mortgage, bridge, or mezzanine loans for acquisitions and investments, as well as property development,
redevelopment and renovations. In the future, we may obtain new financings for such activities or to refinance our existing real estate
assets, depending on multiple factors.

 Our
aggregate notes payable balance was $323.2 million, net of deferred financing fees of $3.8 million, and had a weighted average interest
rate of 4.98% as of December 31, 2024. Our aggregate notes payable balance was $287.0 million, net of deferred financing fees of
$2.8 million, and had a weighted average interest rate of 5.02% as of December 31, 2023.

 Space
Coast Apartments Mortgage

 On
December 19, 2024, we entered into a $43.7 million non-recourse mortgage loan (the "Space Coast
Apartments Mortgage") scheduled to mature on January 1, 2030. The Space Coast Apartments Mortgage bears interest at 5.60%
and requires monthly interest-only payments through January 1, 2028, and monthly principal and interest payments of approximately
$0.3 million thereafter, through its stated maturity. The Space Coast Apartments Mortgage is collateralized by the Space Coast Apartments.

 Citadel
Apartments Mortgages

 On
October 6, 2021, we entered into a non-recourse mortgage loan facility for up to $39.2 million (the "Citadel Apartments
Senior Mortgage"). Simultaneously, on October 6, 2021, we also entered into a non-recourse mortgage loan facility for up to
$9.8 million (the "Citadel Apartments Junior Mortgage" and together with the Citadel Apartments Senior Mortgage, the
"Citadel Apartments Mortgages").

 The
Citadel Apartments Mortgages were initially scheduled to mature on October 11, 2024, and had two one-year extension options, subject
to the satisfaction of certain conditions. The Citadel Apartments Mortgages are both collateralized by a 293-unit multifamily residential
apartment located in Houston, Texas (the "Citadel Apartments"); however, the Citadel Apartments Junior Mortgage is subordinate
to the Citadel Apartments Senior Mortgage.

to the terms of the Citadel Apartments Mortgages, we are required to enter into one or more interest rate cap contracts in the aggregate
notional amount of $49.0 million for as long as the Citadel Apartments Mortgages remain outstanding. On September 11, 2023,
we entered into an interest rate cap contract with an unrelated financial institution at a cost of $0.9 million, with a notional
amount of $49.0 million, pursuant to which the SOFR rate was capped at 2.00%. This interest rate cap contract had an effective date
of October 11, 2023 and a maturity date of April 11, 2024. On March 13, 2024, we entered into another interest rate cap
contract with an unrelated financial institution at a cost of $0.8 million. This interest rate cap contract had substantially similar
terms as the interest rate cap contract that matured on April 11, 2024 and was effective from April 11, 2024 through its maturity
on October 11, 2024.

 On
September 26, 2024, the maturity dates of the Citadel Apartments Mortgages were both extended from October 11, 2024 to October 11,
2026. In connection with these extensions, we made an aggregate principal paydown of $5.0 million, which reduced the outstanding
balances of the Citadel Apartments Senior Mortgage from $39.2 million to $35.2 million and the Citadel Apartments Junior Mortgage
from $9.8 million to $8.8 million.

 Additionally,
on October 10, 2024, we entered into another interest rate cap contract with an effective date of October 11, 2024, with an unrelated
financial institution at a cost of $0.5 million. This interest rate cap contract has a reduced notional amount of $44.0 million
(as a result of the aggregate principal paydown of $5.0 million made on September 26, 2024), matures on October 11, 2025 and
effectively caps SOFR at 3.00% during its term.

 BayVue

 On
July 7, 2021, we entered into a non-recourse mortgage loan facility for up to $52.2 million (the "BayVue Apartments Mortgage").
The BayVue Apartments Mortgage, which initially was scheduled to mature on July 9, 2024, had two one-year extension options, subject
to the satisfaction of certain conditions and is collateralized by the a 368-unit multifamily residential property located in Tampa,
Florida (the "BayVue Apartments). On July 8, 2024, we exercised the first extension option to extend the maturity of the BayVue
Apartments Mortgages to July 9, 2025.

to the terms of the BayVue Apartments Mortgage, we are required to enter into one or more interest rate cap contracts in the aggregate
notional amount of $52.2 million for as long as the BayVue Apartments Mortgage remains outstanding. On July 17, 2023, we entered
into an interest rate cap contract with an unrelated financial institution at a cost of $1.4 million, with a notional amount of
$52.2 million, pursuant to which the SOFR rate was capped at 2.50% through its maturity on July 15, 2024. On July
8, 2024, we entered into another interest rate cap contract with an unrelated financial institution at a cost of $1.1 million. This
interest rate cap contract has substantially similar terms as the interest rate cap contract that matured on July 15, 2024 and is effective
from July 15, 2024 through its maturity on July 15, 2025.

 As
of December 31, 2024, the outstanding principal balance and remaining availability under the BayVue Apartments Mortgage was $47.4 million
and $4.8 million, respectively. The remaining availability may be drawn for certain capital improvements to the property pursuant to
the loan agreement.

 Camellia

 On
December 19, 2023, we entered into a $33.9 million non-recourse mortgage (the "Camellia Apartments Mortgage") which matures
on January 1, 2030. The Camellia Apartments Mortgage bears interest at 6.05% and requires monthly interest-only payments through
its maturity date, at which time the principal is due in full. The Camellia Mortgage is collateralized by the Camellia Apartments.

 Contractual
Mortgage Obligations

 One
of our principal short-term and long-term liquidity requirements includes the refinancing or repayment of maturing debt. The following
table provides information with respect to the contractual maturities and scheduled debt service payments of our indebtedness as of December
31, 2024:

 Contractual
 Obligations

 2025

 2026

 2027

 2028

 2029

 Thereafter

 Total

 Principal Maturities

 $
 64,755

 $
 156,877

 $

 $
 1,170

 $
 1,276

 $
 102,279

 $

 Interest
 Payments (1)

 16,135

 9,476

 5,506

 5,484

 5,585

 42,478

 Total Contractual Obligations

 $
 80,890

 $
 166,353

 $
 6,160

 $
 6,654

 $
 6,861

 $
 102,571

 $
 369,489

 (1)
 These
 amounts represent future interest payments related to notes payable obligations based on
 the fixed and variable interest rates specified in the associated debt agreement. All variable
 rate debt agreements are based on the one-month SOFR rate. For purposes of calculating future
 interest amounts on variable interest rate debt the one-month SOFR rate as of December 31,
 2024 was used.

 Mortgage
Debt Maturities

 The
following discussion relates to our current intentions with respect to our mortgage debt maturing over the next 12 months.

 Our
non-recourse mortgage loan collateralized by the Parkside Apartments (the "Parkside Apartments Mortgage") (outstanding principal
balance of $15.9 million as of December 31, 2024) is scheduled to mature on June 1, 2025. We currently intend to refinance the Parkside
Apartments Mortgage on or before its scheduled maturity date.

 Although
the BayVue Apartments Mortgage (outstanding principal balance of $47.4 million as of December 31, 2024) is scheduled to mature on July 9,
2025, we currently intend to exercise the remaining one-year extension option, subject to the satisfaction of certain conditions, to
extend the maturity of the BayVue Apartments Mortgage to July 9, 2026. If we extend the maturity of the BayVue Apartments Mortgage,
we will be required to enter into another interest rate cap contract at substantially similar terms as our interest rate cap contract
that matures on July 15, 2025, pursuant to the terms of the BayVue Apartment Mortgage.

 Our
non-recourse mortgage loans collateralized by the Arbors Harbor Town (the "Arbors Harbor Town Mortgage" and the "Arbors
Harbor Town Supplemental Mortgage" and collectively the "Arbors Harbor Town Mortgages") (aggregate outstanding principal
balances of $34.5 million as of December 31, 2024) are scheduled to mature on January 1, 2026. We currently intend to refinance
the Arbors Harbor Town Mortgages on or before their scheduled maturity dates.

 Our
non-recourse mortgage loan collateralized by the Axis at Westmont (the "Axis at Westmont Mortgage") (outstanding principal
balance of $35.2 million as of December 31, 2024) is scheduled to mature on February 1, 2026. We currently intend to refinance the
Axis at Westmont Mortgage on or before its scheduled maturity date.

 Our
non-recourse mortgage loan collateralized by the Valley Ranch Apartments (the "Valley Ranch Apartments Mortgage") (outstanding
principal balance of $43.4 million as of December 31, 2024) is scheduled to mature on March 1, 2026. We currently intend to refinance
the Valley Ranch Apartments Mortgage on or before its scheduled maturity date.

 We
do not currently expect any issues in extending or refinancing at maturing indebtedness at favorable terms. However, if we are unable
to do so, we will consider repaying the then outstanding balance with available cash and/or proceeds from selective asset sales. We
have no additional significant maturities of mortgage debt over the next 12 months.

 As
previously discussed, in connection with the disposition of the Autumn
Breeze Apartments on February 27, 2025, the Autumn Breeze Apartments Mortgage
of $28.9 million was defeased at a cost of $28.0 million.

 Results
of Operations

 Our
results of operations for the year ended December 31, 2024 compared to the same period in 2023 reflect our acquisition and disposition
activities during such periods. Properties which were owned by us during the entire periods presented are referred to as our "Same
Store" properties.

 The
following table provides summary information about our results of operations:

 Year Ended December 31,

 Increase/

 Percentage

 due to

 due to

 due to

 2024

 2023

 (Decrease)

 Acquisition (1)

 Disposition (2)

 Same Store (3)

 Rental revenues

 $
 50,110

 $
 49,568

 $

 1.0
 %

 $
 3,912

 $
 (4,863
)

 $
 1,493

 Property operating expenses

 16,138

 15,971

 1.0
 %

 1,516

 (1,547
)

 Real estate taxes

 6,856

 6,806

 1.0
 %

 (664
)

 General and administrative

 7,732

 7,701

 0.0
 %

 (30
)

 Depreciation and amortization

 15,396

 13,371

 2,025

 15.0
 %

 2,805

 (1,120
)

 Interest expense, net

 15,265

 14,232

 1,033

 7.0
 %

 2,285

 (1,170
)

 (82
)

 (1)
 Represents
 the effect on our operating results for the periods indicated resulting from our acquisition
 of the Space Coast Apartments on December 19, 2024 and the Camellia Apartments on December
 19, 2023.

 (2)
 Represents
 the effect on our results for the periods indicated resulting from our disposition of the
 Flats at Fishers on November 1, 2023.

 (3)
 Represents
 the change for the year ended December 31, 2024 compared to the same period in 2023 for real
 estate investments owned by us during the entire periods presented ("Same Store").
 Same Store properties for the periods ended December 31, 2024 and 2023 include Arbors Harbor
 Town, Parkside Apartments, Axis at Westmont, Valley Ranch Apartments, Autumn Breeze Apartments,
 Citadel Apartments and Bay Vue Apartments.

 The
following table reflects total rental revenues and total property operating expenses for the years ended December 31, 2024 and 2023 for
our (i) Same Store properties, (ii) acquisitions and (iii) dispositions:

 Year Ended December 31,

 Description

 2024

 2023

 Rental Revenues:

 Same Store

 $
 46,198

 $
 44,705

 $
 1,493

 3,912

 -

 3,912

 -

 4,863

 (4,863
)

 Total rental revenues

 $
 50,110

 $
 49,568

 $

 Property operating expenses:

 Same Store

 $
 14,609

 $
 14,411

 $

 1,516

 -

 1,516

 1,560

 (1,547
)

 Total property operating expenses

 $
 16,138

 $
 15,971

 $

 The
table below reflects the occupancy and effective monthly rental rates per unit for our nine wholly owned multifamily residential properties
as of December 31, 2024 and 2023, respectively

 Occupancy

 Monthly

 Rent per Unit (1)

 As of December 31,

 As of December 31,

 2024

 2023

 2024

 2023

 Arbors Harbor Town

 %

 %

 $
 1,710

 $
 1,690

 Parkside Apartments

 %

 %

 $
 1,371

 $
 1,426

 Axis at Westmont

 %

 %

 $
 1,641

 $
 1,562

 Valley Ranch Apartments

 %

 %

 $
 1,866

 $
 1,787

 Autumn Breeze Apartments

 %

 %

 $
 1,531

 $
 1,481

 BayVue Apartments

 %

 %

 $
 1,587

 $
 1,590

 Citadel Apartments

 %

 %

 $
 1,727

 $
 1,750

 Camellia Apartments

 %

 %

 $
 1,509

 (2
)

 Space Coast Apartments

 %

 (3
)

 $
 1,965

 (3
)

 (1)
 monthly rent is calculated as in-place contracted monthly rental revenue, including any premiums
 due for short-term or month-to-month leases, less any concessions or discounts.

 (2)
 The
 Camellia Apartments were acquired on December 19, 2023.

 (3)
 The
 Space Coast Apartments were acquired on December 19, 2024.

 Revenues
Rental revenues for the year ended December 31, 2024 were $50.1 million, an increase of $0.5 million, compared to $49.6 million for the
same period in 2023. Excluding the effect of our recent acquisition and disposition activities discussed
above, our rental revenues increased by $1.5 million for our Same Store properties during the 2024 period. This increase reflects the
higher average monthly rent per unit for most of our Same Store properties during the 2024 period as well as their changes in occupancy
during the periods.

Operating Expenses Property operating expenses for the year ended December 31, 2024 were $16.1 million, a
slight increase of $0.1 million, compared to $16.0 million for the same period in 2023. Excluding
the effect of our recent acquisition and disposition activities discussed above, our property operating expenses increased by $0.2 million
for our Same Store properties during the 2024 period.

 Real
Estate Taxes Real estate taxes for the year ended December 31, 2024 were $6.9 million, a slight increase of $0.1 million, compared
to $6.8 million for the same period in 2023. Excluding the effect of our recent acquisition and disposition
activities discussed above, our real estate taxes increased by $0.3 million for our Same Store properties
during the 2024 period.

 General
and Administrative Expenses General and administrative expenses were unchanged at $7.7 million for both of the years ended
December 31, 2024 and 2023.

 Depreciation
and Amortization Depreciation and amortization expense for the year ended December 31, 2024 was $15.4 million, an increase
of $2.0 million, compared to $13.4 million for the same period in 2023. Excluding the effect of our
recent acquisition and disposition activities discussed above, our depreciation and amortization expenses increased by $0.3 million for
our Same Store properties during the 2024 period.

 Interest
Expense, Net Interest expense, net for the year ended December 31, 2024 was $15.3 million, an increase of $1.1 million, compared
to $14.2 million for the same period in 2023. Interest expense is primarily attributable to financings
associated with our multifamily residential real estate properties and reflects both changes in market interest rates on our variable
rate indebtedness and the weighted average principal outstanding during each of the periods. Excluding the effect of our recent ac quisition
and disposition activities discussed above, interest expense, net for our Same Store properties decreased slightly by $0.1 million during
the 2024 period. Additionally, during the years ended December 31, 2024 and 2023, we earned $2.8 million and $2.9 million, respectively,
from our interest rate cap contracts which is recorded in interest expense, net.

 Mark
to Market Adjustment on Derivative Financial Instruments During the years ended December 31, 2024 and 2023, we recorded negative
mark to market adjustments of $2.8 million and $2.9 million, respectively. These mark to market adjustments represented the change in
the fair value of our interest rate cap contracts during the applicable period.

 Summary
of Cash Flows

 Operating

 The
net cash provided by operating activities of $6.2 million for the year ended December 31, 2024 consisted
of our net loss of $11.0 million plus the net negative change in operating assets and liabilities of $2.2 million adjusted to add back
the negative mark to market adjustments on derivative financial instruments of $2.8 million, depreciation and amortization
of $15.4 million and amortization of deferred financing costs of $1.2 million.

 Investing

 The
net cash used in investing activities of $63.9 million for the year ended December 31, 2024 consisted primarily of the following:

 capital
 expenditures of $4.9 million;

 the
 acquisition of the Space Coast Apartments for $63.8 million; and

 payments
 received on our note receivable of $4.9 million.

 Financing

 The
net cash provided by financing activities of $18.9 million for the year ended December 31, 2024 consisted primarily of the following:

 proceeds
 from notes payable of $43.9 million;

 payment
 of loan fees and expenses of $2.3 million;

 principal
 payments on notes payable of $6.7 million;

 redemptions
 and cancellation of common stock of $8.0 million; and

 distributions
 to common stockholders of $8.0 million

 Funds
from Operations and Modified Funds from Operations

 The
historical accounting convention used for real estate assets requires straight-line depreciation of buildings, improvements, and straight-line
amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because
real estate values historically rise and fall with market conditions, including, but not limited to, inflation, interest rates, the business
cycle, unemployment and consumer spending, presentations of operating results for a REIT using the historical accounting convention for
depreciation and certain other items may be less informative.

