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

 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 333-117367

VALUE PLUS REIT I, INC.

 (Exact
Name of Registrant as Specified in Its Charter)

 Maryland

 20-1237795

 (State or other jurisdiction

 (I.R.S. Employer Identification No.)

 of incorporation or organization)

 1985 Cedar Bridge Avenue, Suite 1, Lakewood, NJ

 08701

 (Address of principal executive offices)

 (Zip code)

 Registrant's
telephone number, including area code: 732 - 367-0129

 Securities
registered under Section 12(b) of the Exchange Act:

 Title of
 Each Class

 Name
 of Each Exchange on Which Registered

 None

 None

 Securities
registered under Section 12(g) of the Exchange Act:

 None

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 shares. As of June 30, 2024, the last business day of the most recently completed
second quarter, there were 21.4 million shares of the registrant's common stock held by non-affiliates of the registrant. On March
17, 2025 the board of directors of the Registrant approved an estimated value per share of the Registrant's common stock of $10.96
per share (after allocations to the holder of subordinated profits interests in our operating partnership) derived from the estimated
value of the Registrant's assets less the estimated value of the Registrant's liabilities, divided by the number of shares
outstanding, all as of December 31, 2024. For a full description of the methodologies used to value the Registrant's assets and liabilities
in connection with the calculation of the estimated value per share, see Part II, Item 5, "Market for Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities - Market Information." As of March 15, 2025, there were
 21.2 million shares of common stock held by non-affiliates of the registrant.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

VALUE PLUS REIT I, 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.

 Financial Statements and Supplementary Data

 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

 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

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Signatures

 i

 Special
Note Regarding Forward-Looking Statements

 This
Annual Report on Form 10-K (the "Annual Report"), together with other statements and information publicly disseminated by
Lightstone Value Plus REIT I, Inc. ("Lightstone REIT I"), contains certain 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"). The Lightstone REIT intends such forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995
and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based
on certain assumptions and describe Lightstone REIT 's future plans, strategies and expectations, are generally identifiable by
use of the words "believe," "expect," "intend," "anticipate," "estimate,"
"project" or similar expressions. You should not rely on forward-looking statements since they involve known and unknown
risks, uncertainties and other factors, which are, in some cases, beyond Lightstone REIT's control and which could materially affect
actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include,
but are not limited to, (i) changes in market factors that could impact our rental rates and operating costs, (ii) financing risks,
such as the inability to obtain equity, debt, or other sources of financing on favorable terms, (iii) changes in governmental laws
and regulations, (iv) the level and volatility of interest rates and (v) the availability of suitable acquisition opportunities.
Accordingly, there is no assurance that Lightstone REIT's expectations will be realized.

 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/unit data, revenue per available room ("RevPAR"), average daily rate
("ADR") and where indicated in millions.

Description of Business and Structure

Value Plus REIT I, Inc. ("Lightstone REIT I"), is a Maryland corporation formed on June 8, 2004, which has elected to
be taxed and qualify as a real estate investment trust ("REIT") for United States ("U.S.") federal income tax
purposes. Lightstone REIT I was formed primarily for the purpose of engaging in the business of investing in and owning commercial and
multifamily residential real estate properties and making other real estate-related investments located throughout the U.S.

REIT I is structured as an umbrella partnership REIT, or UPREIT, and substantially all of our current and future business is and will
be conducted through Lightstone Value Plus REIT, L.P. (the "Operating Partnership"), a Delaware limited partnership formed
on July 12, 2004. As of December 31, 2024, Lightstone REIT I held a 98% general partnership interest in the Operating Partnership's
common units ("Common Units").

REIT I, together with the Operating Partnership and its subsidiaries are collectively referred to as the "Company" and the
use of "we," "our," "us" or similar pronouns refers to Lightstone REIT I, its Operating Partnership
or the Company as required by the context in which such pronoun is used.

 Through
our Operating Partnership, we own, operate and develop commercial and multifamily residential properties and make other real estate-related
investments, principally in the U.S. Our real estate investments are held by us alone or jointly with other parties. We may also originate
or acquire mortgage loans secured by real estate. Although most of our investments are of these types, we may invest in whatever types
of real estate or real estate-related investments that we believe are in our best interests. Since our inception, we have owned and managed
various commercial and multifamily residential properties located throughout the U.S. We evaluate all of our real estate investments
as one operating segment. We currently intend to hold our real estate investments until such time as we determine 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.

 As
of December 31, 2024, we (i) have ownership interests in and consolidate two operating properties and two development projects and (ii)
have ownership interests through two unconsolidated joint ventures in a portfolio of nine multifamily residential properties (the "Columbus
Portfolio") located in the Columbus, Ohio metropolitan area and a portfolio of five limited-service hotel properties (the "Hotel
JV Portfolio").

 With
respect to our consolidated operating properties, we wholly own a 303-room Marriott branded hotel (the "Lower East Side Moxy Hotel"),
located in the Lower East Side neighborhood in the Manhattan borough of New York City, which we developed, constructed and opened on
October 27, 2022 and have a 59.2% majority ownership interest in 50-01 2 nd Street Associates LLC (the "2 nd Street
Joint Venture"), a joint venture between us and a related party, which developed, constructed and owns a 199-unit luxury multifamily
residential property ("Gantry Park Landing"), located in the Long Island City neighborhood in the Queens borough of New York
City.

 With
respect to our consolidated development projects, we wholly own three land parcels located at 355 & 399 Exterior Street in the Mott
Haven neighborhood in the Bronx borough of New York City, which we acquired for the development of a mixed-use multifamily residential
and commercial retail project (the "Exterior Street Project") and we have a 50% joint venture ownership interest in LSC 1543
7th LLC (the "Santa Monica Joint Venture"), a joint venture between us and a related party, which owns certain land parcels
located in Santa Monica, California on which a multifamily residential project (the "Santa Monica Project") has been proposed.

 With
respect to our unconsolidated properties, we hold a 19% joint venture ownership interest in Columbus Portfolio Member LLC (the "Columbus
Joint Venture"), which owns the Columbus Portfolio and we hold a 2.5% joint venture ownership interest in LVP Holdco JV LLC (the
"Hotel Joint Venture"), which owns the Hotel JV Portfolio. We account for our 19% joint venture ownership interest in the
Columbus Joint Venture under the equity method of accounting and we account for our 2.5% joint venture ownership interest in the Hotel
Joint Venture using a measurement alternative pursuant to which our investment is measured at cost, adjusted for observable price changes
and impairments, if any. Both the Columbus Joint Venture and the Hotel Joint Venture are between us and related parties.