 Because
of these factors, the National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has published
a standardized measure of performance known as funds from operations ("FFO"), which is used in the REIT industry as a supplemental
performance measure. We believe FFO, which excludes certain items such as real estate-related depreciation and amortization, is an appropriate
supplemental measure of a REIT's operating performance. FFO is not equivalent to our net income or loss as determined under GAAP.

 We
calculate FFO, a non-GAAP measure, consistent with the standards established over time by the Board of Governors of NAREIT, as restated
in a White Paper approved by the Board of Governors of NAREIT effective in December 2018 (the "White Paper"). The White Paper
defines FFO as net income or loss computed in accordance with GAAP, excluding depreciation and amortization related to real estate, gains
and losses from the sale of certain real estate assets, gains and losses from change in control and impairment write-downs of certain
real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable
real estate held by the entity. Our FFO calculation complies with NAREIT's definition.

 We
believe that the use of FFO provides a more complete understanding of our performance to investors and to management, and reflects
the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and
interest costs, which may not be immediately apparent from net income.

 Changes
in the accounting and reporting promulgations under GAAP that were put into effect in 2009 subsequent to the establishment of NAREIT's
definition of FFO, such as the change to expense as incurred rather than capitalize and depreciate acquisition fees and expenses incurred
for business combinations, have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses, as items that
are expensed under GAAP across all industries. These changes had a particularly significant impact on publicly registered, non-listed
REITs, which typically have a significant amount of acquisition activity in the early part of their existence, particularly during
the period when they are raising capital through ongoing initial public offerings.

 Because
of these factors, the Investment Program Association (the "IPA"), an industry trade group, published a standardized measure
of performance known as modified funds from operations ("MFFO"), which the IPA has recommended as a supplemental measure
for publicly registered, non-listed REITs. MFFO is designed to be reflective of the ongoing operating performance of publicly registered,
non-listed REITs by adjusting for those costs that are more reflective of acquisitions and investment activity, along with other items
the IPA believes are not indicative of the ongoing operating performance of a publicly registered, non-listed REIT, such as straight-lining
of rents as required by GAAP. We believe it is appropriate to use MFFO as a supplemental measure of operating performance because we
believe that both before and after we have deployed all of our offering proceeds and are no longer incurring a significant amount
of acquisition fees or other related costs, it reflects the impact on our operations from trends in occupancy rates, rental rates, operating
costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income. MFFO is not equivalent
to our net income or loss as determined under GAAP.

 We
define MFFO, a non-GAAP measure, consistent with the IPA's Guideline 2010-01, Supplemental Performance Measure for Publicly Registered,
Non-Listed REITs: Modified Funds from Operations (the "Practice Guideline") issued by the IPA in November 2010. The Practice
Guideline defines MFFO as FFO further adjusted for acquisition and transaction-related fees and expenses and other items. In calculating
MFFO, we follow the Practice Guideline and exclude acquisition and transaction-related fees and expenses (which includes costs incurred
in connection with strategic alternatives), amounts relating to deferred rent receivables and amortization of market lease and other
intangibles, net (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent
and lease payments), accretion of discounts and amortization of premiums on debt investments and borrowings, mark-to-market adjustments
included in net income (including gains or losses incurred on assets held for sale), gains or losses included in net income from the
extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a
fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity
accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated
to reflect MFFO on the same basis. Certain of the above adjustments are also made to reconcile net income (loss) to net cash provided
by (used in) operating activities, such as for the amortization of a premium and accretion of a discount on debt and securities investments,
amortization of fees, any unrealized gains (losses) on derivatives, securities or other investments, as well as other adjustments.

 MFFO
excludes non-recurring impairment of real estate-related investments. We assess the credit quality of our investments and adequacy of
reserves on a quarterly basis, or more frequently as necessary. Significant judgment is required in this analysis. We consider the estimated
net recoverable value of a loan as well as other factors, including but not limited to the fair value of any collateral, the amount and
the status of any senior debt, the prospects for the borrower and the competitive situation of the region where the borrower does business.

 We
believe that, because MFFO excludes costs that we consider more reflective of acquisition activities and other non-operating items, MFFO
can provide, on a going-forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of our
operating performance after the period in which we are acquiring properties and once our portfolio is stabilized. We also believe that
MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry and allows for an evaluation of our
performance against other publicly registered, non-listed REITs.

 Not
all REITs, including publicly registered, non-listed REITs, calculate FFO and MFFO the same way. Accordingly, comparisons with other
REITs, including publicly registered, non-listed REITs, may not be meaningful. Furthermore, FFO and MFFO are not indicative of cash flow
available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations
as determined under GAAP as an indication of our performance, as an alternative to cash flows from operations as an indication of our
liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO
and MFFO should be reviewed in conjunction with other GAAP measurements as an indication of our performance. FFO and MFFO should not
be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating
our operating performance. The methods utilized to evaluate the performance of a publicly registered, non-listed REIT under GAAP should
be construed as more relevant measures of operational performance and considered more prominently than the non-GAAP measures, FFO and
MFFO, and the adjustments to GAAP in calculating FFO and MFFO.

 Neither
the SEC, NAREIT, the IPA nor any other regulatory body or industry trade group has passed judgment on the acceptability of the adjustments
that we use to calculate FFO or MFFO. In the future, NAREIT, the IPA or another industry trade group may publish updates to the
White Paper or the Practice Guidelines or the SEC or another regulatory body could standardize the allowable adjustments across the publicly
registered, non-listed REIT industry, and we would have to adjust our calculation and characterization of FFO or MFFO accordingly.

 Our
calculations of FFO and MFFO are presented below (dollars and shares in thousands, except per share amounts):

 For the Year Ended

 Description

 2024

 2023

 $
 (10,985
)

 $

 FFO adjustments:

 Depreciation and amortization of real estate assets

 15,396

 13,371

 Income tax expense on sale of real estate

 Gain on sale of investment property

 -

 (41,109
)

 FFO

 5,086

 5,779

 MFFO adjustments:

 Mark-to-market adjustments (1)

 2,797

 2,930

 Non-recurring loss from extinguishment/sale
 of debt, derivatives or securities holdings (2)

 MFFO - IPA recommended format

 7,891

 8,722

 $
 (10,985
)

 $

 Net (loss)/income per common share, basic
 and diluted

 $
 (0.57
)

 $
 1.66

 FFO

 $
 5,086

 $
 5,779

 FFO per common share, basic and diluted

 $
 0.26

 $
 0.29

 Weighted average number of common shares
 outstanding, basic and diluted

 19,212

 19,827

 (1)
 Management
 believes that adjusting for mark-to-market adjustments is appropriate because they are nonrecurring
 items that may not be reflective of ongoing operations and reflects unrealized impacts on
 value based only on then current market conditions, although they may be based upon current
 operational issues related to an individual property or industry or general market conditions.
 Mark-to-market adjustments are made for items such as ineffective derivative instruments,
 certain marketable securities and any other items that GAAP requires we make a mark-to-market
 adjustment for. The need to reflect mark-to-market adjustments is a continuous process and
 is analyzed on a quarterly and/or annual basis in accordance with GAAP.

 (2)
 Management
 believes that adjusting for gains or losses related to extinguishment/sale of debt, derivatives
 or securities holdings is appropriate because they are items that may not be reflective of
 ongoing operations. By excluding these items, management believes that MFFO provides supplemental
 information related to sustainable operations that will be more comparable between other
 reporting periods.

 Distributions

 We
made an election to qualify as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2008.
U.S. federal tax law requires a REIT to distribute at least 90% of its annual REIT taxable income (which does not equal net income, as
calculated in accordance with GAAP determined without regard to the deduction for dividends paid and excluding any net capital gain.
In order to continue to qualify for REIT status, we may be required to make distributions in excess of cash available. Distributions,
if any, are authorized at the discretion of our Board of Directors based on their analysis of our performance over the previous periods
and expectations of performance for future periods. Such analyses may include actual and anticipated operating cash flow, capital expenditure
needs, general financial and market conditions, proceeds from asset sales and other factors that our Board of Directors deems relevant.
Our Board of Directors' decisions will be substantially influenced by the intention to maintain our federal tax status as a REIT.
However, we cannot provide assurance that we will pay distributions at any particular level, or at all.

 On
September 27, 2024, our Board of Directors declared a special cash distribution of $0.42 per Common Share payable to stockholders of
record as of September 30, 2024 (the "2024 Special Distribution"). The 2024 Special Distribution totaled $8.0 million, which
represented of a portion of the net proceeds generated from asset sales, and was paid on or about October 15, 2024.

 On
September 20, 2023, our Board of Directors declared a special cash distribution of $0.11 per Common Share payable to stockholders of
record as of September 30, 2023 (the "2023 Special Distribution"). The 2023 Special Distribution totaled $2.2 million, which
represented of a portion of the net proceeds generated from asset sales, and was paid on or about October 16, 2023.

 Future
distributions, if any, declared will be at the discretion of the Board of Directors based on their analysis of our performance over the
previous periods and expectations of performance for future periods. The Board of Directors will consider various factors in its determination,
including but not limited to, the sources and availability of capital, operating and interest expenses, our ability to refinance near-term
debt, as well as the Internal Revenue Service's annual distribution requirement that REITs distribute no less than 90% of their
taxable income. We cannot assure that any future distributions will be made or that we will maintain any particular level of distributions
that we have previously established or may establish.

 Amended
SRP

 On
November 10, 2022, the Board of Directors adopted the Amended, which became effective on January 1, 2023. Under the terms of
the Amended SRP, any stockholder may request redemption of their Common Shares, subject to the significant conditions and limitations
of the program. Additionally, under the terms of the Amended SRP, we will redeem Common Shares at 85% of our most recently published
NAV per Share in effect as of the date the request for redemption is approved.

to the terms of the Amended SRP, any Common Shares approved for redemption are redeemed on a periodic basis as determined by the Board
of Directors, generally expected to be shortly after the end of each calendar quarterly period. However, we will not redeem, during any
calendar year, more than the "5% Limitation. The Funding Limitation will be set by the Board of Directors not less often than
annually. The Board of Directors set the amount of cash available for redemption of shares for both of the years ended December 31,
2024 and 2023 at $8.0 million, which was generally allocated $2.0 million for each calendar quarterly period. We may change the
amount of the Redemption Limitations upon 10 business days' notice to our stockholders and will provide notice of any change to
the Redemption Limitations by including such information in (a) a Current Report on Form 8-K or in our annual or quarterly reports, all
publicly filed with the SEC or (b) a separate mailing to our stockholders.

 Redemption
requests will be honored pro rata among all requests received subject to the Redemption Limitations and will not be honored on a first
come, first served basis.

 The
Board of Directors reserves the right in its sole discretion at any time and from time to time, subject to any notice requirements described
in our Amended SRP, to (i) reject any request for redemption of Common Shares, (ii) change the purchase price for redemption of Common
Shares, (iii) limit the funds to be used for redemption of Common Shares under the Amended SRP or otherwise change the Redemption Limitations,
or (iv) amend, suspend (in whole or in part) or terminate the Amended SRP.

the year ended December 31, 2024, we redeemed 613,116 Common Shares pursuant to the SRP at an average price of $13.05 per share. During
the year ended December 31, 2023, we redeemed 489,912 Common Shares, pursuant to the SRP at an average price per share
of $12.55.

 On March 20, 2025, the Board of Directors determined it would consider
the amount of cash available for redemption of Common Shares on a calendar quarterly basis throughout 2025. On the same date, the Board
of Directors approved that an amount up to $2.0 million will be made available for consideration of redemption requests for the first
calendar quarter of 2025.

 Off-Balance
Sheet Arrangements

 We
have no off-balance sheet arrangements that are reasonably likely to have a current or future material effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

 New
Accounting Pronouncements

 See
Note 3 of the Notes to Consolidated Financial Statements for further information.

 ITEM 8.
 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 The
information required by this Item 8 is included in our Consolidated Financial Statements beginning on page F-1 of this Annual
Report.

 ITEM 9.
 CHANGES IN AND DISAGREMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM 9A.
 CONTROLS AND PROCEDURES.

 Evaluation
of Disclosure Controls and Procedures

 As
required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, our management, including our principal executive officer
and principal financial officer, evaluated, as of December 31, 2024, the effectiveness of our disclosure controls and procedures as defined
in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures were effective, as of December 31, 2024, to provide reasonable
assurance that information required to be disclosed by us in this report is recorded, processed, summarized and reported within the time
periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

 We
believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives
of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of
fraud or error, if any, within a Company has been detected.

 Management's
Annual Report on Internal Control over Financial Reporting

 Management
is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)). Our management, including our principal executive officer and principal financial officer, evaluated, as of December
31, 2024, the effectiveness of our internal control over financial reporting using the criteria established in Internal Control—New
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation,
our principal executive officer and principal financial officer concluded that our internal controls over financial reporting, as of
December 31, 2024, were effective.

 Changes
in Internal Control over Financial Reporting

 There
has been no change in internal control over financial reporting that occurred during the quarter ended December 31, 2024 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B.
 OTHER INFORMATION.

 None.

 ITEM 9C.
 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 None

 PART
III

 ITEM 10.
 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Directors

 Because
our directors take a critical role in guiding our strategic direction and overseeing our management, they must demonstrate broad-based
business and professional skills and experiences, concern for the long-term interests of our stockholders, and personal integrity and
judgment. In addition, our directors must have time available to devote to board activities and to enhance their knowledge of our industry.
As described further below, we believe our directors have the appropriate mix of experiences, qualifications, attributes, and skills
required of our board members in the context of the current needs of our company.

 Andreas
K. Bremer, 68, has served as one of our independent directors since November 2007 and as Lead Director since June 2017 Mr. Bremer
currently serves as President and Chief Executive Officer of International Capital, LLC, a position he has held since 2018. Mr. Bremer
joined International Capital as its Chief Financial Officer in October 2002 and became its Executive Vice President in 2005. International
Capital specializes in acquisition, disposition, management and administration of commercial investment properties, and Mr. Bremer is
responsible for all financial aspects of the company's operations. Before joining International Capital, Mr. Bremer was the Chief
Financial Officer of ATLASwerks, a leading communication software company in Dallas. He acted as a corporate finance consultant
for two years at McKinsey & Co. in both the Dallas and New York offices and served as Vice President of Finance and Treasurer at
Paging Network, Inc. Mr. Bremer started his career at COMMERZBANK AG in Germany and spent seven of his 13-year tenure at the company's
New York and Atlanta offices. Mr. Bremer has over 25 years of financial and general management experience with extensive knowledge of
corporate finance and commercial lending both in the United States and other countries, particularly Germany and holds a degree as CCIM.
Mr. Bremer has served as Chairman of the German International School in Dallas since 2009. He was the Director of the Texas Warburg Chapter
of the American Council on Germany in Dallas and, as Knight of Justice, is a member of the Order of St. John. In 2018, Mr. Bremer was
appointed Honorary Counsel of the Federal Republic of Germany in Dallas 2018 and continues to serve in that capacity. Mr. Bremer received
a law degree from the Johannes-Gutenberg University in Mainz, Germany.

 Our
Board of Directors has concluded that Mr. Bremer is qualified to serve as one of our directors for reasons including his more than 25
years of financial and general management experience, including international corporate finance and commercial lending. Mr. Bremer has
served in various financial management positions and has significant experience in acquisition, disposition, management, and administration
of commercial real estate investments. In addition, Mr. Bremer's international background brings a unique perspective to our board.