 Our
advisor is Lightstone Value Plus REIT, LLC (the "Advisor"), which is majority owned by David Lichtenstein. On July 6,
2004, the Advisor contributed $2 to the Operating Partnership in exchange for 200 Common Units. Our Advisor also owns 20,000 shares
of our common stock ("Common Shares") which were issued on July 6, 2004 for $200, or $10.00 per share. Mr. Lichtenstein
also is the majority owner of the equity interests of The Lightstone Group, LLC (the "Sponsor"), which served as our sponsor
during our initial public offering (the "Offering"), which terminated on October 10, 2008. Our Advisor, pursuant to
the terms of an advisory agreement, together with our board of directors (the "Board of Directors"), is primarily responsible
for making investment decisions on our behalf and managing our day-to-day operations. Through his ownership and control of the Sponsor,
Mr. Lichtenstein is the indirect owner and manager of Lightstone SLP, LLC, a Delaware limited liability company, which owns an aggregate
of $30.0 million of special general partner interests ("SLP Units") in the Operating Partnership, which were purchased,
at a cost of $100,000 per unit in connection with our Offering. Mr. Lichtenstein also acts as our Chairman and Chief Executive Officer.
As a result, he exerts influence over but does not control Lightstone REIT I or the Operating Partnership.

 We
have no employees. We are dependent on the Advisor and certain affiliates of our Sponsor for performing a full range of services that
are essential to us, including asset management, property management (excluding our hospitality property, which is managed by unrelated
third-party property managers) and acquisition, disposition and financing activities, and other general administrative responsibilities;
such as tax, accounting, legal information technology and investor relations. If the Advisor and certain affiliates of our Sponsor are
unable to provide these services to us, we would be required to provide the services ourselves or obtain the services from other parties.

 Our
Common Shares are not currently listed on a national securities exchange. We may seek to list our Common Shares for trading on a national
securities exchange only if a majority of our independent directors believe listing them would be in the best interest of our stockholders.
However, we do not intend to list our Common Shares at this time. We do not anticipate that there would be any active market for our
Common Shares until they are listed for trading.

Interests

 Partners
of Operating Partnership

 On
July 6, 2004, the Advisor contributed $2 to the Operating Partnership in exchange for 200 Common Units. The Advisor has the right
to convert the Common Units into cash or, at our option, an equal number of Common Shares.

 In
connection with the Offering, Lightstone SLP, LLC, an affiliate of the Advisor, purchased an aggregate of $30.0 million of SLP Units
in the Operating Partnership at a cost of $100,000 per unit. As the majority owner of the SLP Units, Mr. Lichtenstein is the beneficial
owner of a 99% interest in such SLP Units and thus receives an indirect benefit from any distributions made in respect thereof. These
SLP Units may be entitled to a portion of any regular and liquidation distributions that we make to our stockholders, but only after
our stockholders have received a stated preferred return.

 In
addition, an aggregate of 497,209 Common Units were issued to other unrelated parties during the years ended December 31, 2008 and
2009 and remain outstanding as of December 31, 2024.

 Other
Noncontrolling Interests in Consolidated Subsidiaries

 Other
noncontrolling interests in consolidated subsidiaries include the joint venture ownership interests held by either the Sponsor or its
affiliates in (i) Pro-DFJV Holdings LLC ("PRO") through its liquidation on December 26, 2024, (ii) the 2 nd Street
Joint Venture and (iii) the Santa Monica Joint Venture. PRO's holdings principally consisted of common units of Simon Property
Group, L.P., the operating partnership of Simon Property Group, Inc., a public REIT that is an owner and operator of shopping malls and
outlet centers, the 2 nd Street Joint Venture owns Gantry Park Landing and the Santa Monica Joint Venture owns the Santa Monica
Project.

 Related
Parties

 Our
Sponsor, Advisor and their affiliates, including Lightstone SLP, LLC, are related parties of ours as well as other public REITs also
sponsored and/or advised by these entities. Pursuant to the terms of various agreements, certain of these entities are entitled to compensation
and reimbursement of costs incurred for services related to the investment, development, management and disposition of our assets. The
compensation is generally based on the cost of acquired properties/investments and the annual revenue earned from such properties/investments,
and other such fees and expense reimbursements as outlined in each of the respective agreements.

 Primary
Investment Objectives

 Our
primary objective is to achieve capital appreciation with a secondary objective of income without subjecting principal to undue risk.
We expect to achieve these objectives through investments in real estate properties and by making other real-estate-related investments.

 Acquisition
and Investment Strategy and Policies

 We
have and expect to continue to invest in commercial and multifamily residential properties, such as office, industrial, retail, hospitality
and multifamily residential apartments, and make other real estate-related investments such as through preferred investments or the origination
of mortgage and mezzanine loans. Our investments may be made through the acquisition of or the development and construction of properties.

 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.

 We
have not and do not intend to make significant investments in single family residential properties; leisure home sites; farms; ranches;
timberlands; unimproved properties not intended to be developed; or mining properties.

 Not
more than 10% of our total assets may be invested in unimproved real property. For purposes of this paragraph, "unimproved real
properties" does not include properties acquired for the purpose of producing rental or other operating income, properties currently
under construction and properties for which development or construction is planned within one year. Additionally, we do not invest in
contracts for the sale of real estate unless in recordable form and appropriately recorded.

 Although
we are not limited as to the geographic area where we may conduct our operations, we have invested and may continue to invest in properties
located near the existing operations of our Sponsor, in order to achieve economies of scale where possible.

 Financing
Strategy and Policies

 We
utilize leverage when acquiring and developing our properties. The number of different properties we acquire are affected by numerous
factors, including, the amount of funds available to us. When interest rates on loans are high or financing is otherwise unavailable
on terms that are satisfactory to us, we may purchase certain properties for cash with the intention of obtaining a loan for a portion
of the purchase price or development costs at a later time. However, we have and intend to continue to limit our aggregate long-term
permanent borrowings to 75% of the aggregate fair market value of all properties unless any excess borrowing is approved by a majority
of the independent directors and is disclosed to our stockholders.

 Our
charter provides that the aggregate amount of borrowing, both secured and unsecured, may not exceed 300% of net assets in the absence
of a justification showing that a higher level is appropriate, the approval of the Board of Directors and disclosure to stockholders.
Net assets means our total assets, other than intangibles, at cost before deducting depreciation or other non-cash reserves less our
total liabilities, calculated at least quarterly on a basis consistently applied. Any excess in borrowing over such 300% of net assets
level must be approved by a majority of our independent directors and disclosed to our stockholders in our next quarterly report to stockholders,
along with justification for such excess. As of December 31, 2024, our total borrowings represented 133% of net assets.

 We
have financed our property acquisitions and development activities through a variety of means, including but not limited to individual
non-recourse mortgages and through the exchange of an interest in the property for limited partnership units of the Operating Partnership.
Generally, though not exclusively, we intend to seek to finance our investments with debt which will be on a non-recourse basis. However,
we may, secure recourse financing or provide a guarantee to lenders, if we believe this may result in more favorable terms.

 Tax
Status and Income Taxes

 We
elected to be taxed and qualify as a REIT, commencing with the taxable year ended December 31, 2005. If we remain qualified 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., ("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 regular corporate rates, 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 engage in certain activities through a taxable REIT subsidiary ("TRS"), including
when we acquire or develop and construct a hotel we usually establish a new TRS and enter into an operating lease agreement for the hotel.
As such, we are subject to U.S. federal and state income taxes 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 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 from operations and our financial condition.

 Competition

 The
commercial and multifamily residential real estate markets are highly competitive. We compete in markets with other owners and operators
of such properties. The continued development of any new properties would further intensify the competition among owners and operators
of these types of real estate in many market areas in which we either operate or intend to operate. We compete based on a number of factors
that include location, rental rates, security, suitability of the property's design to prospective tenants' needs and the
manner in which the property is maintained, operated and marketed. The number of competing properties in a particular market could have
a material effect on our occupancy levels, rental rates and on the operating expenses of certain of our properties.

 In
addition, we compete with other entities engaged in real estate investment activities to locate suitable properties to acquire and/or
develop and also to locate tenants and purchasers for our properties. These competitors include other REITs, specialty finance companies,
savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking
firms, lenders, governmental bodies and other entities. There also may be other REITs with asset acquisition objectives similar to ours
that may be organized in the future. Some of these competitors, including larger REITs, have substantially greater marketing and financial
resources than we have and generally may be able to accept more risk than we can prudently manage, including risks with respect to the
creditworthiness of tenants. In addition, these same entities seek financing through similar channels to those sought by us. Therefore,
we compete for institutional investors in a market where funds for real estate investment may decrease.

 Competition
from these and other third-party real estate investors may limit the number of suitable investment opportunities available to us. It
may also result in higher prices, lower yields and a narrower spread of yields over our borrowing costs, making it more difficult for
us to acquire new investments on attractive terms.

we are organized as an UPREIT, we believe we are well positioned within the industries in which we operate to offer existing property
owners the potential opportunity to contribute their properties to us in certain tax-deferred transactions using our Operating Partnership's
Common Units as transactional currency. As a result, we may have a competitive advantage over certain of our competitors that are structured
as traditional REITs and non-REITs in pursuing acquisitions with tax-sensitive sellers.

 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 or will obtain 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, or on properties that may be acquired or developed
in the future.

 Available
Information

 We
electronically file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those
reports, and proxy statements, with the U.S. Securities and Exchange Commission (the "SEC"). Stockholders may obtain copies
of our filings with the SEC, free of charge, from the website maintained by the SEC at  or at the SEC's Public Reference
Room at 100 F. Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. Our office is located at 1985 Cedar Bridge Avenue, Lakewood, NJ 08701. Our telephone number is
(732) 367-0129. Our website is www.lightstonecapitalmarkets.com.

 ITEM
1B. UNRESOLVED STAFF COMMENTS:

 None
applicable.

 ITEM
1C. CYBERSECURITY:

 We
have no employees. Our business is externally managed by the Advisor, an affiliate of the Sponsor. We are dependent on the Advisor and
affiliates of our Sponsor (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 property, which is managed by unrelated third
party property managers) 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 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 our 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's 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:

 As
of December 31, 2024, we (i) have ownership interests in and consolidate two operating properties (Lower East Side Moxy Hotel and Gantry
Park Landing) and two development projects (Exterior Street Project and Santa Monica Project) and (ii) have ownership interests through
two unconsolidated joint ventures (Columbus Joint Venture and Hotel Joint Venture) in the Columbus Portfolio, a portfolio consisting
of nine multifamily residential properties, and the Hotel JV Portfolio, a portfolio consisting of five limited service hotel properties.

 Consolidated
Properties

 Lower
East Side Moxy Hotel

 We
wholly own the Lower East Side Moxy Hotel, a 303-room Marriott branded hotel located in the Lower East Side neighborhood in the Manhattan
borough of New York City, which we developed, constructed and opened on October 27, 2022. The following table contains certain information
for the Lower East Side Moxy Hotel for the date indicated.

 Location

 Year
 Built

 Year
 to Date

Available Rooms

 Percentage

Occupied

for the Year Ended

2024

 RevPAR (1)

 for the

Year Ended

2024

 ADR (2)

 for the Year

Ended

 2024

 Lower
 East Side Moxy Hotel

 Manhattan,
 New York

 2022

 110,898

 %

 $
 266.00

 $
 289.86

 Notes:

 (1)
- Revenue per Available Room.

 (2)
- Average Daily Rate.

 Gantry
Park Landing

 We
have a 59.2% majority ownership interest in the 2 nd Street Joint Venture, which developed, constructed and owns Gantry Park
Landing, a 199-unit luxury, multifamily residential property, located in the Long Island City neighborhood in the Queens borough of New
York City. The 2 nd Street Joint Venture is between us and an affiliate of the Sponsor, which is a related party. We consolidate
the 2 nd Street Venture and account for the other member's ownership interest as a noncontrolling interest in our consolidated
financial statements. The following table contains certain information for Gantry Park Landing as of the dates indicated.

Location

Year Built

Leasable Units

 Percentage Occupied

as of

 2024

based on rents

as of

2024

 Annualized Revenue

per Unit

as of

 2024

 Gantry Park Landing

 Queens, New York

 2013

 %

 $

 10.4 million

 $

 54,204

 Annualized
revenue is defined as the minimum monthly payments due as of December 31, 2024 annualized.

 Development
Projects

Street Project

 We
wholly own the Exterior Street Project, a proposed mixed-use multifamily residential and commercial retail project. In February 2019,
we, through subsidiaries of the Operating Partnership, acquired two adjacent parcels of land located at 355 and 399 Exterior Street in
the Mott Haven neighborhood in the Bronx borough of New York City from unaffiliated third parties for an aggregate purchase price of
$59.0 million, excluding closing and other acquisition related costs. In September 2021, we subsequently acquired an additional adjacent
parcel of land at cost from an affiliate of our Advisor for $1.0 million in order to achieve certain zoning compliance. We acquired these
three land parcels for the proposed development of the Exterior Street Project.

the year ended December 31, 2023, interest of $1.5 million was capitalized to the Exterior Street Project.

the second quarter of 2023, we decided to temporarily pause active development activities associated with the Exterior Street Project,
due to prevailing unfavorable economic and local market conditions and regulations, and therefore, ceased capitalization of interest
and other carrying costs.

 As
of December 31, 2023, the carrying value of the Exterior Street Project was $95.7 million, which was included in development projects
on the consolidated balance sheet.

Charge and Held for Sale

of continuing unfavorable economic and local market conditions, we determined during the third quarter of 2024 we would no longer pursue
the development of the Exterior Street Project, but rather pursue other strategies with respect to it, including a sale. As a result
of this change in strategy; we determined the carrying value of the Exterior Street Project was no longer fully recoverable and therefore,
recorded a non-cash impairment charge of $16.6 million, (included in impairment charges on our consolidated statement of operations)
during the third quarter of 2024 in order to reduce the carrying value of the Exterior Street Project to its estimated fair value of
$78.8 million as of September 30, 2024. In estimating the fair value of the Exterior Street Project, we took into consideration a bona
fide third-party offer obtained by an independent third-party broker less estimated disposal costs.

the fourth quarter of 2024, we entered into a purchase and sale agreement (the "Exterior Street Project Agreement") with
an unrelated third party pursuant to which we expect to sell the Exterior Street Project, subject to certain conditions, at a contractual
sales price of $84.0 million. Pursuant to the terms of the Exterior Street Project Agreement, we received a deposit of $2.5 million.
The Company expects to dispose of the Exterior Street Project within the second quarter of 2025, pursuant to the terms of the Exterior
Street Project Agreement, however, there can be no assurance that the sale of the Exterior Street Project will be consummated. Additionally,
during the fourth quarter of 2024 the Exterior Street Project met the criteria to be classified as held for sale and therefore, its associated
assets and liabilities are classified as held for sale in the consolidated balance sheets as of December 31, 2024. As of December 31,
2024, the carrying value of the Exterior Street Project was $78.8 million, which is included in assets held for sale on the consolidated
balance sheet.