 Diane
S. Detering-Paddison, 65, has served as one of our independent directors since June 2009. Ms. Detering-Paddison serves as President
of 4word, www.4wordwomen.org, a not-for-profit organization she founded that connects, leads and supports professional Christian women
and enables them to reach their potential. From February 2010 until June 2014, Ms. Detering-Paddison served as Chief Strategy Officer
of Cassidy Turley, one of the nation's largest commercial real estate service providers. Prior to joining Cassidy Turley, Ms. Detering-Paddison
served as the Chief Operating Officer of ProLogis, an owner, manager, and developer of distribution facilities, from June 2008 until
January 2009. Prior to that, Ms. Detering-Paddison was with CB Richard Ellis and Trammell Crow Company for over 20 years. During her
time there, she served as Senior Vice President, Corporate and Investor Client Accounts from April 2001 until December 2004, Chief Operating
Officer, Global Services from January 2005 until December 2006, and President, Global Corporate Services - Client Accounts from December
2006 until May 2008. Ms. Detering-Paddison was part of a ten-member executive team that managed the merger between Trammell Crow Company
and CB Richard Ellis in December 2006. Ms. Detering-Paddison serves on the Salvation Army's National Advisory Board. Ms. Detering-Paddison
is the author of "Work, Love, Pray." Ms. Detering-Paddison holds a Master of Business Administration degree from the Harvard
Graduate School of Business and a Bachelor of Science degree from Oregon State University where she graduated as Valedictorian.

 Our
Board of Directors has concluded that Ms. Detering-Paddison is qualified to serve as one of our directors for reasons including her more
than 30 years of management experience with large commercial real estate companies, including Trammell Crow Company, CB Richard Ellis,
ProLogis, and Cassidy Turley. With her background, Ms. Detering-Paddison brings substantial insight and experience with respect to the
commercial real estate industry.

 Mitchell
Hochberg, 72, was appointed Chairman of our Board of Directors on August 31, 2021 and has been our Chief Executive Officer
since September 28, 2017. Mr. Hochberg also serves as President and Chief Operating Officer of Lightstone Value Plus REIT I, Inc. ("Lightstone
I"), Lightstone Value Plus REIT II, Inc. ("Lightstone II"), Lightstone Value Plus REIT III, Inc. ("Lightstone
III"), Lightstone Value Plus REIT IV, Inc. ("Lightstone IV") and their respective advisors. From October 2014 to the
present, Mr. Hochberg has served as President of Lightstone Enterprises. Mr. Hochberg was appointed Chief Executive Officer of Behringer
Harvard Opportunity REIT I, Inc. ("BH OPP I") effective as of September 28, 2017. Prior to joining The Lightstone Group in
August 2012, Mr. Hochberg served as principal of Madden Real Estate Ventures from 2007 to August 2012 when it combined with Lightstone.
Mr. Hochberg held the position of President and Chief Operating Officer of Ian Schrager Company, a developer and manager of innovative
luxury hotels and residential projects in the United States from early 2006 to early 2007 and prior to that Mr. Hochberg founded Spectrum
Communities, a developer of luxury neighborhoods in the northeast of the United States, in 1985 where for 20 years he served as its President
and Chief Executive Officer. Mr. Hochberg served on the board of directors of Belmond Ltd from 2009 to April 2019. Additionally, through
October 2014 Mr. Hochberg served on the board of directors and as Chairman of the board of directors of Orleans Homebuilders, Inc Mr.
Hochberg received his law degree as a Harlan Fiske Stone Scholar from Columbia University School of Law and graduated magna cum laude
from New York University College of Business and Public Administration with a Bachelor of Science degree in accounting and finance.

 David
Lichtenstein, 64 has served as one of our directors since December 2023 and is Chairman and Chief Executive Officer
of our Advisor. Previously, Mr. Lichtenstein was appointed Chairman Emeritus on August 31, 2021 and had served as Chairman of the Board
of Directors from September 2017 through August 2021. Mr. Lichtenstein founded both American Shelter Corporation and Lightstone. From
1988 to the present, Mr. Lichtenstein has served as Chairman of the Board of Directors and Chief Executive Officer of Lightstone, directing
all aspects of the acquisition, financing and management of a diverse portfolio of multi-family, lodging, retail and industrial properties
located in 20 states and Puerto Rico. From June 2004 to the present, Mr. Lichtenstein has served as the Chairman of the Board of Directors
and Chief Executive Officer of Lightstone I and Chief Executive Officer of Lightstone Value Plus REIT LLC, its advisor. From April 2008
to the present, Mr. Lichtenstein has served as the Chairman of the Board of Directors and Chief Executive Offer of Lightstone II and
Lightstone Value Plus REIT II LLC, its advisor. From September 2014 to the present, Mr. Lichtenstein has served as Chairman
of the Board of Directors and Chief Executive Officer of Lightstone III, and as Chief Executive Officer of Lightstone Value Plus REIT
III LLC, its advisor. From September 2014 to the present, Mr. Lichtenstein has served as Chairman of the Board of Directors and Chief
Executive Officer of Lightstone IV, and as Chief Executive Officer of Lightstone Real Estate Income LLC, its advisor. From October 2014
to the present, Mr. Lichtenstein has served as Chairman of the Board of Directors and Chief Executive Officer of Lightstone Enterprises
Limited ("Lightstone Enterprises"). From July 2015 to the present, Mr. Lichtenstein has served as a member of the Board of
Directors of the New York City Economic Development Corporation, New York City's primary economic development vehicle. Mr. Lichtenstein
is on the Board of Governors of the Real Estate Board of New York, a Trustee of the Citizens Budget Commission, and is a Member of The
Economic Club of New York and the Real Estate Roundtable, and Co-Chair of the Real Estate Capital Policy Advisory Committee. He is also
a member of the Brookings Institution's Economic Studies Council and a trustee of The Touro College and University System and sits
on the Board Supervisory Committee for The New York Medical College. Mr. Lichtenstein is a founder of the Friendship House, an organization
that provides housing for families of sick children and adults in the Greater New York City area. Mr. Lichtenstein is also a member of
the International Council of Shopping Centers and the National Association of Real Estate Investment Trusts, Inc., or NAREIT, an industry
trade group, as well as a member of the Board of Directors of Touro College and New York Medical College.

 Jeffrey
P. Mayer, 68, has served as one of our independent directors since November 2007 and is chairman of our audit committee. Mr.
Mayer previously served as a consultant serving the real estate industry and is the owner of Mayer Financial Consulting, LLC and is the
firm's sole employee. This firm was started in 2011 to provide consulting services to individuals and businesses primarily dealing
with financial investments and real estate. From 2000 until 2007, Mr. Mayer was the Chief Financial Officer of ClubCorp, Inc., a holding
company that owns and operates premier golf and business clubs and destination golf resorts. He previously served as Chief Financial
Officer of Bristol Hotels & Resorts in Dallas, a position he held from 1996 until the company's acquisition by Bass PLC in
early 2000. Prior to joining Bristol, he was Corporate Controller at Host Marriott Corporation (formerly Marriott Corporation) and, prior
to that, held various senior financial positions at Marriott Corporation. He also serves as treasurer and board member of the Georgia
Chapter of The American Foundation for Suicide Prevention. In addition, he serves or has previously served as the Audit Committee chairman
for three other organizations including both profit and not-for-profit entities. He was a board member of the Dallas Children's
Advocacy Center and chairman of its audit committee. A graduate of the College of William & Mary, he began his career as an accountant
with Arthur Andersen LLP.

 Our
Board of Directors has concluded that Mr. Mayer is qualified to serve as one of our directors and as Chairman of our Audit Committee
for reasons including his more than 30 years of accounting and finance experience in the commercial real estate industry. In particular,
Mr. Mayer has served as Chief Financial Officer for two commercial real estate companies and has significant management experience relating
to preparing and reviewing financial statements and coordinating with external auditors. Mr. Mayer continues to provide consulting services
to the commercial real estate industry and is in tune with current industry trends and issues.

 Cynthia
Pharr Lee, 76, has served as one of our independent directors since November 2007. Ms. Lee serves as Chairman of Dala Communications
and she was CEO of its predecessor firm, C. Pharr & Company, which provides strategic brand, marketing and public relations services
to many real estate, construction, design and other B2B clients. Ms. Pharr Lee also serves as an independent board member of AAA Auto
Club of Southern California. From 2016 through 2020, Ms. Pharr Lee served as a member of the board of directors of Darling Ingredients
Inc. (DAR-NYSE) and its audit and compensation committees. From 1994 through February 2014, Ms. Pharr Lee served as a member of the board
of directors of CEC Entertainment, Inc. (CEC-NYSE) and its audit and compensation committees. A co-founder of Texas Women Ventures Fund,
Ms. Pharr Lee serves on the Fund's Investment Advisory Committee. Ms. Pharr Lee is a former president of Executive Women of Dallas
and former national chairman of the Counselor's Academy of the Public Relations Society of America. From May 1989 through February
1993, Ms. Lee was President and Chief Executive Officer of Tracy Locke/Pharr Public Relations, a division of Omnicom (NYSE). Ms. Lee
has earned designation as a Board Leadership Fellow of the National Association of Corporate Directors (NACD) and has also earned the
CERT Certificate in Cybersecurity Oversight through a program sponsored by NACD and Carnegie Mellon University. She received her Bachelor
of Science degree in English (summa cum laude) and her Master of Arts degree in English from Mississippi State University.

 Our
Board of Directors has concluded that Ms. Lee is qualified to serve as one of our directors for reasons including her more than 30 years
of management experience in the public relations and marketing communications industry, with significant experience working with commercial
real estate and construction firms. Ms. Lee has also served on the boards of directors and audit committees of New York Stock Exchange
listed companies, which allows her to provide valuable knowledge and insight into management issues. In addition, Ms. Lee's background
complements that of our other board members and brings a unique perspective to our Board of Directors.

 Steven
Spinola, 75, has served as one of our independent directors since September 2017. Mr. Spinola served as President of the Real
Estate Board of New York ("REBNY") from 1986 and since July 2015 as its President Emeritus. Mr. Spinola is a recipient of
the Harry B. Helmsley Distinguished New Yorker Award for a lifetime of achievement in the profession. Before becoming REBNY's President,
Mr. Spinola served as President of the New York City Public Development Corporation (now known as the New York City Economic Development
Corporation) from 1983 to 1986. Mr. Spinola currently serves as an independent director on the Board of Directors of Lightstone IV. Mr.
Spinola holds a Bachelor of Arts degree from the City College of New York with a concentration in political science and government. He
attended the Harvard Business School/Kennedy School of Government Summer Program for Senior Managers in Government.

 Our
Board of Directors has concluded that Mr. Spinola is qualified to serve as one of our directors for reasons including his extensive experience
in the real estate industry.

 Executive
Officers

 In
addition, the following individuals serve as our executive officers:

 Mitchell
Hochberg for biographical information about Mr. Hochberg, see "Item 10 - Directors."

 Seth
Molod, 61, was appointed our Chief Financial Officer and Treasurer August 27, 2018. Mr. Molod also serves as Chief Financial Officer
and Treasurer of Lightstone I, Lightstone II, Lightstone III and Lightstone IV. Mr. Molod also serves as the Executive Vice President
and Chief Financial Officer of Lightstone and as the Chief Financial Officer of our Advisor and the advisors of Lightstone I, Lightstone
II, Lightstone III and Lightstone IV. Prior to joining The Lightstone Group in August of 2018, Mr. Molod served as an Audit Partner,
Chair of Real Estate Services and on the Executive Committee of Berdon LLP, a full-service accounting, tax, financial and management
advisory firm ("Berdon"). Mr. Molod joined Berdon in 1989. He has extensive experience advising some of the nation's
most prominent real estate owners, developers, managers, and investors in both commercial and residential projects. Mr. Molod has worked
with many privately held real estate companies as well as institutional investors, REITs, and other public companies. Mr. Molod is a
licensed certified public accountant in New Jersey and New York and a member of the American Institute of Certified Public Accountants.
Mr. Molod holds a Bachelor of Business Administration degree in Accounting from Muhlenberg College.

 Section 16(a)
Beneficial Ownership Reporting Compliance

 Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires each director, officer, and individual beneficially owning more than 10%
of a registered security of the Company to file with the SEC, within specified time frames, initial statements of beneficial ownership
(Form 3) and statements of changes in beneficial ownership (Forms 4 and 5) of common stock of the Company. These specified
time frames require the reporting of changes in ownership within two business days of the transaction giving rise to the reporting obligation.
Reporting persons are required to furnish us with copies of all Section 16(a) forms filed with the SEC. Based solely on a review
of the copies of such forms furnished to the Company during and with respect to the fiscal year ended December 31, 2024 or written representations
that no additional forms were required, to the best of our knowledge, all required Section 16(a) filings were timely and correctly
made by reporting persons during 2022.

 Code
of Ethics

 Our
Board of Directors has adopted a Code of Business Conduct Policy that is applicable to all members of our Board of Directors, our executive
officers and employees of our Advisor and its affiliates. We have posted the policy on the website maintained for us at www.lightstonecapitalmarkets.com.
If, in the future, we amend, modify or waive a provision in the Code of Business Conduct Policy, we may, rather than filing a Current
Report on Form 8-K, satisfy the disclosure requirement by promptly posting such information on the website maintained for us as
necessary.

 Audit
Committee Financial Expert

 The
Audit Committee consists of independent directors Jeffrey P. Mayer, the chairman, Andreas K. Bremer, Diane S. Detering-Paddison,
Steven Spinola and Cynthia Pharr Lee. Our Board of Directors has determined that Mr. Mayer is an "audit committee financial
expert," as defined by the rules of the SEC. The biography of Mr. Mayer, including his relevant qualifications, is previously
described in this Item 10.

 ITEM 11.
 EXECUTIVE COMPENSATION.

 Executive
Compensation

 We
do not directly compensate our named executive officers, nor do we reimburse the Advisor for compensation paid to our named executive
officers, for services rendered to us. We pay certain management fees to the Advisor to compensate the Advisor for the services it provides
in our day-to-day management. In addition, we reimburse certain expenses of the Advisor, including reimbursement for the costs of salaries
and benefits of certain of their employees.

 Reimbursement
for the costs of salaries and benefits of the Advisor's employees relate to compensation paid to the Advisor's employees
that provide services to us such as accounting, administrative or legal, for which the Advisor or its affiliates are not entitled to
compensation in the form of a separate fee. A description of the fees that we pay to the Advisor and other affiliates is found in Item 13
below. Therefore, we do not have, nor has our Board of Directors or compensation committee considered, a compensation policy or program
for our executive officers, and thus we have not included a Compensation Discussion and Analysis in this Annual Report.

 Directors'
Compensation

January 1, 2023, we pay each of our directors who are Independent Directors as defined in our charter an annual retainer of $66,000.
In addition, we pay the chairperson of the audit committee and our lead independent director an annual retainer of $11,000 and the chairpersons
of our nominating and compensation committees annual retainers of $5,500 each. These retainers are payable quarterly in arrears. In addition,
we pay each of our directors who are Independent Directors as defined in our charter (a) $1,500 for each Board of Directors or permanent
committee meeting attended, (c) $1,000 for each special committee meeting attended, and (c) $500 for each written consent considered
by the director.

 All
directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of our Board
of Directors. If a director is also an affiliate director, we do not pay compensation for services rendered as a director.

Compensation Table

 The
following table sets forth certain information with respect to our director compensation during the fiscal year ended December 31, 2024:

 Name

 Fees
 Earned (1)

 Andreas K. Bremer

 $
 107,500

 Diane S. Detering-Paddison

 $
 85,500

 Jeffrey F. Joseph

 $
 85,500

 Steven Spinola

 $
 85,500

 Jeffrey P. Mayer

 $
 96,500

 Cynthia Pharr Lee

 $
 91,000

 (1)
 Includes
 fees earned for services rendered in 2024, regardless of when paid.

 Compensation
Committee Interlocks and Insider Participation

 No
member of our compensation committee served as an officer or employee of the Company or any of our subsidiaries during the fiscal year
ended December 31, 2024 or formerly served as an officer of the Company or any of our subsidiaries. In addition, during the fiscal year
ended December 31, 2024, none of our executive officers served as a director or member of a compensation committee (or other Board of
Directors committee performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of any entity
that has one or more executive officers or directors serving as a member of our Board of Directors or compensation committee.

 ITEM 12.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 Security
Ownership of Certain Beneficial Owners

 The
following table sets forth information as of March 15, 2025 regarding the beneficial ownership of our common stock by each person known
by us to own 5% or more of the outstanding shares of common stock, each of our directors, each of our executive officers, and our directors
and executive officers as a group:

 Name
 of Beneficial Owner (2)

 and Nature
 of
 Beneficial
 Ownership (1)

 Percentage
 of
 Class

 David Lichtenstein

 —

 —

 Andreas K. Bremer

 —

 —

 Diane S. Detering-Paddison

 —

 —

 Jeffrey P. Mayer

 —

 —

 Cynthia Pharr Lee

 —

 —

 Steven Spinola

 —

 —

 Mitchell Hochberg

 —

 —

 Seth Molod

 —

 —

 All directors and executive officers as a group (nine persons)

 —

 —

 (1)
 Beneficial
 ownership is determined in accordance with the rules of the SEC and generally includes voting
 or investment power with respect to securities and shares issuable pursuant to options, warrants
 and similar rights held by the respective person or group that may be exercised within 60 days
 following March 15, 2025. Except as otherwise indicated by footnote, and subject to
 community property laws where applicable, the persons named in the table above have sole
 voting and investment power with respect to all shares of common stock shown as beneficially
 owned by them.