 Santa

 We
have a 50% joint venture ownership interest in the Santa Monica Joint Venture. The Santa Monica Joint Venture is between us and an affiliate
of the Sponsor, a related party. We consolidate the Santa Monica Joint Venture and account for the other member's ownership interest
as a noncontrolling interest in our consolidated financial statements. In March 2022, the Santa Monica Joint Venture originated a $49.0
million promissory note (the "Santa Monica Note Receivable") to a borrower (the "Santa Monica Borrower"), which
was collateralized by two development projects located in Santa Monica, California. The Santa Monica Note Receivable bore interest at
SOFR + 7.00%, subject to a 7.15% floor.

the first quarter of 2023, the Santa Monica Joint Venture received a partial principal paydown of $14.0 million on the Santa Monica Note
Receivable in exchange for the release of one of the development projects, which had been completed, from the underlying collateral pool.
As a result, the remaining outstanding principal balance of the Santa Monica Note Receivable of $35.0 million was secured solely by the
Santa Monica Project, which consists of a proposed multifamily residential project on land parcels located in Santa Monica, California.

 Due
to financial difficulties, during the second quarter of 2023 the Santa Monica Borrower discontinued making monthly interest payments
on the Santa Monica Note Receivable, which subsequently matured on August 31, 2023. On December 29, 2023, ownership of the Santa Monica
Project was transferred to the Santa Monica Joint Venture via a deed in lieu of foreclosure transaction. In connection with the transfer,
the aggregate outstanding principal and accrued interest for the Santa Monica Note Receivable of $36.7 million, which approximated the
fair value of the Santa Monica Project at that time, was reclassified from notes receivable, net to development projects on the consolidated
balance sheets.

Charge

 Subsequent
to obtaining ownership of the Santa Monica Project, the Santa Monica Joint Venture decided to continue certain pre-development activities,
which had already been started by the former owner. However, during the third quarter of 2024, the Santa Monica Joint Venture decided
to no longer pursue development of the Santa Monica Project, but rather pursue various other strategies with respect to it, including
a sale or the potential transfer of ownership to the lender, which had provided a non-recourse mortgage loan (the "Santa Monica
Loan"), collateralized by the Santa Monica Project. As a result of this change in strategy, the Santa Monica Joint Venture determined
the carrying value of the Santa Monica Project was no longer fully recoverable and therefore, recorded a non-cash impairment charge of
$17.7 million (which is included in impairment charges on our consolidated statement of operations) during the third quarter of 2024,
in order to reduce the carrying value of the Santa Monica Project to its then estimated fair value of $19.0 million. In estimating the
fair value of the Santa Monica Project, the Santa Monica Joint Venture used the value provided by an independent, third-party commercial
real estate advisory and services firm.

 On
October 15, 2024 the Santa Monica Loan matured and it was not repaid, which constitutes an event of default and therefore, the loan became
due on demand. On October 30, 2024, the lender issued a formal notice of default and on October 31, 2024, the Santa Monica Joint Venture
notified the lender of its intent to transfer ownership of the underlying collateral, the Santa Monica Project, to the lender via
a deed-in-lieu of foreclosure transaction.

 As
of December 31, 2024 and 2023, the carrying value of the Santa Monica Project was $19.0 million and $36.7 million, respectively, which
is included in development projects on the consolidated balance sheets.

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

 Unconsolidated
Properties

 Columbus
Joint Venture

 We
hold a 19% joint venture ownership interest in the Columbus Joint Venture, which owns the Columbus Portfolio, a portfolio of nine multifamily
residential properties consisting of 2,564 units located in the Columbus, Ohio metropolitan area. We account for our 19% joint venture
ownership interest in the Columbus Joint Venture under the equity method of accounting. The Columbus Joint Venture is between us and
two affiliates of the Sponsor, which are related parties. The following table contains certain information for the Columbus Portfolio
as of the date indicated.

 Percentage Occupied as of

 Annualized Revenues based on rents as of

 Annualized Revenue per Unit as of

 Location

 Year Built

 Leasable Units

 Columbus Portfolio

 Columbus, Ohio

 2004

 2,564

 %

 $
 43.9 million

 $
 18,649

 Annualized
revenues is defined as the minimum monthly payments due as of December 31, 2024 annualized.

 Hotel
Joint Venture

 We
hold a 2.5% joint venture ownership interest in the Hotel Joint Venture, which owns the Hotel JV Portfolio, a portfolio of five
limited-service hotels. We account for our 2.5% joint venture ownership interest using a measurement alternative pursuant to which our
investment is measured at cost, adjusted for observable price changes and impairments, if any. The Hotel Joint Venture is between us
and Lightstone Value Plus REIT II, Inc., a related party REIT also sponsored by the Sponsor.

 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
on improvements placed in service 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.

 Various
claims have been asserted against the 2 nd Street Joint Venture, including that the rents at Gantry Park Landing have
been in excess of the lawfully allowable amounts. While any dispute has an element of uncertainty, the 2 nd Street Joint
Venture currently believes that the likelihood of an unfavorable outcome with respect to these matters is remote and therefore, no provision
for loss has been recorded in connection therewith.

 Other
the aforementioned matter, 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 its results of operations or financial condition, which would require accrual or disclosure
of the contingency and possible range of loss.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART II.

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

 Shareholder
Information

 As
of March 15, 2025, Lightstone Value Plus REIT I, Inc. ("Lightstone REIT I") had 21.2 million of its shares of common
stock (the "Common Shares") outstanding, held by a total of 5,864 stockholders. The number of stockholders is based on the
records of DST Systems Inc., which serves as our registrar and transfer agent.

 Market
Information

 Our
Common Shares are not currently listed on a national securities exchange. We may seek to list our Common Shares for trading on a national
securities exchange only if a majority of our independent directors believe listing them would be in the best interest of our stockholders.
However, we do not intend to list our Common Shares at this time. We do not anticipate that there would be any active market for our
Common Shares until they are listed for trading.