 (2)
 The
 address of our directors and officers is c/o Lightstone Value Plus REIT V, Inc., 1985 Cedar
 Bridge Avenue, Suite 1, Lakewood, New Jersey 08701.

 ITEM 13.
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

 Policies
and Procedures for Transactions with Related Persons

 We
do not currently have written formal policies and procedures for the review, approval or ratification of transactions with related persons,
as defined by Item 404 of Regulation S-K of the Exchange Act. Under that definition, transactions with related persons are
transactions in which we were or are a participant and the amount involved exceeds $120,000 and in which any related person had or will
have a direct or indirect material interest. Related parties include any executive officers, directors, director nominees, beneficial
owners of more than 5% of our voting securities, immediate family members of any of the foregoing persons, and any firm, corporation
or other entity in which any of the foregoing persons is employed and in which such person has 10% or greater beneficial ownership interest.

 However,
in order to reduce or eliminate certain potential conflicts of interest, our charter contains a number of restrictions relating to (1) transactions
we enter into with our Advisor and its affiliates, (2) certain future offerings, and (3) allocation of investment opportunities
among affiliated entities. As a general rule, any related party transactions must be approved by a majority of the directors (including
a majority of independent directors) not otherwise interested in the transaction. In determining whether to approve or authorize a particular
related party transaction, these persons will consider whether the transaction between us and the related party is fair and reasonable
to us.

 Related
Party Transactions

 Advisor
and Affiliates

 Our
business is externally managed by the Advisor, an affiliate of Lightstone which provides advisory services to us and we have no employees.
Lightstone is majority owned by David Lichtenstein, member of the Board of Directors. Pursuant to the terms of an advisory agreement
and subject to the oversight of our Board of Directors, the Advisor is responsible for managing our day-to-day affairs and for services
related to the management of our assets.

 We
have agreements with the Advisor and its affiliates to pay certain fees and reimburse certain expenses in connection with services performed
and costs incurred by these entities and other related parties. We are dependent on the Advisor and its affiliates for performing a full
range of services that are essential to us, including asset management, property management, property management oversight (for those
of our properties which are managed by an unrelated third party property manager) and acquisition, disposition and financing activities,
and other general administrative responsibilities; such as tax, accounting, legal, IT and investor relations services. If the Advisor
and its affiliates are unable to provide these services to us, we would be required to provide the services ourselves or obtain the services
from other parties.

 The
advisory agreement has a one-year term and is renewable annually upon the mutual consent of our Advisor and our independent directors.

 The
following discussion describes the fees and expenses payable to the Advisor and its affiliates under various agreements.

 Fees

 -

 We
 pay the Advisor acquisition and advisory fees of 1.5% of the amount paid in respect of the
 purchase, development, construction, or improvement of each asset we acquire, including any
 debt attributable to those assets.

 In
 addition, we pay acquisition and advisory fees of 1.5% of the funds advanced in respect of a loan investment.

 We
 pay the Advisor an acquisition expense reimbursement in the amount of (i) 0.25% of the funds paid for purchasing an asset, including
 any debt attributable to the asset, plus 0.25% of the funds budgeted for development, construction, or improvement in the case of
 assets that we acquire and intend to develop, construct, or improve or (ii) 0.25% of the funds advanced in respect of a loan investment.

 We
 pay third parties, or reimburse the Advisor or its affiliates, for any investment-related expenses due to third parties in the case
 of a completed investment, including, but not limited to, legal fees and expenses, travel and communication expenses, costs of appraisals,
 accounting fees and expenses, third-party brokerage or finder's fees, title insurance, premium expenses, and other closing
 costs.

 The
 Advisor and its affiliates are also responsible for paying all of the investment-related expenses that we pay or the Advisor or its
 affiliates incur that are due to third parties or related to the additional services provided by the Advisor as described above with
 respect to investments we do not make, other than certain non-refundable payments made in connection with any acquisition.

 Debt
 Financing -

 We
 pay the Advisor a debt financing fee of 1.0% of the amount available under any loan or line of credit made available to us and pay
 directly all third-party costs associated with obtaining the debt financing. Generally, these fees are capitalized as a direct reduction
 to the applicable financing and amortized over its term.

 Management -

 We
 pay our property managers, which may be affiliates of the Advisor or unrelated third party property managers, fees for the management,
 leasing, and construction supervision of our properties which is 4.0% of gross revenues of the properties managed by our property
 manager. We pay our Advisor an oversight fee equal to 0.5% of the gross revenues of the property managed for any property for which
 we contract directly with a third-party property manager. In no event will our property manager or its affiliates receive both a
 property management fee and an oversight fee with respect to any particular property. In the event we own a property through a joint
 venture that does not pay our property manager directly for its services, we will pay our property manager a management fee or oversight
 fee, as applicable, based only on our economic interest in the property.

 Construction
 Management -

 We
 pay our Advisor or property manager a construction management fee in an amount not to exceed 5% of all hard construction costs incurred
 in connection with, but not limited to capital repairs and improvements, major building reconstruction and tenant improvements, if
 such affiliate supervises construction performed by or on behalf of us or our affiliates. We were not charged any construction management
 fees for the years ended December 31, 2024 and 2023.

 Asset
 Management -

 We
 pay the Advisor a monthly asset management fee of one-twelfth of 0.7% of the value of each asset. The value of our assets is generally
 determined in connection with the at least annual determination and publication of our estimated NAV per Share unless the asset was
 acquired after the publication of our most recent estimated NAV per Share (in which case the value of the asset will be based on
 the contractual purchase price of the asset).

 Administrative
 Services Reimbursement

 The
 Advisor is responsible for paying all of the expenses it incurs associated with persons employed
 by the Advisor to the extent that they provide services to us for which the Advisor receives
 an acquisition, asset management, or debt financing fee, including wages and benefits of
 the applicable personnel. Instead of reimbursing the Advisor for specific expenses paid or
 incurred in connection with providing services to us, we pay the Advisor an administrative
 services fee, which is an allocation of a portion of the actual costs that the Advisor paid
 or incurred providing these services to us (the "Administrative Services Reimbursement").
 The Administrative Services Reimbursement is intended to reimburse the Advisor for all its
 costs associated with providing services to us.

 The
 Administrative Services Reimbursement is limited to the actual costs incurred or a twelve-month period cap (the "Cap")
 as set forth in the agreement. For both of the years ended December 31, 2024 and 2023, the Administrative Services Reimbursement
 was limited to the Cap, which was $1.6 million.

 The
 Administrative Services Reimbursement is payable in quarterly installments within 45 days of the end of each calendar quarter. In
 addition, under the various advisory management agreements, we reimburse the Advisor for certain due diligence services provided
 in connection with asset acquisitions and dispositions and debt financings separately from the Administrative Services Reimbursement.

 Notwithstanding
 the fees and cost reimbursements payable to the Advisor pursuant to our advisory management agreement, under our charter we may not
 reimburse the Advisor for any amount by which our operating expenses (including the asset management fee) at the end of the four
 preceding fiscal quarters exceeds the greater of: (i) 2% of our average invested assets, or (ii) 25% of our net income determined
 without reduction for any additions to reserves for depreciation, bad debts, or other similar non-cash reserves and excluding any
 gain from the sale of our assets for that period unless a majority of our independent directors determines that such excess expenses
 are justified based on unusual and non-recurring factors. For the four fiscal quarters ended December 31, 2024 and 2023, our total
 operating expenses (including the asset management fee) did not exceed the limit on total operating expenses.

 The
following table represents the fees incurred associated with the payments to our Advisor for the periods indicated:

 For the Years Ended

 2024

 2023

 Acquisition fees and acquisition expense reimbursement
 (1)

 $
 1,116

 $

 Debt financing fees (2)

 Property management fees (property operating expenses)

 Administrative services reimbursement (general and administrative
 costs)

 1,591

 1,535

 Asset management fees (general and administrative
 costs)

 3,632

 3,584

 Total

 $
 7,313

 $
 6,779

 (1)
 Capitalized
 to the corresponding asset and amortized over its estimated useful life.

 (2)
 Capitalized
 upon the execution of the loan, presented in the consolidated balance sheets as a direct
 deduction from the carrying value of the corresponding loan and amortized over the initial
 term of the corresponding loan.

 Independence

 Although
our shares are not listed for trading on any national securities exchange and therefore our Board of Directors is not subject to the
independence requirements of the NYSE or any other national securities exchange, our Board of Directors has evaluated whether our directors
are "independent" as defined by the NYSE. The NYSE standards provide that to qualify as an independent director, in addition
to satisfying certain bright-line criteria, the Board of Directors must affirmatively determine that a director has no material relationship
with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us).

 Consistent
with these considerations, after review of all relevant transactions or relationships between each director, or any of his or her family
members, and the Company, our senior management and our independent registered public accounting firm, the Board of Directors has determined
that the majority of the members of our Board of Directors, and each member of our audit committee, compensation committee and nominating
committee, is "independent" as defined by the NYSE.

 ITEM 14.
 PRINCIPAL ACCOUNTING FEES AND SERVICES.

 Independent
Registered Public Accounting Firm

 Our
independent public accounting firm is EisnerAmper LLP, New York, New York, Auditor Firm ID: 274.

 Audit
and Non-Audit Fees

 The
following table presents the aggregate fees billed to us for the years indicated by our principal accounting firm:

 For the Year Ended

 2024

 2023

 Audit Fees (a)

 $

 $

 Tax Fees (b)

 Total Fees

 $

 $

 (a)

 Fees
 for audit services consisted of the audit of our annual consolidated financial statements, interim reviews of our quarterly consolidated
 financial statements and services normally provided in connection with statutory and regulatory filings.

 (b)
 Fees
 for tax compliance services including, but not limited to, the preparation of federal, state
 and local income tax returns.

 Our
audit committee considers the provision of these services to be compatible with maintaining the independence of our independent registered
accounting firms.

 Audit
Committee's Pre-Approval Policies and Procedures

 Our
audit committee must approve any fee for services to be performed by our independent registered public accounting firm in advance of
the service being performed. For proposed projects using the services of our independent registered public accounting firm that are expected
to cost under $100,000, our audit committee will be provided information to review and must approve each project prior to commencement
of any work. For proposed projects using the services of our independent registered public accounting firm that are expected to cost
$100,000 and over, our audit committee will be provided with a detailed explanation of what is being included, and asked to approve a
maximum amount for specifically identified services in each of the following categories: (1) audit fees; (2) audit-related
fees; (3) tax fees; and (4) all other fees for any services allowed to be performed by the independent registered public accounting
firm. If additional amounts are needed, our audit committee must approve the increased amounts prior to the previously approved maximum
being reached and before the work may continue. Approval by our audit committee may be made at its regularly scheduled meetings or otherwise,
including by telephonic or other electronic communications. We will report the status of the various types of approved services and fees,
and cumulative amounts paid and owed, to our audit committee on a regular basis. Our audit committee has considered the independent registered
public accounting firm's non-audit services provided to us and has determined that such services are compatible with maintaining
its independence.

 Our
audit committee approved all of the services provided by, and fees paid to, EisnerAmper LLP during the years ended December 31, 2024
and 2023.

 PART
IV

 ITEM 15.
 EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 (a)
 List
 of Documents Filed.

 1.
 Statements

 The
list of the financial statements filed as part of this Annual Report is set forth on page F-1 herein.

 2.
 Statement Schedules

 None.

 3.
 Exhibits

 The
list of exhibits filed as part of this Annual Report is submitted in the Exhibit Index following the financial statements in response
to Item 601 of Regulation S-K.

 (b)
 Exhibits.

 The
exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index attached hereto.

 (c)
 Statement Schedules.

 All
financial statement schedules have been omitted because the required information of such schedules is not present, is not present in
amounts sufficient to require a schedule, is not required or is included in the financial statements and related notes.

 ITEM
16. FORM 10-K SUMMARY

 None.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

 Dated:
 March 27, 2025

 By:

 /s/ MITCHELL
 HOCHBERG

 Mitchell
 Hochberg

 Chief
 Executive Officer and

 Chairman
 of the Board of Directors

 ( Principal
 Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 March

 /s/ MITCHELL
 HOCHBERG

 Mitchell
 Hochberg

 Chief
 Executive Officer and

 Chairman
 of the Board of Directors

 (Principal
 Executive Officer)

 March

 /s/ SETH
 MOLOD

 Seth
 Molod

 Chief
 Financial Officer

 (Principal
 Financial Officer)

 March

 /s/ DAVID
 LICHTENSTEIN

 David
 Lichtenstein

 March

 /s/ ANDREAS
 K. BREMER

 Andreas
 K. Bremer

 March

 /s/ STEVEN SPINOLA

 Steven
 Spinola

 March

 /s/ JEFFREY
 P. MAYER

 Jeffrey
 P. Mayer

 March

 /s/ CYNTHIA
 PHARR LEE

 Cynthia
 Pharr Lee

 March

 /s/ DIANE
 S. DETERING-PADDISON

 Diane
 S. Detering-Paddison

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Statements

 Report
 of Independent Registered Public Accounting Firm

 Balance Sheets as of December 31, 2024 and 2023

 Statements of Operations and Comprehensive Income for the Years Ended December 31, 2024 and 2023

 Statements of Stockholders' Equity for the Years Ended December 31, 2024 and 2023

 Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of

 Opinion
on the Financial Statements

 We have audited the accompanying consolidated balance
sheets of Lightstone Value Plus REIT V, Inc. (the "Company") as of December 31, 2024 and 2023, and the related consolidated
statements of operations and comprehensive income, stockholders' equity, and cash flows for each of the years then ended, and the
related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly,
in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results
of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted
in the United States of America.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matter

 The critical audit matter communicated below is
a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the
audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on
the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion
on the critical audit matter or on the accounts or disclosures to which it relates.

 F- 2

Property – Indicators of Impairment

 As of December 31, 2024, the Company had investment
property, net of accumulated depreciation, of approximately $430.3 million. As disclosed in Note 2 to the financial statements, the Company
monitors events and changes in circumstances representing triggering events that could indicate that the carrying amounts of the investment
property may not be recoverable. Examples of the types of events and circumstances that would cause management to assess the Company's
investment property for potential impairment include, but are not limited to: a significant decrease in the market price of an asset;
a significant adverse change in the manner in which the asset is being used; major vacancies and the resulting loss of revenues; natural
disasters; a change in the projected holding period; legitimate purchase offers; and changes in the global and local markets or economic
conditions. When such events or changes in circumstances are present, the Company assesses potential impairment by comparing estimated
future undiscounted operating cash flows expected to be generated over the life of the asset and from its eventual disposition to the
carrying amount of the asset. These projected cash flows reflect in-place and projected leasing activity, market revenue and expense growth
rates, market capitalization rates, discount rates, and changes in economic and other relevant conditions. In evaluating the Company's
investment property for impairment, management may use appraisals and make estimates and assumptions, including, but not limited to: the
projected date of disposition of the properties, the estimated future cash flows of the properties during the Company's ownership,
and the projected sales price of each of the properties.

 We identified the evaluation of indicators of impairment
as a critical audit matter due to significant judgment made by management in identifying indicators of impairment. This in turn led to
a high degree of auditor judgment, subjectivity, and audit effort in performing procedures to evaluate the reasonableness of management's
significant assumptions related to the impairment evaluation including identifying events and circumstances that exist that would indicate
the carrying amounts of the investment property may not be recoverable.

 Addressing the matter involved performing procedures
and evaluating audit evidence in connection with forming our overall opinion on the financial statements. We obtained an understanding
and evaluated the design of controls over the Company's impairment evaluation. Our procedures included, among others, assessing
the methodologies applied and identifying the existence of any triggering events, including comparing budget to actual net operating income,
comparing actual current year net operating income to actual prior year net operating income, and comparing actual, budgeted and prior
year occupancy percentages, and considering if the determination was reasonable considering the past and current performance of the property
and if consistent with evidence obtained in other areas of the audit. We tested the completeness and accuracy of the underlying data used
by management in its evaluation. We held discussions with management about the current status of certain properties to understand how
management's significant estimates and assumptions are developed considering potential future market conditions.