 Estimated
Net Asset Value ("NAV") and NAV per Common Share ("NAV per Share")

 On
March 17, 2025, our board of directors (the "Board of Directors") determined and approved our estimated NAV of $267.4 million
and resulting NAV per Share of $10.96. Our estimated NAV and resulting NAV per Share is after allocations of value to the special general
partner interests ("SLP Units") in Lightstone REIT I, L.P. (the "Operating Partnership"), held by Lightstone
SLP, LLC, an affiliate of Lightstone Value Plus REIT, LLC (the "Advisor"), an affiliate of The Lightstone Group LLC (the
"Sponsor") which served as our sponsor during our initial public offering (the "Offering"), which terminated
on October 28, 2008. The estimated NAV and resulting estimated NAV per Share assumes a liquidation event as of December 31, 2024. From
our inception through the termination of our Offering, Lightstone SLP, LLC contributed aggregate cash of $30.0 million in exchange for
an aggregate of 300 SLP Units, at a cost of $100,000 per unit. The purchase price of the SLP Units will be only be repaid after stockholders
receive a stated preferred return and their net investment. Our estimated NAV and resulting NAV per Share are based upon the estimated
fair values of our assets and liabilities as of December 31, 2024 and are effective as of March 17, 2025.

 Our
estimated NAV and resulting NAV per Share was calculated as of a particular point in time. Accordingly, our estimated NAV and resulting
NAV per Share will fluctuate over time in response to developments related to individual assets in the portfolio and the management of
those assets and in response to the real estate and finance 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 our Advisor which provides advisory services to us as 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 Common Shares
are approved for listing on a national securities exchange. Our Board of Directors have and will continue to review and approve each
estimate of our NAV and resulting NAV per Share.

 Our
estimated NAV and resulting NAV per Share as of December 31, 2024 were calculated with both the assistance of our Advisor and Robert
A. Stanger & Co, Inc. ("Stanger"), an independent third-party valuation firm engaged by us to assist with the valuation
of our assets, liabilities, other noncontrolling interests and allocation of value to the SLP Units. Our Advisor recommended and our
Board of Directors established the estimated NAV and resulting NAV per Share as of December 31, 2024 based upon the analysis and reports
provided by our Advisor and Stanger. The process for estimating the value of our assets, liabilities, other noncontrolling interests
and any allocation of value to the SLP Units, is performed in accordance with the provisions of the Investment Program Association Practice
Guideline 2013-01, "Valuations of Publicly Registered Non-Listed REITs." We believe that our valuations were developed in
a manner reasonably designed to ensure their reliability.

 The
engagement of Stanger with respect to our estimated NAV and resulting NAV per Share as of December 31, 2024 was approved by our Board
of Directors, including all of our independent directors. Stanger has extensive experience in conducting asset valuations, including
valuations of commercial real estate, debt, properties and real estate-related investments.

 Stanger's
opinion was subject to various limitations. In forming its opinion, Stanger relied on certain information provided by our Advisor and
third parties without independent verification. Our Advisor also provided Stanger with certain information regarding lease terms and
the physical condition and capital expenditure requirements of each of our investment properties. Stanger 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.

 As
of December 31, 2024, we have ownership interests in 13 investment properties, of which four are consolidated and nine are unconsolidated
and accounted for under the equity method of accounting. We also have an 2.5% joint venture ownership interest in LVP Holdco JV LLC (the
"Hotel Joint Venture"), which owns a portfolio of five limited service hotels (the Hotel JV Portfolio"), for which
we account for our ownership interest using a measurement alternative pursuant to which our investment is measured at cost, adjusted
for observable price changes and impairments, if any.

 With respect to our estimated NAV and resulting
NAV per Share as of December 31, 2024, Stanger prepared an appraisal report summarizing key inputs and assumptions, for one of our two
wholly owned and consolidated properties consisting of a 303-room Marriott branded hotel (the "Lower East Side Moxy Hotel")
located in the Lower East Side neighborhood of the Manhattan borough in New York City, which we developed, constructed and opened for
business on October 27, 2022. Ten of the twelve other properties were appraised by other independent third-party valuation firms and not
by Stanger while our Advisor provided an opinion of value for the remaining two properties.

 The
ten properties appraised by other independent third party valuation firms consist of (i) a 199-unit luxury, multifamily residential property
("Gantry Park Landing") located in the Long Island City neighborhood of the Queens borough of New York City, which was developed,
constructed and is owned by 50-01 2 nd Street Associates LLC (the "2 nd Street Joint Venture"), a joint
venture between us and a related party, in which we have a 59.2% majority ownership interest that we consolidate and (ii) a portfolio
of nine multifamily residential properties (the "Columbus Portfolio") located in the Columbus, Ohio metropolitan area which
are owned by Columbus Portfolio Member LLC (the "Columbus Joint Venture"), a joint venture between us and related parties,
in which we have a 19% ownership interest that we account for under the equity method of accounting.

 The
remaining two properties valued by our Advisor consist of (i) three land parcels located at 355 & 399 Exterior Street in the Mott
haven neighborhood in the Bronx borough of New York City, which we acquired for the development of a mixed-use multifamily residential
and commercial retail project (the "Exterior Street Project"), which we wholly own and consolidate and (ii) certain land
parcels located in Santa Monica, California, on which a multifamily residential project (the "Santa Monica Project") has
been proposed, which is owned by LSC 1543 7th LLC (the "Santa Monica Joint Venture"), a joint venture between us and a related
party, in which we have a 50% ownership interest that we consolidate.

also prepared a NAV report (the "December 2024 NAV Report"), which summarized the values of our ownership interests in the
13 investment properties, investment in related parties, non-real estate assets, liabilities, other noncontrolling interests and the
allocation of value to the SLP Units which was used to calculate our estimated NAV and resulting NAV per Share, all as of December 31,
2024. The values of our ownership interests in real estate properties were based upon the appraisal report for the Lower East Side Moxy
Hotel prepared by Stanger, the appraisal reports prepared by other independent third-party valuation firms for 10 of the 12 properties
not appraised by Stanger and the values determined by our Advisor for the Exterior Street Project and the Santa Monica Project. The values
of our non-real estate assets, liabilities, other noncontrolling interests and allocation of value to the SLP Units were based upon (i)
Stanger's estimated values for the allocation of value to the SLP Units and (ii) our Advisor's estimated opinion of value
for our cash and cash equivalents, investment in related parties, marketable securities, prepaid expenses, restricted cash and other
assets, mortgage notes payable, other liabilities and other noncontrolling interests.

 The
table below sets forth the calculation of our estimated NAV and resulting NAV per Share as of December 31, 2024, as well as the comparable
calculation as of December 31, 2023. Certain amounts are reflected net of noncontrolling interests, as applicable.