 /s/
 EisnerAmper LLP

 We
have served as the Company's auditor since 2017.

 EISNERAMPER
LLP

 New
York, New York

 March

 F- 3

Balance Sheets

 (dollars
in thousands, except per share amounts)

 December 31, 2024

 December 31, 2023

 Assets

 Investment property:

 Land and improvements

 $
 95,445

 $
 85,139

 Building and improvements

 399,472

 342,732

 Furniture, fixtures and equipment

 13,127

 11,333

 Gross investment property

 508,044

 439,204

 Less accumulated depreciation

 ( 77,709
)

 ( 63,544
)

 Net investment property

 430,335

 375,660

 Cash and cash equivalents

 21,406

 47,125

 Marketable securities, available for sale

 3,827

 3,675

 Restricted cash

 6,391

 19,421

 Note receivable, net

 -

 4,898

 Prepaid expenses and other assets

 4,063

 4,350

 Total Assets

 $
 466,022

 $
 455,129

 Liabilities and Stockholders' Equity

 Notes payable, net

 $
 323,168

 $
 287,029

 Accounts payable and accrued and other
 liabilities

 9,200

 7,516

 Total liabilities

 332,368

 294,545

 Commitments and Contingencies

 Stockholders' Equity:

 Company's stockholders' equity:

 Preferred stock, $.0001 par value per share; 50.0 million shares authorized, none issued and outstanding

 -

 -

 Convertible stock, $.0001 par value per share; 1,000 shares authorized, issued and outstanding

 -

 -

 Common stock, $.0001 par value per share; 350.0 million shares authorized, 18.9 million and 19.6 million shares issued and outstanding, respectively

 Additional paid-in-capital

 155,846

 163,846

 Accumulated other comprehensive loss

 ( 31
)

 ( 107
)

 Accumulated deficit

 ( 22,163
)

 ( 3,157
)

 Total Stockholders' Equity

 133,654

 160,584

 Total Liabilities
 and Stockholders' Equity

 $
 466,022

 $
 455,129

 See
Notes to Consolidated Financial Statements.

 F- 4

Statements of Operations and Comprehensive Income

 (dollars
and shares in thousands, except per share amounts)

 For the Years Ended December 31,

 2024

 2023

 Rental revenues

 $
 50,110

 $
 49,568

 Expenses

 Property operating expenses

 16,138

 15,971

 Real estate taxes

 6,856

 6,806

 General and administrative

 7,732

 7,701

 Depreciation and amortization

 15,396

 13,371

 Total expenses

 46,122

 43,849

 Interest expense, net

 ( 15,265
)

 ( 14,232
)

 Interest income

 2,667

 2,911

 Gain on sale of investment property

 -

 41,109

 Mark to market adjustment on derivative financial instruments

 ( 2,797
)

 ( 2,930
)

 Other income, net

 $
)

 $

 Weighted average shares outstanding:

 Basic and diluted

 19,212

 19,827

 Basic and diluted
 (loss)/income per share

 $
 ( 0.57
)

 $
 1.66

 Comprehensive (loss)/income:

 $
)

 $

 Other comprehensive income:

 Holding gain on marketable securities, available for sale

 Reclassification adjustment for loss on
 sale of marketable securities included in net (loss)/income

 Total other comprehensive income

 Comprehensive (loss)/income

 $
 ( 10,909
)

 $
 32,999

 See
Notes to Consolidated Financial Statements.

 F- 5

Statements of Stockholders' Equity

 (dollars
and shares in thousands)

 Accumulated

 Additional

 Other

 Convertible
 Stock

 Common
 Stock

 Paid-In

 Accumulated

 Comprehensive

 Total

 Shares

 Shares

 Capital

 Deficit

 Loss

 Equity

 BALANCE, December 31,
 2022

 $
 -

 20,044

 $

 $
 169,996

 $
 ( 33,874
)

 $
 ( 220
)

 $
 135,904

 Net income

 -

 -

 -

 -

 -

 -

 Redemption and cancellation of
 common stock

 -

 -

 ( 490
)

 -

 ( 6,150
)

 -

 -

 ( 6,150
)

 Distributions declared

 -

 -

 -

 -

 -

 ( 2,169
)

 -

 ( 2,169
)

 Other comprehensive income:

 Holding gain on marketable securities,
 available for sale

 -

 -

 -

 -

 -

 -

 Reclassification
 adjustment for loss on sale of marketable securities included in net income

 -

 -

 -

 -

 -

 -

 BALANCE, December 31,
 2023

 $
 -

 19,554

 $

 $
 163,846

 $
 ( 3,157
)

 $
 ( 107
)

 $
 160,584

 Net loss

 -

 -

 -

 -

 -

)

 -

)

 Redemption and cancellation of
 common stock

 -

 -

 ( 613
)

 -

 ( 8,000
)

 -

 -

 ( 8,000
)

 Distributions declared

 -

 -

 -

 -

 -

 ( 8,021
)

 -

 ( 8,021
)

 Other comprehensive income:

 Holding gain on marketable securities,
 available for sale

 -

 -

 -

 -

 -

 -

 Reclassification adjustment for
 loss on sale of marketable securities included in net loss

 -

 -

 -

 -

 -

 -

 BALANCE,
 December 31, 2024

 $
 -

 18,941

 $

 $
 155,846

 $
 ( 22,163
)

 $
 ( 31
)

 $
 133,654

 See
Notes to Consolidated Financial Statements.

 F- 6

Statements of Cash Flows

 (dollars
in thousands)

 For the Year Ended

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 $
)

 $

 Adjustments to reconcile net (loss)/income to net cash provided
 by operating activities:

 Depreciation and amortization

 15,396

 13,371

 Amortization of deferred financing costs

 1,228

 1,343

 Gain on sale of investment property

 -

 ( 41,109
)

 Mark to market adjustment on derivative financial instruments

 2,797

 2,930

 Non-cash interest income

 -

 ( 9
)

 Other non-cash adjustments, net

 ( 43
)

 Changes in operating assets and liabilities:

 Increase in prepaid expenses and other assets

 ( 2,256
)

 ( 2,778
)

 Increase/(decrease) in accounts payable and accrued and other
 liabilities

 ( 1,000
)

 Net cash provided by operating activities

 6,245

 5,591

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of investment property

 ( 68,700
)

 ( 60,327
)

 Proceeds from sale of investment property, net of closing costs

 -

 70,569

 Purchase of marketable securities

 ( 1,090
)

 ( 974
)

 Proceeds from sale of marketable securities

 1,007

 Funding of note receivable, net

 -

 ( 1,119
)

 Proceeds from repayment of note receivable, net

 4,898

 -

 Net cash (used in)/provided by investing

 ( 63,885
)

 9,004

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from notes payable

 43,945

 34,640

 Payments on notes payable

 ( 6,727
)

 ( 37,998
)

 Payment of loan fees and expenses

 ( 2,306
)

 ( 1,123
)

 Redemption and cancellation of common stock

 ( 8,000
)

 ( 6,150
)

 Distributions paid

 ( 8,021
)

 ( 2,169
)

 Net cash provided by/(used in) financing

 18,891

 ( 12,800
)

 Net change in cash, cash equivalents and
 restricted cash

 ( 38,749
)

 1,795

 Cash, cash equivalents
 and restricted cash, beginning of year

 66,546

 64,751

 Cash, cash equivalents
 and restricted cash, end of year

 $
 27,797

 $
 66,546

 Supplemental cash flow information for the
 years indicated is as follows:

 Cash paid for interest

 $
 16,717

 $
 17,173

 Cash paid for income taxes

 $

 $

 Holding gain on marketable securities,
 available for sale

 $

 $

 Capital expenditures for investment property in accounts payable
 and accrued and other liabilities

 $

 $

 Acquisition and finance fee accrued not
 paid

 $
 1,553

 $
 -

 See
Notes to Consolidated Financial Statements.

 F- 7

 Lightstone Real Estate
Investment Trust V, Inc.

 Notes to Consolidated Financial Statements

 (Dollar and share amounts in thousands,
except per share data and where indicated in millions)

 1.
Business and Organization

 Business

Value Plus REIT V, Inc. ("Lightstone REIT V," which may also be referred to as the "Company," "we,"
"us," or "our"), was organized as a Maryland corporation on January 9, 2007 and has elected to be taxed,
and currently qualifies, as a real estate investment trust ("REIT") for U.S. federal income tax purposes.

 The
Company was formed primarily to acquire and operate commercial real estate and real estate-related assets on an opportunistic and value-add
basis. In particular, the Company has focused generally on acquiring commercial properties with significant possibilities for capital
appreciation, such as those requiring development, redevelopment, or repositioning, those located in markets and submarkets with high
growth potential, and those available from sellers who are distressed or face time-sensitive deadlines. Since its inception, the Company
has acquired a wide variety of commercial properties, including office, industrial, retail, hospitality, multifamily and student housing.
The Company has purchased existing, income-producing properties, and newly-constructed properties. The Company has also invested in other
real estate-related investments such as mortgage and mezzanine loans. The Company has made its investments in or in respect of real estate
assets located in the U.S. and other countries based on its view of existing market conditions.

 Substantially
all of the Company's business is conducted through Lightstone REIT V OP LP, a limited partnership organized in Delaware (the "Operating
Partnership"). As of December 31, 2024, the Company's wholly-owned subsidiary, BHO II, Inc., a Delaware corporation, owned
a 0.1 % partnership interest in the Operating Partnership as its sole general partner. As of December 31, 2024, the Company's
wholly-owned subsidiary, BHO Business Trust II, a Maryland business trust, was the sole limited partner of the Operating Partnership
and owned the remaining 99.9 % interest in the Operating Partnership.

 All
of the Company's current investments are located in the U.S. The Company currently intends to hold its various real properties
until such time as its board of directors (the "Board of Directors") determines that a sale or other disposition appears
to be advantageous to achieve the Company's investment objectives or until it appears that the objectives will not be met. The
Company currently has one operating segment. As of December 31, 2024, the Company wholly owned and consolidated nine multifamily real
estate properties containing an aggregate of 2,760 apartment units.

 The
Company's business is externally managed by LSG Development Advisor LLC (the "Advisor"), an affiliate of the Lightstone
Group LLC ("Lightstone"), which provides advisory services to us. Lightstone is majority owned by David Lichtenstein, a member
of the Board of Directors. Pursuant to the terms of an advisory agreement and subject to the oversight of the Board of Directors, the
Advisor is responsible for managing the Company's day-to-day affairs and for services related to the management of its assets.

 The
Company has no employees. The Company is dependent on the Advisor and its affiliates for performing a full range of services that are
essential to it, including asset management, property management, property management oversight (for those of its properties which are
managed by an unrelated third party property manager) and acquisition, disposition and financing activities, and other general administrative
responsibilities; such as tax, accounting, legal, information technology and investor relations services. If the Advisor and its affiliates
are unable to provide these services to the Company, it would be required to provide the services itself or obtain the services from
other parties.

 Organization

 In
connection with the Company's initial capitalization, the Company issued 22,500 shares of its common stock ("Common
Shares") and 1,000 shares of its convertible stock to the Company's former advisor on January 19, 2007. The 1,000 shares
of convertible stock were transferred to an affiliate of Lightstone on February 10, 2017 and remain outstanding. As of December
31, 2024, the Company had 18.9 million Common Shares outstanding.

 F- 8

 Notes

and share amounts in thousands, except per share data and where indicated in millions)

 The
Company's Common Shares are not currently listed on a national securities exchange. The timing of a liquidity event for the Company's
stockholders will depend upon then prevailing market conditions and the Board of Directors' assessment of the Company's investment
objectives and liquidity options for the Company's stockholders. Although the Board of Directors has currently targeted June 30,
2028 for the commencement of a liquidity event, the Company can provide no assurances as to the actual timing of the commencement of
a liquidity event for its stockholders or the ultimate liquidation of the Company. Furthermore, the Company will seek stockholder approval
prior to liquidating its entire portfolio.

 Current
Environment

 The
Company's operating results and financial condition are substantially impacted by the overall health of local, U.S. national and
global economies and may be influenced by market and other challenges. Additionally, its business and financial performance may be adversely
affected by current and future economic and other conditions; including, but not limited to, availability or terms of financings, financial
markets volatility and banking failures, political upheaval or uncertainty, natural and man-made disasters, terrorism and acts of war,
unfavorable changes in laws, ordinances and regulations, outbreaks of contagious diseases, cybercrime, technological advances and challenges,
such as the use and impact of artificial intelligence and machine learning, loss of key relationships, inflation and recession.

 The
Company's overall performance depends in part on worldwide economic and geopolitical conditions and their impacts on consumer behavior.
Worsening economic conditions, increases in costs due to inflation, higher interest rates, labor and supply chain challenges and other
changes in economic conditions could adversely affect the Company's future results from operations and its financial condition.

 2.
Summary of Significant Accounting Policies

 Principles
of Consolidation and Basis of Presentation

 The
consolidated financial statements include the accounts of Lightstone REIT V, and the Operating Partnership and its subsidiaries (over
which the Company exercises financial and operating control). All inter-company balances and transactions have been eliminated in consolidation.

 The
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP").
GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period. The
most significant assumptions and estimates relate to the valuation of real estate and real estate-related investments and depreciable
lives. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results
could differ from these estimates.

 Cash,
Cash Equivalents and Restricted Cash and Concentration of Credit Risk

 The
Company considers investments in highly liquid money market funds or investments with original maturities of three months or less to
be cash equivalents.

 As
of December 31, 2024 and 2023, the Company had cash deposited in certain financial institutions in excess
of federally insured levels. The Company regularly monitors the financial stability of these financial institutions and believes that
it is not exposed to any significant credit risk in cash and cash equivalents or restricted cash.

 As
required by the Company's lenders, restricted cash is held in escrow accounts for anticipated capital expenditures, real estate
taxes, and other reserves for certain of the Company's consolidated properties. Capital reserves are typically utilized for non-operating
expenses such as tenant improvements, leasing commissions, and major capital expenditures. Alternatively, a lender may require its own
formula for an escrow of capital reserves. Restricted cash may also include certain funds temporarily placed in escrow with qualified
intermediaries to facilitate potential like-kind exchange transactions in accordance with Section 1031 of the Internal Revenue Code,
as amended.

 F- 9

 Lightstone Real Estate
Investment Trust V, Inc.

 Notes

and share amounts in thousands, except per share data and where indicated in millions)

 The
following is a summary of the Company's cash, cash equivalents, and restricted cash total as presented in its consolidated statements
of cash flows:

 2024

 2023

 Cash and cash equivalents

 $
 21,406

 $
 47,125

 Restricted cash

 6,391

 19,421

 Total cash, cash equivalents and restricted
 cash

 $
 27,797

 $
 66,546

 Marketable
Securities

 Marketable
securities consist of debt securities that are designated as available-for-sale.

 The
Company may be exposed to credit losses through its available-for-sale debt securities. Unrealized losses or impairments resulting from
the amortized cost basis of any available-for-sale debt security exceeding its fair value are evaluated for identification of credit
and non-credit related factors. Any difference between the fair value of the debt security and the amortized cost basis not attributable
to credit related factors are reported in other comprehensive income. A credit-related impairment is recognized as an allowance on the
balance sheet with a corresponding adjustment to earnings. When evaluating the investments for impairment at each reporting period, the
Company reviews factors such as the extent of the unrealized loss, current and future economic market conditions and the economic and
financial condition of the issuer and any changes thereto.

 Realized
gains or losses resulting from the sale of these securities are determined based on the specific identification of the securities sold.

 Revenue
Recognition

 The
Company's rental revenues are primarily comprised of rental income and tenant recovery income derived from operating leases for
its multifamily residential properties. Minimum rents are recognized on a straight-line accrual basis, over the terms of the related
leases. Recoveries from residential tenants for utility costs, are recognized as revenues in the period that the applicable costs are
incurred.

 Substantially
all of the Company's multifamily residential property leases have initial terms of 12 months or less.

 Investments
in Real Estate

 Accounting
for Asset Acquisitions

 The
cost of the real estate assets acquired in an asset acquisition is allocated to the acquired tangible assets, consisting of land, building
and improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases for
acquired in-place leases and the value of tenant relationships, based in each case on their relative fair values. Fees incurred related
to asset acquisitions are capitalized as part of the cost of the investment.