 As of December 31, 2024

 As of December 31, 2023

 Value

 Per Share

 Value

 Per Share

 Net Assets:

 Investment properties

 $
 334,102

 $
 15.36

 $
 468,343

 $
 21.21

 Non-Real Estate Assets:

 Cash and cash equivalents

 26,076

 9,495

 Investment in unconsolidated affiliated entities

 20,165

 21,147

 Investments in related parties

 Marketable securities

 40,180

 34,315

 Assets held for sale

 80,592

 -

 Other assets

 10,543

 11,900

 Total non-real estate assets

 178,337

 8.20

 77,558

 3.51

 Total Assets

 512,439

 23.56

 545,901

 24.72

 Liabilities:

 Mortgage notes payable

 (187,573
)

 (227,556
)

 Liabilities held for sale

 (42,866
)

 Other liabilities

 (14,591
)

 (14,513
)

 Total liabilities

 (245,030
)

 (11.27
)

 (242,069
)

 (10.96
)

 Other noncontrolling interests

 -

 -

 -

 -

 Net Asset Value before Allocations to SLP Units

 267,409

 12.29

 303,832

 13.76

 Allocations to SLP Units

 (28,935
)

 (1.33
)

 (44,911
)

 (2.03
)

 Net Asset Value

 $
 238,474

 $
 10.96

 $
 258,921

 $
 11.73

 Shares of Common Stock Outstanding (1)

 21,754

 22,078

 Note:

 (1)

 Includes
 0.5 million Common Shares assuming the conversion of an equal number of common units ("Common Units") in the Operating
 Partnership.

 Use
of Independent Valuation Firm:

 As
discussed above, our Advisor is responsible for calculating our estimated NAV and resulting NAV per Share. In connection with determining
our estimated NAV and resulting NAV per Share, our Advisor may rely on the material assistance or confirmation of a third-party valuation
expert or service. In this regard, Stanger was selected by our Board of Directors to assist our Advisor in the calculation of our estimated
NAV and resulting NAV per Share as of December 31, 2024. Stanger's service included appraising the Lower East Side Moxy Hotel and
preparing the December 2024 NAV Report. Stanger relied on the appraisals prepared by other independent third-party valuation firms for
10 of the 12 investment properties which were not appraised by Stanger and the Advisor's opinion of value for the Exterior Street
Project and the Santa Monica Project. Stanger is engaged in the business of appraising commercial real estate properties and is not affiliated
with us or our Advisor. The compensation we paid to Stanger was based on the scope of work and not on the appraised values of our investment
properties. Stanger's appraisal report for the Lower East Side Moxy Hotel was performed in accordance with the Code of Ethics and
the Uniform Standards of Professional Appraisal Practice, or USPAP, the real estate appraisal industry standards created by The Appraisal
Foundation. Stanger's appraisal report for the Lower East Side Moxy Hotel was reviewed, approved, and signed by an individual with
the professional designation of MAI licensed in the state where the investment property is located. The use of the report is subject
to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. In preparing its reports, Stanger
did not, and was not requested to; solicit third party indications of interest for our Common Shares in connection with possible purchases
thereof or the acquisition of all or any part of us.

collected reasonably available material information that it deemed relevant in appraising our Lower East Side Moxy Hotel. Stanger relied
in part on property-level information provided by our Advisor, including (i) property historical and projected operating revenues and
expenses; (ii) property lease agreements and/or lease abstracts; and (iii) information regarding recent or planned capital expenditures.

 In
conducting their investigation and analyses, Stanger took into account customary and accepted financial and commercial procedures and
considerations as they deemed relevant. Although Stanger reviewed information supplied or otherwise made available by us or the Advisor
for reasonableness, they assumed and relied upon the accuracy and completeness of all such information and of all information supplied
or otherwise made available to them by any other party and did not independently verify any such information. Stanger has assumed that
any operating or financial forecasts and other information and data provided to or otherwise reviewed by or discussed with Stanger were
reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of our management, our board
of directors, and/or our Advisor. Stanger relied on us to advise them promptly if any information previously provided became inaccurate
or was required to be updated during the period of their review.

 In
performing its analyses, Stanger made numerous other assumptions as of various points in time with respect to industry performance, general
business, economic, and regulatory conditions, and other matters, many of which are beyond their control and our control. Stanger also
made assumptions with respect to certain factual matters. For example, unless specifically informed to the contrary, Stanger assumed
that we have clear and marketable title to any real estate property appraised, that no title defects exist, that any improvements were
made in accordance with law, that no hazardous materials are present or were present previously, that no significant deed restrictions
exist, and that no changes to zoning ordinances or regulations governing use, density, or shape are pending or being considered. Furthermore,
Stanger's analyses, opinions, and conclusions were necessarily based upon market, economic, financial, and other circumstances
and conditions existing as of or prior to the date of Stanger's appraisal report for the Lower East Side Moxy Hotel, and any material
change in such circumstances and conditions may affect Stanger's analyses and conclusions. Stanger's appraisal report for
the Lower East Side Moxy Hotel contains other assumptions, qualifications, and limitations that qualify the analyses, opinions, and conclusions
set forth therein. Furthermore, the price at which our ownership interest in our Lower East Side Moxy Hotel may actually be sold could
differ from Stanger's analysis.

is actively engaged in the business of appraising commercial real estate properties, similar to those investment properties wholly and
partially owned by us, in connection with public security offerings, private placements, business combinations, and similar transactions.
We do not believe that there are any material conflicts of interest between Stanger, on the one hand, and us, our Sponsor, our Advisor,
and our affiliates, on the other hand. Our Advisor engaged Stanger on behalf of our Board of Directors to deliver their reports to assist
in the estimated NAV and resulting NAV per Share calculations as of December 31, 2024 and Stanger received compensation for those efforts.
In addition, we agreed to indemnify Stanger against certain liabilities arising out of this engagement. In the two years prior to the
date of this filing, Stanger was previously engaged by us for appraisal and valuation services in connection with our financial reporting
requirements. Stanger has received usual and customary fees in connection with those services. Stanger may from time to time in the future
perform other services for us, our Sponsor and/or other affiliates of the Sponsor, so long as such other services do not adversely affect
the independence of Stanger as certified in the applicable Stanger Appraisal Reports.

 Although
Stanger considered any comments received from us and our Advisor relating to their reports, the final appraised value of the appraisal
report for the Lower East Side Moxy Hotel was determined by Stanger. Stanger's reports are addressed to our Board of Directors
to assist them in their determination of our estimated NAV and resulting NAV per Share as of December 31, 2024. Stanger's reports
are not addressed to the public, may not be relied upon by any other person to establish our estimated NAV and resulting NAV per Share,
and do not constitute a recommendation to any person to purchase or sell any of our Common Shares.

 Our
goal in calculating our estimated NAV and resulting NAV per Share is to arrive at values that are reasonable and supportable using what
we deem to be appropriate valuation methodologies and assumptions. Stanger's reports, including the analysis, opinions, and conclusions
set forth in such reports, are qualified by the assumptions, qualifications, and limitations set forth in the respective reports. The
following is a summary of our valuation methodologies used to value our assets and liabilities by key component:

 Investment
Properties:

 As
of December 31, 2024, we have ownership interests in (i) four consolidated properties (the "Consolidated Properties")
and (ii) nine equity method unconsolidated properties held in a joint venture (the "Unconsolidated Equity Method Properties"
and collectively, the "Investment Properties"). We also have an 2.5% joint venture ownership interest in the Hotel
Joint Venture which owns the Hotel JV Portfolio See "Investment in Related Party" below for additional information.