 Impairment
Evaluation

 The
Company evaluates the recoverability of its investments in real estate assets at the lowest identifiable level, which is primarily the
individual property level. An impairment loss is recognized
only if the carrying amount of a long-lived asset is not expected to be fully recoverable and exceeds its fair value.

 The
Company evaluates the long-lived assets for potential impairment whenever events or changes in circumstances indicate that the total
undiscounted projected cash flows are less than the carrying amount for a particular property. No single indicator would necessarily
result in the Company preparing an estimate to determine if a long-lived asset's future undiscounted cash flows are less than its
book value. The Company uses judgment to determine if the severity of any single indicator, or the fact there are a number of indicators
of less severity that when combined, would result in an indication that a long-lived asset requires an estimate of the undiscounted cash
flows to determine if an impairment has occurred. Relevant facts and circumstances include, among others, significant underperformance
relative to historical or projected future operating results and significant negative industry or economic trends. The estimated
cash flows used for the impairment analysis are subjective and require the Company to use its judgment and the determination of estimated
fair value is based on the Company's plans for the respective assets and the Company's views of market and economic conditions.
The estimates consider matters such as future operating income, market and other applicable trends and residual value, as well as the
effects of demand, competition, and recent sales data for comparable properties. Changes in estimated future cash flows due to changes
in the Company's plans or views of market and economic conditions could result in recognition of impairment losses, which, under
the applicable accounting guidance, may be substantial.

 F- 10

 Lightstone Real Estate
Investment Trust V, Inc.

 Notes

and share amounts in thousands, except per share data and where indicated in millions)

 Depreciation
and Amortization

 Depreciation expense is computed based on the straight-line
method over the estimated useful life of the applicable real estate asset. The Company generally uses estimated useful lives of up to
 39 years for buildings, 15 years for land improvements and building improvements and 5 to 10 years for furniture, fixtures and equipment.
The value of acquired in-place leases are amortized to expense over the average remaining term of the leases acquired Expenditures for
ordinary maintenance and repairs are charged to expense as incurred.

 Deferred
Costs

 The
Company capitalizes initial direct costs associated with financing activities. The costs are capitalized upon the execution of the loan,
presented in the consolidated balance sheets as a direct deduction from the carrying value of the corresponding loan and amortized over
the initial term of the corresponding loan. Amortization of deferred loan costs begin in the period during which the loan is originated
using the effective interest method over the term of the loan and
is included in interest expense in the consolidated statements of operations. The Company capitalizes initial direct costs associated
with leasing activities. The costs are capitalized upon the execution of the lease and amortized over the initial term of the corresponding
lease.

 Tax
Status and Income Taxes

 The
Company elected to be taxed as a REIT commencing with the taxable year ended December 31, 2008. If the Company remains qualified as a
REIT, it generally will not be subject to U.S. federal income tax on its net taxable income that it distributes currently to its stockholders.
To maintain its REIT qualification under the Internal Revenue Code of 1986, as amended, the Company must meet a number of organizational
and operational requirements, including a requirement that it annually distribute to its stockholders at least 90% of its REIT taxable
income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends
paid and excluding any net capital gain. If the Company fails to remain qualified for taxation as a REIT in any subsequent year and does
not qualify for certain statutory relief provisions, its income for that year will be taxed at regular corporate rates, and it may be
precluded from qualifying for treatment as a REIT for the four-year period following its failure to qualify as a REIT. Such an event
could materially adversely affect its net income and net cash available for distribution to its stockholders, if any. Additionally, even
if the Company continues to qualify as a REIT for U.S. federal income tax purposes, it may still be subject to some U.S. federal, state
and local taxes on its taxable income and property and to U.S. federal income taxes and excise taxes on its undistributed taxable income,
if any.

 To
maintain its qualification as a REIT, the Company may engage in certain activities through a wholly-owned taxable REIT subsidiary. As
such, the Company may be subject to U.S. federal and state income and franchise taxes from these activities.

 The
Company's income tax expense and benefits are included in other income, net on our consolidated statements of operations. During
both of the years ended December 31, 2024 and 2023, the Company recorded income tax expense of $ 0.8 million primarily consisting
of state income tax.

 As
of December 31, 2024 and 2023, the Company had no material uncertain income tax positions.

 F- 11

 Notes

and share amounts in thousands, except per share data and where indicated in millions)

 Derivative
Financial Instruments

 The
Company utilizes derivative financial instruments to reduce interest rate risk. The Company does not hold or issue derivative financial
instruments for trading purposes. The Company recognizes all derivatives as either assets or liabilities in the consolidated balance
sheets and measures those instruments at fair value. Changes in fair value of those instruments are recorded in the consolidated statements
of operations.

 Earnings
per Share

 The
Company had no potentially dilutive securities outstanding during the periods presented. Accordingly, net income per share is calculated
by dividing net income by the weighted-average number of shares of common stock outstanding during the applicable period.

 Reclassifications

 Certain
prior period amounts may have been reclassified to conform to the current year presentation.

 Segment
Disclosure

 The
Company's operations are reported within one reportable segment and constitutes all of the consolidated entities which are reported
in the consolidated financial statements. The Company owns and operates multifamily residential properties and makes other real estate-related
investments, principally in the U.S.

 The
Company's chief operating decision maker ("CODM") is the Chief Executive Officer. The CODM assesses entity-wide operating
results and performance and decides how to allocate resources based on consolidated net income/loss which is reported on the consolidated
statements of operations. Additionally, the measure of segment assets is reported on the consolidated balance sheets as total assets.

 The accounting policies for the reportable segment
are the same as those described above. The CODM uses consolidated net income/loss to evaluate earnings generated from assets to assess
performance and make decisions about allocating resources. The CODM also uses consolidated net income/loss to monitor the budget versus
actual results, which is used in assessing the Company's entity-wide operating results and performance.

 The
revenue, costs and expenses, and net income/loss for the reportable segment are the same as those presented on the consolidated statements
of operations.

 Significant
expense categories, including property operating expenses, real estate taxes, general and administrative costs, depreciation and amortization
and interest, are included on the Company's consolidated statements of operations.

 3.
New Accounting Pronouncements

 In
November 2023, the FASB issued an accounting standards update, "Segment Reporting-Improvements to Reportable Segment Disclosures,"
which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.
The amendments require entities to disclose significant segment expenses that are regularly provided to the chief operating decision
maker ("CODM") and included within segment profit and loss, as well as the title and position of the CODM. The
Company adopted this standard effective January 1, 2024, noting that it did not have a material impact on its consolidated financial
statements.

 In
December 2023, the FASB issued an accounting standards update, "Income Taxes-Improvements to Income Tax Disclosures," which
includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation
categories and income taxes paid by jurisdiction. This update is effective for annual periods beginning after December 15, 2024. The
 adoption of this standard will not have a material impact on the Company's
consolidated financial statements.

 F- 12

 Lightstone Real Estate
Investment Trust V, Inc.

 Notes

and share amounts in thousands, except per share data and where indicated in millions)

 The
Company has reviewed and determined that other recently issued accounting pronouncements will not have a material impact on its financial
position, results of operations and cash flows, or do not apply to its current operations.

 4.
Marketable Securities, Derivative Financial Instruments and Fair Value Measurements

 Marketable
Securities

 The
following is a summary of the Company's available for sale securities:

 As of December 31, 2024

 Adjusted Cost

 Gross Unrealized Gains

 Gross Unrealized Losses

 Fair Value

 Debt securities:

 Corporate and Government Bonds

 $
 3,858

 $

 $
 ( 84
)

 $
 3,827

 As of December 31, 2023

 Adjusted Cost

 Gross Unrealized Gains

 Gross Unrealized Losses

 Fair Value

 Debt securities:

 Corporate and Government Bonds

 $
 3,783

 $

 $
 ( 145
)

 $
 3,675

 As
of December 31, 2024, the Company has not recognized an allowance for expected credit losses related to available-for-sale debt securities
as the Company has not identified any unrealized losses for these investments attributable to credit factors. The Company's unrealized
loss on investments in debt securities was primarily caused by changes in interest rates. The Company does not currently intend to sell
these investments and it is not more likely than not that the Company will be required to sell these investments before recovery of their
amortized cost basis.

 The
following table summarizes the estimated fair value of the Company's investments in marketable debt securities with stated contractual
maturity dates, accounted for as available-for-sale securities and classified by the contractual maturity date of the securities:

 As of December 31,

 2024

 Due in 1 year

 $

 Due in 1 year through 5 years

 2,854

 Due in 5 years through 10 years

 Due after 10 years

 -

 Total

 $
 3,827

 Derivative
Financial Instruments

 The
Company has entered into interest rate cap contracts with unrelated financial institutions in order to reduce the effect of interest
rate fluctuations associated with certain of its variable rate debt. The Company is exposed to credit risk in the event of non-performance
by the counterparty to these financial instruments. Management believes the risk of loss due to non-performance to be minimal.

 The
Company accounts for its interest rate cap contracts as economic hedges marking them to their fair value taking into account present
interest rates compared to the contracted fixed rate over the life of the contract. The changes in the fair value of these economic hedges
represent unrealized gains or losses which are classified as mark to market adjustment on derivative financial instruments on the consolidated
statements of operations.

 F- 13

 Notes

and share amounts in thousands, except per share data and where indicated in millions)

 As
of December 31, 2024, the Company had two interest rate cap contracts. The first interest rate cap contract,
which was entered into at a cost of $ 1.1 million on July 8, 2024 with an effective date of July 15, 2024, had a notional amount of $ 52.2
million, matures on July 15, 2025 and effectively caps SOFR at 2.50% during its term. The second interest rate cap contract, which was
entered into at a cost of $ 0.5 million on October 10, 2024 with an effective date of October 11, 2024, had a notional amount of $ 44.0
million, matures on October 11, 2025 and effectively caps SOFR at 3.00% during its term.

 The
fair value of the Company's interest rate cap contracts was $ 0.9 million and $ 1.3 million as of December 31, 2024 and
2023, respectively, and is included in prepaid expenses and other assets on the consolidated balance sheets.

the years ended December 31, 2024 and 2023, the Company recorded negative mark to market adjustments of $ 2.8 million and $ 2.9 million,
respectively. These mark to market adjustments represent the change in the fair values of the Company's interest rate cap contracts
during such periods.

the years ended December 31, 2024 and 2023, the Company earned $ 2.8 million and $ 2.9 million, respectively, from its interest rate cap
contracts. Earnings from interest rate cap contracts are recorded in interest expense, net on the consolidated statements of operations.

 Fair
Value Measurements

 Fair
value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

 The
standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last
unobservable, that may be used to measure fair value:

 Level 1 –

 Quoted
 prices in active markets for identical assets or liabilities.

 Level 2 –

 Inputs
 other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted
 prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially
 the full term of the assets or liabilities.

 Level 3 –

 Unobservable
 inputs that are supported by little or no market activity and that are significant to the
 fair value of the assets or liabilities.

 The
fair value of the Company's investments in debt securities are measured using quoted prices for these investments; however, the
markets for these assets are not active. The fair values of the Company's interest rate cap contracts are measured using other
inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
As of December 31, 2024 and 2023, all of the Company's debt securities and interest rate cap contracts were classified as Level
2 assets and there were no transfers between the level classifications during the years ended December 31, 2024 and 2023.

 5.
Financial Instruments Not Reported at Fair Value

 The
Company determined the following disclosure of estimated fair values using available market information and appropriate valuation methodologies.
However, considerable judgment is necessary to interpret market data and develop the related estimates of fair value. The use of different
market assumptions or only estimation methodologies may have a material effect on the estimated fair value amounts.

 As
of December 31, 2024 and 2023, management estimated that the carrying value of the Company's cash and cash equivalents, restricted
cash, note receivable, prepaid expenses and other assets (exclusive of interest rate cap contracts - see Note 4) and accounts payable
and accrued and other liabilities were at amounts that reasonably approximated their fair value based on their highly-liquid nature and/or
short-term maturities.

 F- 14

 Notes

and share amounts in thousands, except per share data and where indicated in millions)

 The
fair values of the Company's notes payable are categorized as a Level 2 in the fair value hierarchy. The fair values were
estimated using a discounted cash flow analysis valuation on the estimated borrowing rates available for loans with similar terms and
maturities. The fair values of the notes payable were determined by discounting the future contractual interest and principal payments
by a market rate. Disclosure about fair values of financial instruments is based on pertinent information available to management as
of December 31, 2024 and 2023.

 Carrying
amounts of the Company's notes payable and the related estimated fair value are as follows:

 As of December 31, 2024

 As of December 31, 2023

 Carrying Amount

 Estimated Fair Value

 Carrying Amount

 Estimated Fair Value

 Notes payable

 $

 $
 319,931

 $
 289,794

 $
 280,833

 6.
Real Estate Properties

 The
following table presents certain information about the Company's nine wholly owned multifamily residential real estate properties
as of December 31, 2024:

 Property Name

 Location

 Date Acquired

 Arbors Harbor Town

 Memphis, Tennessee

 December 20, 2011

 Parkside Apartments

 Sugar Land, Texas

 August 8, 2013

 Axis at Westmont

 Westmont, Illinois

 November 27, 2018

 Valley Ranch Apartments

 Ann Arbor, Michigan

 February 14, 2019

 Autumn Breeze Apartments

 Noblesville, Indiana

 March 17, 2020

 BayVue Apartments

 Tampa, Florida

 July 7, 2021

 Citadel Apartments

 Houston, Texas

 October 6, 2021

 Camellia Apartments

 St. Augustine, Florida

 December 19, 2023

 Space Coast Apartments

 Rockledge, Florida

 December 19, 2024

and Disposition Activities during 2024 and 2023

of the Space Coast Apartments – December 2024

 On
December 19, 2024, the Company acquired a 240-unit multifamily residential property located in Rockledge, Florida (the "Space
Coast Apartments") from an unrelated third party for a contractual purchase price of $ 63.8 million, plus closing and other acquisition
related costs totaling $ 1.7 million. The acquisition was funded with $ 43.7 million of proceeds from a mortgage financing (the "Space
Coast Apartments Mortgage") and $ 21.8 million of cash on hand.

 The
Company determined this acquisition was an asset acquisition and allocated the total purchase price, including closing and other acquisition
related costs, to the assets acquired based on their relative fair value. Approximately $ 9.8 million was allocated to land and improvements,
$ 52.9 million was allocated to building and improvements, $ 1.3 million was allocated to furniture, fixtures and equipment and
$ 1.5 million was allocated to in-place lease intangibles.

 Additionally,
in connection with the acquisition of the Space Coast Apartments, the Advisor received an aggregate of $ 1.6 million in acquisition fees,
acquisition expense reimbursements and debt financing fees.

 F- 15

 Notes

and share amounts in thousands, except per share data and where indicated in millions)

of Camellia Apartments – December 2023

 On
December 19, 2023, the Company acquired a 210-unit multifamily residential property located in St. Augustine, Florida (the "Camellia
Apartments") from an unrelated third party for a contractual purchase price of $ 53.3 million, plus closing and other acquisition
related costs totaling $ 1.1 million. The acquisition was funded with $ 33.9 million of proceeds from a mortgage financing (the "Camellia
Apartments Mortgage") and $ 20.5 million of funds that had been temporarily placed in escrow with a qualified intermediary in connection
with the Company's disposition of a 306-unit multifamily residential property located in Fishers, Indiana (the "Flats at
Fishers").

 In
connection with the acquisition, the Advisor received an aggregate of approximately $ 1.1 million in acquisition fees, acquisition expense
reimbursements and debt financing fees.

of the Flats at Fishers – November 2023

 On
November 1, 2023, the Company completed the disposition of Flats at Fishers to an unrelated third-party for a contractual sales
price of $ 71.0 million. In connection with the disposition of the Flats at Fishers, its non-recourse mortgage loan (the "Flats
at Fishers Mortgage") of $ 27.7 million was defeased at a cost of $ 27.1 million and its non-recourse subordinated mortgage loan
(the "Flats at Fisher Supplemental Mortgage") of $ 8.9 million was repaid in full. The Company's net proceeds from the
disposition of the Flats at Fishers were $ 33.8 million, after the aforementioned defeasance of the Flats at Fishers Mortgage and the
repayment of the Flats at Fisher Supplemental Mortgage, pro rations, and closing and other related transaction costs. In connection with
the disposition of Flats at Fishers, the Company recognized a gain on sale of investment property of $ 41.1 million during the fourth
quarter of 2023.