 With
respect to the Consolidated Properties as of December 31, 2024, we own and consolidate the operating results and financial condition
of the Lower East Side Moxy Hotel, Gantry Park Landing, the Exterior Street Project and the Santa Monica Project. We (i) wholly own the
Lower East Side Moxy Hotel, (ii) have a 59.2% joint venture ownership interest in Gantry Park Landing, (iii) wholly own the Exterior
Street Project and (iv) have a 50% joint venture ownership interest in the Santa Monica Project.

 With
respect to the Unconsolidated Equity Method Properties as of December 31, 2024, we have a 19% ownership interest in the Columbus
Joint Venture which owns the Columbus Portfolio. We do not consolidate our ownership interest in the Columbus Joint Venture, but
rather account for it under the equity method of accounting.

 As described above, we engaged Stanger to provide
an appraisal for the Lower East Side Moxy Hotel as of December 31, 2024. For 10 of the 12 investment properties which were not appraised
by Stanger, we also engaged other independent third-party valuation firms to provide an appraisal report for 10 of these 12 investment
properties and our Advisor provided an opinion of value for the Exterior Street Project and the Santa Monica Project. In preparing their
appraisal reports, the scope of the work performed by Stanger and the other independent third-party valuation firms included the following
procedures, as well as other factors:

 A
 review of all property level information provided by our Advisor;

 A
 review of the historical performance of our investment properties and business plans related
 to their operation; and

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

and the other independent third-party valuation firms employed the income approach and/or the sales comparison approach to estimate the
value of their respective appraised properties. The income approach involves an economic analysis of the property based on its potential
to provide future net annual income. As part of the valuation, a discounted cash flow analysis ("DCF Analysis") and/or direct
capitalization analysis ("DC Analysis") was used in the income approach to determine the value of our ownership interest
in the property. The indicated value by the income approach represents the amount an investor may pay for the expectation of receiving
the net cash flow from the property.

 The
DC Analysis is based upon the net operating income ("NOI") of the property capitalized at an appropriate capitalization rate
for the property based upon property characteristics and competitive position and market conditions at the date of the appraisal. NOI
is all gross revenues from the property less all operating expenses, including property taxes and management fees but excluding depreciation.

 In
applying the DCF Analysis, pro forma statements of operations for the property including revenues and expenses are analyzed and projected
over a multi-year period. The property is assumed to be sold at the end of the multi-year holding period. The reversion value of the
property, which can be realized upon sale at the end of the holding period, is calculated based on the capitalization of the estimated
NOI of the property in the year of sale utilizing a capitalization rate deemed appropriate in light of the age, anticipated functional
and economic obsolescence and competitive position of the property at the time of sale. Net proceeds to owners are determined by deducting
appropriate costs of sale. The discount rate selected for the DCF Analysis is based upon estimated target rates of return for buyers
of similar properties.

 The
sales comparison approach utilizes indices of value derived from actual or proposed sales of comparable properties to estimate the value
of the subject property. The appraiser analyzed such comparable sale data as was available to develop a market value conclusion for the
subject property.

and the other independent third-party valuation firms prepared appraisal reports summarizing key inputs and assumptions for each of their
respective appraised properties using financial information provided by us and our Advisor. From such review, Stanger and the other independent
third-party valuation firms selected (i) the appropriate cash flow discount rate, residual discount rate, and terminal capitalization
rate in the DCF Analysis, (ii) the appropriate capitalization rate in the DC Analysis and/or (iii) the appropriate price per applicable
unit in the sales comparison analysis. For those investment properties which we do not have a 100% ownership interest, the property's
value was adjusted to reflect our ownership interest in such property after consideration of any distribution priorities associated with
such property.

 The
estimated 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 ("U.S." and collectively, "GAAP"). Our consolidated
investment properties are carried at their amortized cost, subject to any adjustments applicable under GAAP.

 The
following summarizes the key assumptions that were used in each DCF Analysis to estimate the values of the indicated Consolidated
Properties as of December 31, 2024:

 Consolidated Properties

 Lower East Side
 Moxy Hotel

 Gantry Park Landing

 Exit capitalization rate

 7.00
 %

 5.25
 %

 Discount rate

 8.75
 %

 7.00
 %

 Annual market rent growth rate

 3.45
 %

 3.22
 %

 Annual NOI growth rate

 2.85
 %

 2.65
 %

 Holding period (in years)

 While
we believe that the assumptions utilized are reasonable, a change in these assumptions would affect the calculation of the value of these
investment properties. The table below presents the estimated increase or decrease to our NAV per Share 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.

 Increase of 25

Basis Points

 Decrease of 25

 Basis Points

 Capitalization rate

 $
 (0.30
)

 $
 0.33

 Discount rate

 $
 (0.26
)

 $
 0.27

 Our
Advisor provided an opinion of value for the following investment properties as of December 31, 2024:

Street Project (Assets and liabilities held for sale)

the fourth quarter of 2024, we entered into a purchase and sales agreement with an unrelated third party pursuant to which we expect
to sell the Exterior Street Project, subject to certain conditions, at a contractual sales price of $84.0 million. However, there can
be no assurance that the sale of the Exterior Street Project will be consummated. Additionally, during the fourth quarter of 2024 the
Exterior Street Project met the criteria to be classified as held for sale and therefore, its associated asset and liabilities are classified
as held for sale in our consolidated balance sheets as of December 31, 2024. Accordingly, our Advisor deemed it appropriate to value
the Assets Held for Sale related to the Exterior Street Project at $80.6 million, representing the contractual sale price less estimated
costs to dispose plus all other non-real estate assets. The Liabilities Held for Sale related to the Exterior Street Project were valued
at $42.9 million, representing the fair value of the mortgage loan plus all other non-real estate related liabilities.

 Santa

 The
Santa Monica Project is encumbered by a mortgage loan (the "Santa Monica Loan"). On October 15, 2024, the Santa Monica Loan
matured and it was not repaid, which constitutes a maturity event of default and therefore, it is due on demand. On October 30, 2024,
the lender issued a formal notice of default and on October 31, 2024, the Santa Monica Joint Venture notified the lender of its intent
to transfer ownership of the underlying collateral, the Santa Monica Project, to the lender via a deed-in-lieu of foreclosure transaction.
As of December 31, 2024, the outstanding principal balance of the Santa Monica Loan was $19.5 million.

the Santa Monica Joint Venture intends to transfer its ownership of the Santa Monica Project to the lender, our Advisor deemed it appropriate
to value the Santa Monica Project at $19.5 million, representing the aggregate amount of outstanding principal due on the Santa Monica
Loan as of December 31, 2024. As a result, our 50% joint venture ownership interest in the Santa Monica Project equates to $9.7 million.

 As
of December 31, 2024, the aggregate estimated fair value of our ownership interests in the Consolidated Properties was $414.7 million
and the aggregate carrying value (which is net of accumulated depreciation and amortization) of our ownership interests in the Consolidated
Properties was $320.2 million, which equates to an overall increase in value of 29.5%.