 The
disposition of the Flats at Fishers did not qualify to be reported as discontinued operations since it did not represent a strategic
shift that had a major effect on the Company's
 operations and financial results. Accordingly, the operating results of the Flats at Fishers are reflected
in the Company's results from continuing operations for all periods presented through its date of disposition.

 The
net proceeds from the disposition of the Flats of Fishers of $ 33.8 million were placed in an escrow with a qualified intermediary to
potentially facilitate a Section 1031 exchange transaction pursuant to the requirements of the Internal Revenue Code and as described
above, $ 20.5 million of these funds were used in connection with the
Company's acquisition of the Camellia Apartments on December 19, 2023. An additional $ 0.1 million
of these funds were used for other acquisition related costs in the first quarter of 2024. The remaining funds of $ 13.2 million were
released to the Company on May 2, 2024.

of the Autumn Breeze Apartments

 On February 27, 2025, the Company completed the disposition a 280-unit
multifamily residential property located in Noblesville, Indiana (the "Autumn Breeze Apartments") to an unrelated third party
for a contractual sales price of $ 59.5 million. In connection with the disposition of the Autumn Breeze Apartments, its non-recourse mortgage
loan (the "Autumn Breeze Apartments Mortgage") of $ 28.9 million was defeased at a cost of $ 28.0 million. The Company's
net proceeds from the disposition of the Autumn Breeze Apartments were $ 29.9 million, after the aforementioned defeasance of the Autumn
Breeze Apartments Mortgage, pro rations, and closing and other related transaction costs.

 F- 16

 Notes

and share amounts in thousands, except per share data and where indicated in millions)

 7.
Note Receivable

 On
February 28, 2019, the Company, as the lender, and an unrelated third party (the "Loan Borrower"), as the borrower,
entered into a loan promissory note (the "Mezzanine Loan"), pursuant to which the Company funded an aggregate $ 12.0 million
of mezzanine financing collateralized by the ownership interests of the Loan Borrower in a condominium project (the "Park House")
located at 500 West 22nd Street in the West Chelsea neighborhood of New York City. The Mezzanine Loan was subordinate to a first mortgage
loan collateralized by the Park House.

 The
Mezzanine Loan bore interest at a rate of LIBOR plus 11.0% per annum with a floor of 13.493 % and had a maturity date of March 1, 2023.
Additionally, the Mezzanine Loan provided for monthly interest-only payments at a rate of 8 % with the additional interest above the 8 %
threshold added to the outstanding principal balance and due at maturity.

 The
Loan Borrower developed and constructed Park House, which contains 10 residential units and ground floor retail space. The Park House
was substantially completed in July 2022, and during the year ended December 31, 2022, the first mortgage loan was initially repaid in
full with the proceeds from condominium sales and thereafter, the Loan Borrower repaid $ 10.6 million of the Mezzanine Loan with subsequent
proceeds from the sale of condominium units. As of December 31, 2022, the remaining outstanding principal balance of the Mezzanine Loan
was $ 3.8 million, including $ 2.4 million of additional interest due at maturity.

the first quarter of 2023, the Company and Loan Borrower refinanced the then outstanding principal and interest due under the Mezzanine
Loan resulting in a new $ 5.0 million senior mortgage loan (the "Senior Mortgage Loan") secured by the Loan Borrower's
ownership interest in Park House, consisting of the remaining unsold condominium units and the ground floor retail space. The Senior
Mortgage Loan bore interest at a rate of SOFR plus 5.5% per annum, with a floor of 10.0 % and had a term of one-year with one
six-month extension option, subject to the satisfaction of certain conditions.

 As
of December 31, 2023, the carrying amount of the Senior Mortgage Loan was $ 4.9 million ($ 5.0 million of outstanding principal
less $ 0.1 million interest reserve), which was classified as note receivable, net on the consolidated balance sheet. During February 2024,
the Loan Borrower made a principal paydown of $ 2.0 million with net proceeds from the sale of a condominium unit reducing the outstanding
principal balance of the Senior Mortgage Loan to $ 3.0 million and the Company simultaneously allowed the Loan Borrower to exercise
the six-month extension option extending the maturity date to September 1, 2024. However, in June 2024, the Loan Borrower repaid
the remaining outstanding principal balance of the Senior Mortgage Loan of $ 3.0 million in full with net proceeds from the sale
of an additional condominium unit. In connection with the repayment in full of the Senior Mortgage Loan, the Company released the interest
reserve of $ 0.1 million to the Loan Borrower.

 F- 17

 8.
Notes Payable

 The
following table sets forth information as of the date indicated for the Company's notes payable:

 Interest Rate

 Weighted Average Interest Rate for the Year Ended December 31, 2024

 Maturity Date

 Amount Due at Maturity

 As of
December 31, 2024

 As of
December 31, 2023

 Arbors Harbor Town

 4.53 %

 4.53
 %

 January 1, 2026

 $
 29,000

 $
 29,000

 $
 29,000

 Arbors Harbor Town Supplemental

 3.52 %

 3.52
 %

 January 1, 2026

 5,379

 5,502

 5,618

 Parkside Apartments

 4.45 %

 4.45
 %

 June 1, 2025

 15,782

 15,940

 16,298

 Axis at Westmont

 4.39 %

 4.39
 %

 February 1, 2026

 34,343

 35,165

 35,836

 Valley Ranch Apartments

 4.16 %

 4.16
 %

 March 1, 2026

 43,414

 43,414

 43,414

 Autumn Breeze Apartments

 3.39 %

 3.39
 %

 April 1, 2030

 25,518

 28,962

 29,544

 BayVue Apartments

 SOFR + 3.11 %
(floor 3.21 %)

 8.43
 %

 July 9, 2025

 47,382

 47,382

 47,173

 Citadel Apartments Senior

 SOFR + 1.61 %
(floor 1.71 %)

 6.90
 %

 October 11, 2026

 35,200

 35,200

 39,200

 Citadel Apartments Junior

 SOFR + 8.86 %
(floor 8.96 %)

 14.31
 %

 October 11, 2026

 8,800

 8,800

 9,800

 Camellia Apartments

 6.05 %

 6.05
 %

 January 1, 2030

 33,911

 33,911

 33,911

 Space Coast Apartments

 5.60 %

 5.60
 %

 January 1, 2030

 42,668

 43,735

 -

 Total notes payable

 4.98
 %

 $
 321,397

 289,794

 Less: Deferred financing costs

 ( 3,843
)

 ( 2,765
)

 Total notes payable, net

 $
 323,168

 $
 287,029

 Space
Coast Apartments Mortgage

 On
December 19, 2024, the Company entered into a $ 43.7 million non-recourse mortgage loan (the "Space
Coast Apartments Mortgage") scheduled to mature on January 1, 2030. The Space Coast Apartments Mortgage bears interest at
 5.60 % and requires monthly interest-only payments through January 1, 2028, and monthly principal and interest payments of approximately
$ 0.3 million thereafter, through its stated maturity. The Space Coast Apartments Mortgage is collateralized by the Space Coast Apartments.

 Camellia

 On
December 19, 2023, the Company entered into a $ 33.9 million non-recourse mortgage (the "Camellia Apartments Mortgage") which
matures on January 1, 2030. The Camellia Apartments Mortgage bears interest at 6.05 % and requires monthly interest-only payments
through its maturity date, at which time the principal is due in full. The Camellia Mortgage is collateralized by the Camellia Apartments.

 F- 18

 Citadel
Apartments Mortgages

 On
October 6, 2021, the Company entered into a non-recourse mortgage loan facility for up to $ 39.2 million (the "Citadel
Apartments Senior Mortgage"). Simultaneously, on October 6, 2021, the Company also entered into a non-recourse mortgage loan
facility for up to $ 9.8 million (the "Citadel Apartments Junior Mortgage" and together with the Citadel Apartments Senior
Mortgage, the "Citadel Apartments Mortgages").

 The
Citadel Apartments Mortgages were initially scheduled to mature on October 11, 2024, and had two one-year extension options, subject
to the satisfaction of certain conditions. The Citadel Apartments Mortgages are both collateralized by a 293-unit multifamily residential
property located in Houston, Texas (the "Citadel Apartments"), however, the Citadel Apartments Junior Mortgage is subordinate
to the Citadel Apartments Senior Mortgage.

to the terms of the Citadel Apartments Mortgages, the Company is required to enter into one or more interest rate cap contracts in the
aggregate notional amount of $ 49.0 million for as long as the Citadel Apartments Mortgages remain outstanding. On September 11,
2023, the Company entered into an interest rate cap contract with an unrelated financial institution at a cost of $ 0.9 million,
with a notional amount of $ 49.0 million, pursuant to which the SOFR rate was capped at 2.00%. This interest rate cap contract had
an effective date of October 11, 2023 and a maturity date of April 11, 2024. On March 13, 2024, the Company entered into
another interest rate cap contract with an unrelated financial institution at a cost of $ 0.8 million. This interest rate cap contract
had substantially similar terms as the interest rate cap contract that matured on April 11, 2024 and was effective from April 11,
2024 through its maturity on October 11, 2024.

 On
September 26, 2024, the maturity dates of the Citadel Apartments Mortgages were both extended from October 11, 2024 to October 11,
2026. In connection with these extensions, the Company made an aggregate principal paydown of $ 5.0 million, which reduced the outstanding
balances of the Citadel Apartments Senior Mortgage from $ 39.2 million to $ 35.2 million and the Citadel Apartments Junior Mortgage
from $ 9.8 million to $ 8.8 million.

 Additionally,
on October 10, 2024, the Company entered into another interest rate cap contract with an effective date of October 11, 2024, with an
unrelated financial institution at a cost of $ 0.5 million. This interest rate cap contract has a reduced notional amount of $ 44.0 million
(as a result of the aggregate principal paydown of $ 5.0 million made on September 26, 2024), matures on October 11, 2025 and
effectively caps SOFR at 3.00% during its term. Upon the expiration of this interest rate cap contract, the Company will be required
to purchase another interest rate cap contract at substantially similar terms if the Citadel Apartments Mortgages remain outstanding.

 BayVue

 On
July 7, 2021, the Company entered into a non-recourse mortgage loan facility for up to $ 52.2 million (the "BayVue Apartments
Mortgage"). The BayVue Apartments Mortgage, which initially was scheduled to mature on July 9, 2024, had two one-year extension
options, subject to the satisfaction of certain conditions, and is collateralized by a 368-unit multifamily residential property located
in Tampa, Florida (the "BayVue Apartments"). On July 8, 2024, the Company exercised the first extension option to extend
the maturity of the BayVue Apartments Mortgages to July 9, 2025.

to the terms of the BayVue Apartments Mortgage, the Company is required to enter into one or more interest rate cap contracts in the
aggregate notional amount of $ 52.2 million for as long as the BayVue Apartments Mortgage remains outstanding. On July 17, 2023,
the Company entered into an interest rate cap contract with an unrelated financial institution at a cost of $ 1.4 million, with a
notional amount of $ 52.2 million, pursuant to which the SOFR rate was capped at 2.50% through its maturity on July
15, 2024. On July 8, 2024, the Company entered into another interest rate cap contract with an unrelated financial institution at a cost
of $ 1.1 million. This interest rate cap contract has substantially similar terms as the interest rate cap contract that matured
on July 15, 2024 and is effective from July 15, 2024 through its maturity on July 15, 2025.

 As
of December 31, 2024, the outstanding principal balance and remaining availability under the BayVue Apartments Mortgage was $ 47.4 million
and $ 4.8 million, respectively. The remaining availability may be drawn for certain capital improvements to the property pursuant to
the loan agreement.

 F- 19

 Autumn
Breeze Apartments Mortgage

 On
March 31, 2020, the Company entered into a ten-year $ 29.9 million non-recourse mortgage loan (the "Autumn Breeze Apartments Mortgage")
scheduled to mature on April 1, 2030. The Autumn Breeze Apartments Mortgage bore interest at 3.39 % and required monthly interest-only
payments through June 30, 2023 and monthly principal and interest payments of approximately $ 0.1 million thereafter, through its stated
maturity. The Autumn Breeze Apartments Mortgage was collateralized by the Autumn Breeze Apartments, a 280-unit multifamily residential
property located in Noblesville, Indiana.

 As
previously discussed, in connection with the disposition of the Autumn
Breeze Apartments on February 27, 2025, the Autumn Breeze Apartments Mortgage
of $ 28.9 million was defeased at a cost of $ 28.0 million.

 Valley
Ranch Apartments Mortgage

 On
February 14, 2019, the Company entered into a seven-year $ 43.4 million non-recourse mortgage loan (the "Valley Ranch Apartments
Mortgage") scheduled to mature on March 1, 2026. The Valley Ranch Apartments Mortgage bears interest at 4.16 % and requires monthly
interest-only payments through its stated maturity. The Valley Ranch Apartments Mortgage is collateralized by a 384-unit multifamily
property located in Ann Arbor, Michigan (the "Valley Ranch Apartments").

 Arbor
Harbors Town Mortgage

 On
December 28, 2018, the Company entered into a seven-year $ 29.0 million non-recourse mortgage loan (the "Arbors Harbor Town Mortgage")
scheduled to mature on January 1, 2026. The Arbors Harbor Town Mortgage bears interest at 4.53 % and requires monthly interest payments
through its stated maturity with the entire unpaid balance due upon maturity. The Arbors Harbor Town Mortgage is collateralized by a
345-unit multifamily located in Memphis, Tennessee (the "Arbors Harbor Town").

 On
September 30, 2021, the Company entered into a non-recourse subordinated mortgage loan for $ 5.9 million (the "Arbors Harbor Town
Supplemental Mortgage") scheduled to mature on January 1, 2026. The Arbors Harbor Town Supplemental Mortgage requires monthly payments
of interest and principal of $ 26 through its maturity date and bears interest at 3.52 %. The Arbors Harbor Town Supplemental Mortgage
is collateralized with a subordinated interest in the Arbors Harbor Town.

 Axis
at Westmont Mortgage

 On
November 27, 2018, the Company assumed an existing non-recourse mortgage loan (the "Axis at Westmont Mortgage") in the amount
of $ 37.6 million. The Axis at Westmont Mortgage is collateralized by a 400-unit multifamily property located in Westmont, Illinois (the
"Axis at Westmont"), bears interest at a fixed annual rate of 4.39 % and required monthly interest only payments until March
1, 2021 and monthly principal and interest payments of $ 0.2 million thereafter. Any unpaid principal and interest is due on the maturity
date, February 1, 2026. The Company has the right to prepay the entire outstanding amount of the loan provided that if prepayment is
made prior to November 1, 2025, a prepayment premium is required.

 Parkside

 On
June 1, 2018, the Company entered into a seven-year $ 18.0 million non-recourse mortgage loan (the "Parkside Apartments Mortgage")
scheduled to mature on June 1, 2025. The Parkside Apartments Mortgage bears interest at 4.45 % and requires monthly interest and principal
payments pursuant to a 30 -year amortization schedule through its stated maturity with the entire unpaid balance due upon maturity. The
Parkside Apartments Mortgage is collateralized by a 240-unit multifamily residential property located in Sugar Land, Texas (the "Parkside
Apartments").

 F- 20

 Notes

and share amounts in thousands, except per share data and where indicated in millions)

 The
following table provides information with respect to the contractual maturities and scheduled principal repayments of the Company's
indebtedness as of December 31, 2024.

 2025

 2026

 2027

 2028

 2029

 Thereafter

 Total

 Principal maturities

 $
 64,755

 $
 156,877

 $

 $
 1,170

 $
 1,276

 $
 102,279

 $

 Less: deferred financing costs

 ( 3,843
)

 Total notes payable, net

 $
 323,168

 As
of December 31, 2024, the Company was in compliance with all of its financial covenants.

 Mortgage
Debt Maturities

 The
following discussion relates to the Company's current intentions with respect to its mortgage debt maturing over the next 12 months.

 The
Company's non-recourse mortgage loan collateralized by the Parkside Apartments (the "Parkside Apartments Mortgage")
(outstanding principal balance of $ 15.9 million as of December 31, 2024) is scheduled to mature on June 1, 2025. We currently intend
to refinance the Parkside Apartments Mortgage on or before its scheduled maturity date.

 Although
the BayVue Apartments Mortgage (outstanding principal balance of $ 47.4 million as of December 31, 2024) is currently scheduled to mature
on July 9, 2025, the Company currently intends to exercise the remaining one-year extension option to extend the maturity of the
BayVue Apartments Mortgage to July 9, 2026. If the Company extends the maturity of the BayVue Apartments Mortgage, it will be required
to enter into another interest rate cap contract at substantially similar terms as its interest rate cap contract that matures on July 15,
2025, pursuant to the terms of the BayVue Apartment Mortgage.

 The
Company's non-recourse mortgage loans collateralized by the Arbors Harbor Town (the "Arbors Harbor Town Mortgage" and
the "Arbors Harbor Town Supplemental Mortgage" and collectively the "Arbors Mortgages") (aggregate outstanding
principal balances of $ 34.5 million as of December 31, 2024) are scheduled to mature on January 1, 2026. We currently intend to
refinance the Arbors Mortgages on or before their scheduled maturity dates.

 The
Company's non-recourse mortgage loan collateralized by the Axis at Westmont (the "Axis at Westmont Mortgage") (outstanding
principal balance of $ 35.2 million as of December 31, 2024) is scheduled to mature on February 1, 2026. We currently intend to refinance
the Axis at Westmont Mortgage on or before its scheduled maturity date.

 The
Company's non-recourse mortgage loan collateralized by the Valley Ranch Apartments (the "Valley Ranch Apartments Mortgage")
(outstanding principal balance of $ 43.4 million as of December 31, 2024) is scheduled to mature on March 1, 2026. We currently intend
to refinance the Valley Ranch Apartments Mortgage on or before its scheduled maturity date.

 The
Company does not currently expect any issues in extending or refinancing its maturing indebtedness at favorable terms. However, if the
Company is unable to do so, it will consider to repaying the then outstanding balance with available cash and/or proceeds from selective
asset sales. The Company has no additional significant maturities of mortgage debt over the next 12 months.

 9.
Commitments and Contingencies

 Legal
Proceedings

 From
time to time in the ordinary course of business, the Company may become subject to legal proceedings, claims or disputes.

 As
of the date hereof, the Company is not a party to any material pending legal proceedings of which the outcome is probable or reasonably
possible to have a material adverse effect on its results of operations or financial condition, which would require accrual or disclosure
of the contingency and possible range of loss. Additionally, the Company has not recorded any loss contingencies related to legal proceedings
in which the potential loss is deemed to be remote.

 F- 21

 10.
Stockholders' Equity

 Capitalization

 As
of December 31, 2024, the Company's authorized capital was 350,000,000 Common Shares, 50,000,000 shares of preferred stock, and
 1,000 shares of convertible stock. All shares of such stock have a par value of $.0001 per share.

 As
of December 31, 2024, the Company had issued 18.9 million Common Shares, including 2.2 million Common Shares previously issued through
its distribution reinvestment plan, which was terminated on April 3, 2012. As of December 31, 2024, the Company had 1,000 shares of convertible
stock held by an affiliate of Lightstone.

 The
shares of convertible stock will be converted into Common Shares automatically if (1) the Company has made total distributions on
then outstanding Common Shares equal to the issue price of those Common Shares plus a 10% cumulative, non-compounded, annual return on
the issue price of those outstanding Common Shares, or (2) the Company lists its Common Shares for trading on a national securities
exchange if the sum of the prior distributions on then outstanding Common Shares plus the aggregate market value of the Common shares
(based on the 30-day average closing price) meets the same 10% performance threshold. In general, the convertible stock will convert
into Common Shares with a value equal to the lesser of (A) 20% of the excess of the Company's enterprise value plus the aggregate
value of distributions paid to date on then outstanding Common Shares over the aggregate issue price of those outstanding Common Shares
plus a 10% cumulative, non-compounded, annual return on the issue price of those outstanding Common Shares, or (B) 15% of the excess
of the Company's enterprise value plus the aggregate value of distributions paid to date on then outstanding Common Shares over
the aggregate issue price of those outstanding Common Shares plus a 6% cumulative, non-compounded, annual return on the issue price of
those outstanding Common Shares. At the date of issuance of the shares of convertible stock, the former management determined the fair
value under GAAP was less than the nominal value paid for the Common Shares; therefore, the difference was not material.

 The
timing of the conversion of any or all of the convertible stock may be deferred by Board of Directors if it determines that full conversion
may jeopardize its qualification as a REIT. Any such deferral will in no event otherwise alter the terms of the convertible stock, and
such stock shall be converted at the earliest date after the Board of Directors determines that such conversion will not jeopardize its
qualification as a REIT. The Board of Directors is authorized to amend the Company's charter, without the approval of the stockholders,
to increase the aggregate number of authorized shares of capital stock or the number of shares of any class or series that the Company
has the authority to issue.

 Distributions

 On September
27, 2024, the Company's Board of Directors declared a special cash distribution of $ 0.42 per Common Share payable to stockholders
of record as of September 30, 2024 (the "2024 Special Distribution"). The 2024 Special Distribution totaled $ 8.0 million,
which represented a portion of the net proceeds generated from asset sales, and was paid on or about October 15, 2024.

 On September
20, 2023, the Company's Board of Directors declared a special cash distribution of $ 0.11 per Common Share payable to stockholders
of record as of September 30, 2023 (the "2023 Special Distribution"). The 2023 Special Distribution totaled $ 2.2 million,
which represented of a portion of the net proceeds generated from asset sales, and was paid on or about October 16, 2023.

 Amended
SRP

 On
November 10, 2022, the Board of Directors adopted a Seventh Amended and Restated Share Redemption Program (the "Amended SRP"),
which became effective on January 1, 2023. Under the terms of the Amended SRP, any stockholder may request redemption of their Common
Shares, subject to the significant conditions and limitations of the program. Additionally, under the terms of the Amended SRP, the Company
will redeem Common Shares at 85% of its most recently published NAV per Share in effect as of the date the request for redemption is
approved.

 F- 22

 Pursuant to the terms of the Amended SRP, any Common Shares approved for redemption are redeemed on a periodic basis as determined by the Board of Directors, generally expected to be shortly after the end of each calendar quarterly period. However, the Company will not redeem, during any calendar year, more than 5 % of the number of Common Shares outstanding on last day of the previous calendar year (the "5% Limitation"). The cash available for redemption of Common Shares will be set by the Board of Directors not less often than annually (the "Funding Limitation" and, together with the 5% Limitation, the "Redemption Limitations"). The Board of Directors set the amount of cash available for redemption of Common Shares for both of the years ended December 31, 2024 and 2023 at $ 8.0 million, which was generally allocated $ 2.0 million for each calendar quarterly period. The Company may change the amount of the Redemption Limitations upon 10 business days' notice to its stockholders and will provide notice of any change to the Redemption Limitations by including such information in (a) a Current Report on Form 8-K or in its annual or quarterly reports, all publicly filed with the SEC or (b) a separate mailing to its stockholders.

 Redemption
requests will be honored pro rata among all requests received subject to the Redemption Limitations and will not be honored on a first
come, first served basis.

 The
Board of Directors reserves the right in its sole discretion at any time and from time to time, subject to any notice requirements described
in the Company's Amended SRP, to (i) reject any request for redemption of Common Shares, (ii) change the purchase price for redemption
of Common Shares, (iii) limit the funds to be used for redemption of Common Shares under the Amended SRP or otherwise change the Redemption
Limitations, or (iv) amend, suspend (in whole or in part) or terminate the Amended SRP.

the year ended December 31, 2024, the Company redeemed 613,116 Common Shares pursuant to the SRP at an average price of $ 13.05 per share.
During the year ended December 31, 2023, the Company redeemed 489,912 Common Shares, pursuant to the SRP at an average
price per share of $ 12.55.

 On March 20, 2025, the Board of Directors determined it would consider
the amount of cash available for redemption of Common Shares on a calendar quarterly basis throughout 2025. On the same date, the Board
of Directors approved that an amount up to $ 2.0 million will be made available for consideration of redemption requests for the first
calendar quarter of 2025.

 11.
Related Party Transactions

 Advisor
and Affiliates

 The
Company's business is externally managed by the Advisor, an affiliate of Lightstone which provides advisory services to the Company
and the Company has no employees. Lightstone is majority owned by David Lichtenstein, a member of the Board of Directors. Pursuant to
the terms of an advisory agreement and subject to the oversight of the Board of Directors, the Advisor is responsible for managing the
Company's day-to-day affairs and for services related to the management of the Company's assets.

 The
Company has agreements with the Advisor and its affiliates to pay certain fees and reimburse certain expenses in connection with services
performed and costs incurred by these entities and other related parties. The Company is dependent on the Advisor and its affiliates
for performing a full range of services that are essential to it, including asset management, property management, property management
oversight (for those of its properties which are managed by an unrelated third party property manager) and acquisition, disposition and
financing activities, and other general administrative responsibilities; such as tax, accounting, legal, IT and investor relations services.
If the Advisor and its affiliates are unable to provide these services to it, the Company would be required to provide the services itself
or obtain the services from other parties.

 The
advisory agreement has a one-year term and is renewable annually upon the mutual consent of the Advisor and the Company's independent
directors.

 F- 23

 The
following discussion describes the fees and expenses payable to the Advisor and affiliates under various agreements.

 Fees

 Acquisition -

 The Company pays the Advisor acquisition and advisory fees of 1.5 % of the amount paid in respect of the purchase, development, construction, or improvement of each asset the Company acquires, including any debt attributable to those assets.

 In addition, the Company pays acquisition and advisory fees of 1.5 % of the funds advanced in respect of a loan investment.

 The Company pays the Advisor an acquisition expense reimbursement in the amount of (i) 0.25 % of the funds paid for purchasing an asset, including any debt attributable to the asset, plus 0.25 % of the funds budgeted for development, construction, or improvement in the case of assets that the Company acquires and intends to develop, construct, or improve or (ii) 0.25 % of the funds advanced in respect of a loan investment.

 The Company pays third parties, or reimburses the Advisor or its affiliates, for any investment-related expenses due to third parties in the case of a completed investment, including, but not limited to, legal fees and expenses, travel and communication expenses, costs of appraisals, accounting fees and expenses, third-party brokerage or finder's fees, title insurance, premium expenses, and other closing costs.

 The Advisor and its affiliates are also responsible for paying all of the investment-related expenses that the Company pays or the Advisor or its affiliates incur that are due to third parties or related to the additional services provided by the Advisor as described above with respect to investments the Company does not make, other than certain non-refundable payments made in connection with any acquisition.

 Debt Financing -

 The Company pays the Advisor a debt financing fee of 1.0 % of the amount available under any loan or line of credit made available to it and pay directly all third-party costs associated with obtaining the debt financing. Generally, these fees are capitalized as a direct reduction to the applicable financing and amortized over its term.

 Property Management -

 The Company pays its property manager, which may be affiliate of the Advisor or unrelated third party property managers, fees for the management, leasing, and construction supervision of the Company's properties which is 4.0 % of gross revenues of the properties managed by the Company's property manager. The Company pays its Advisor an oversight fee equal to 0.5 % of the gross revenues of the property managed for any property for which the Company contracts directly with a third-party property manager. In no event will the Company's property manager or its affiliates receive both a property management fee and an oversight fee with respect to any particular property. In the event the Company owns a property through a joint venture that does not pay the Company's property manager directly for its services, the Company will pay its property manager a management fee or oversight fee, as applicable, based only on the Company's economic interest in the property.

 F- 24

 Construction Management -

 The Company pays its Advisor or property manager a construction management fee in an amount not to exceed 5 % of all hard construction costs incurred in connection with, but not limited to capital repairs and improvements, major building reconstruction and tenant improvements, if such affiliate supervises construction performed by or on behalf of the Company or its affiliates. The Company was not charged any construction management fees for the years ended December 31, 2024 and 2023.

 Asset Management -

 The Company pays the Advisor a monthly asset management fee of one-twelfth of 0.7 % of the value of each asset. The value of the Company's assets is generally determined in connection the at least annual determination and publication of the Company's estimated NAV per Share unless the asset was acquired after the publication of the Company's most recent estimated NAV per Share (in which case the value of the asset will be based on the contractual purchase price of the asset).

 Administrative Services Reimbursement -

 The Advisor is responsible for paying all of the expenses it incurs associated with persons employed by the Advisor to the extent that they provide services to the Company for which the Advisor receives an acquisition, asset management, or debt financing fee, including wages and benefits of the applicable personnel. Instead of reimbursing the Advisor for specific expenses paid or incurred in connection with providing services to the Company, the Company pays the Advisor an administrative services fee, which is an allocation of a portion of the actual costs that the Advisor paid or incurred providing these services to the Company (the "Administrative Services Reimbursement"). The Administrative Services Reimbursement is intended to reimburse the Advisor for all its costs associated with providing services to the Company.

 The Administrative Services Reimbursement is limited to the actual costs incurred or a 12-month period cap (the "Cap") as set forth in the agreement. For both of the years ended December 31, 2024 and 2023, the Administrative Services Reimbursement was limited to the Cap, which was $ 1.6 million.

 The Administrative Services Reimbursement is payable in quarterly installments within 45 days of the end of each calendar quarter. In addition, under the various advisory management agreements, the Company is to reimburse the Advisor for certain due diligence services provided in connection with asset acquisitions and dispositions and debt financings separately from the Administrative Services Reimbursement.

 Notwithstanding the fees and cost reimbursements payable to the Advisor pursuant to the Company's advisory management agreement, under the Company's charter the Company may not reimburse the Advisor for any amount by which the Company's operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of: (i) 2 % of the Company's average invested assets, or (ii) 25 % of the Company's net income determined without reduction for any additions to reserves for depreciation, bad debts, or other similar non-cash reserves and excluding any gain from the sale of the Company's assets for that period unless a majority of the Company's independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. For the four fiscal quarters ended December 31, 2024 and 2023, the Company's total operating expenses (including the asset management fee) did not exceed the limit on total operating expenses.

 The
following table represents the fees incurred associated with the payments to the Advisor for the periods indicated:

 For the Years Ended

 2024

 2023

 Acquisition fees and acquisition expense reimbursement
 (1)

 $
 1,116

 $

 Debt financing fees (2)

 Property management fees (property operating expenses)

 Administrative services reimbursement (general and administrative
 costs)

 1,591

 1,535

 Asset management fees (general and administrative costs)

 3,632

 3,584

 Total

 $
 7,313

 $
 6,779

 (1)
 Capitalized to the corresponding asset and amortized over its estimated useful life.

 (2)
 Capitalized upon the execution of the loan, presented in the consolidated balance sheets as a direct deduction from the carrying value of the corresponding loan and amortized over the initial term of the corresponding loan.

 F- 25

 EXHIBIT

 Exhibit No.

 Description

 3.1

 Third
 Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to Form 10-Q on November 14, 2012)

 3.2

 Articles
 of Amendment to Third Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to Form 8-K filed on July 24,
 2017)

 3.3

 Second
 Amendment to Third Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to Form 8-K filed on September 3,
 2021)

 3.4

 Third
 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Form 8-K filed on July 24, 2017)

 3.5

 Amendment
 to Third Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on September 3, 2021)

 4.1

 Statement
 regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and
 without charge to stockholders issued shares without certificates) (incorporated by reference to Exhibit 4.1 to Form 10-K
 filed on March 28, 2013)

 4.2

 Description
 of Registrant's Securities (incorporated by reference to Exhibit 4.2 to Form 10-K filed on March 25, 2021)

 10.1

 Advisory
 Agreement between the Registrant, Lightstone Value Plus REIT V OP, LLC, and LSG Development, LLC (incorporated by reference to Exhibit
 10.10 to Form 10-K filed on March 27, 2023)

 10.2

 Management and Leasing Agreement among the Registrant, Behringer Harvard Opportunity OP II LP, and LSG-BH II Property Manager LLC
 (incorporated by reference to Exhibit 10.10 to Form 10-K filed on March 16, 2017)

 21.1*

 List of Subsidiaries

 31.1*

 Rule 13a-14(a)/15d-14(a) Certification

 31.2*

 Rule 13a-14(a)/15d-14(a) Certification

 32.1*

 Section 1350 Certification**

 32.2*

 Section 1350 Certification**

 101*

 Language). The following financial information from Lightstone Value Plus REIT IV Inc. on Form 10-K for the year ended December 31,
 of Operations, (3) Consolidated Statements of Stockholders' Equity, (4) Consolidated Statements of Cash Flows, and
 (5) the Notes to the Consolidated Financial Statements.

 104*

 Cover

 *
 Filed
 or furnished herewith.

 **
 In
 accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed "filed"
 for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities
 of that section. Such certifications will not be deemed incorporated by reference into any
 filing under the Securities Act or the Exchange Act, except to the extent that the registrant
 specifically incorporates it by reference.

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