 As
of December 31, 2024, the estimated fair value of our 19% joint venture ownership interest in the Columbus Joint Venture of $20.2 million
was calculated based on our pro rata share of the gross appraised value of the Columbus Properties of $487.0 million less the fair value
of the outstanding indebtedness of $394.6 million plus all other non-real estate assets and liabilities, net of $13.8 million. The estimated
fair value of our 19% joint venture ownership interest in the Columbus Joint Venture of $20.2 million compared to our carrying value
of $14.8 million, both as of December 31, 2024, equates to an increase in value of 36.4%.

 The
estimated gross fair value of the Columbus Portfolio was determined by another independent valuation firm using a DC analysis for each
of the nine multifamily residential properties. Capitalization rates ranged from 5.25% to 6.25%. While we believe that the assumptions
utilized are reasonable, a change in these assumptions would affect the calculation of the value of these investment properties. A 25-basis
point increase and decrease in the capitalization rates would change our NAV per Share by an estimated $(0.17) and $0.19, respectively.
This estimate 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, this assumption could change by more or less than 25 basis points or not at all.

 Cash
and cash equivalents: As of December 31, 2024, the estimated value of our cash and cash equivalents approximate their carrying
value due to their short maturities.

 Investment
in related party: As of December 31, 2024, we have a 2.5% non-managing ownership interest in the Hotel Joint Venture, which owns
the Hotel JV Portfolio, consisting of five limited-service hotels. The Joint Venture is between us and the operating partnership of Lightstone
Value Plus REIT II, Inc. ("Lightstone II"), a real estate investment trust also sponsored by our Sponsor, which has a 97.5%
managing ownership interest in the Hotel Joint Venture. We do not consolidate our ownership interest in the Hotel Joint Venture but rather
account for it using a measurement alternative under which the Joint Venture is measured at cost, adjusted for observable price changes
and impairments, if any. As of December 31, 2024, our Advisor estimated the value of our ownership interest in the Hotel Joint Venture
was $0.8 million based on a hypothetical liquidation of the estimated value of the Hotel Joint Venture's net assets, which approximated
our carrying value.

securities: As of December 31, 2024, the estimated values of our marketable securities, which are available for sale, are based
on Level 1 and Level 2 inputs. Level 1 inputs are inputs that are observable, either directly or indirectly, such as quoted prices in
active markets for identical assets or liabilities. 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.

 Other
assets: As of December 31, 2024, our other assets consist of restricted cash and other assets. The estimated values of these
items approximate their carrying values due to their short maturities. Certain other items, primarily straight-line rent receivable,
intangibles and deferred costs, have been eliminated for the purpose of the valuation because those items are already considered in our
valuation of the respective investment properties or financial instruments.

 Mortgage
notes payable: As of December 31, 2024, the estimated values for our mortgage loans were estimated using a discounted cash flow
analysis, which used inputs based on the remaining loan terms and estimated current market interest rates for mortgage loans with similar
characteristics, including remaining loan term and loan-to-value ratios. The current market interest rates for our mortgage loans were
generally determined based on market rates for available comparable debt. The estimated current market interest rates for our mortgage
loans ranged from 6.42% to 13.27% as of December 31, 2024.

 Other
liabilities: Our other liabilities consist of our accounts payable, accrued expenses and other liabilities and amounts due to
related parties. The carrying values of these items were considered to equal their fair value due to their short maturities. Certain
other items, primarily intangibles, have been eliminated for the purpose of the valuation because those items are already considered
in our valuation of the respective investment properties or financial instruments.

 Allocations
of value to SLP units: The carrying value of the SLP Units held by Lightstone SLP, LLC, an affiliate of our Advisor, are classified
in noncontrolling interests on our consolidated balance sheets. The IPA's Practice Guideline 2013—01 provides for adjustments
to the NAV for preferred securities, special interests and incentive fees based on the aggregate NAV of the Company and payable to the
sponsor in a hypothetical liquidation of the Company as of the valuation date in accordance with the provisions of the partnership or
advisory agreements and the terms of the preferred securities. Because certain distributions related to our SLP Units are only payable
to their holder in a liquidation event, we believe they should be valued for our estimated NAV and resulting NAV per Share in accordance
with these provisions.

 Our
operating agreement provides for distributions to be made during our liquidating stage to our stockholders and the holder of the SLP
Units at certain prescribed thresholds. In connection with our initial public offering of common stock, Lightstone SLP, LLC purchased
an aggregate of $30.0 million of SLP Units. In the calculation of our estimated NAV, a $28.9 million allocation of value was made to
the SLP Units representing the amount of estimated distributions which would have been payable to the holder of the SLP Units, assuming
a liquidation event as of December 31, 2024.

 Historical
Estimated NAV and NAV per Share

 Additional
information on our historical reported estimated NAV and NAV per Share for the preceding year may be found in the following referenced
filing:

 As
of December 31, 2023 – Annual Report on Form 10-K filed on April 1, 2024.

 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 and
resulting NAV per Share, which could be significantly different from the estimated NAV and resulting NAV per Share approved by our Board
of Directors. The estimated NAV and resulting NAV per Share approved by our Board of Directors 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 per Share; or

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

 The
IRS 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 different estimated NAVs and resulting NAVs 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 with 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. As of the date of this filing, although we have not sought stockholder
approval to adopt a plan of liquidation of the Company, certain distributions may be payable to Lightstone SLP, LLC for its SLP Units
in connection with a liquidation event. Accordingly, our estimated NAV reflects any allocations of value to the SLP Units representing
the amount that would be payable to Lightstone SLP, LLC in connection with a liquidation event pursuant to the guidelines for estimating
NAV contained in IPA Practice Guideline 2013-01, "Valuation of Publicly Registered Non-Listed REITs.'' Our estimated
NAV per Share is based on the estimated value of our assets less the estimated value of our liabilities and other non-controlling interests
less any allocations to the SLP Units divided by the number of our diluted shares of common stock outstanding, 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 a real estate portfolio
premium/discount versus the sum of the individual property values. Our estimated NAV per Share generally does not take into account estimated
disposition costs or 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 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 NAVs and resulting
estimated 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. We currently expect that our Advisor will estimate our NAV on at least an
annual basis. Our Board of Directors will review and approve each estimate of NAV and resulting estimated NAV per Share.

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

 The
 methodology used to determine estimated 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 values because of
 transfer fees and disposition fees, which are not reflected in the estimated NAV 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 value of liabilities in determining estimated NAV;

 In
 a liquidation, the real estate assets may derive a portfolio premium which premium is not
 considered in determining estimated NAV;

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

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

 If
 the liquidation occurs through a merger of us 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 the market
 believes the pricing of the merger was fair to both parties.

 SRP

 Our
share repurchase program, as amended from time to time (the "SRP") by our Board of Directors, may provide our stockholders
with limited, interim liquidity by enabling them to sell their Common Shares back to us, subject to various restrictions.

 Our
SRP currently provides for redemption requests to be submitted in connection with either a stockholder's death or hardship and
the price for all such purchases has been set at our estimated NAV per Share as of the date of actual redemption. Our estimated NAV per
Share is determined by our Board of Directors and reported by us from time to time. Requests for redemptions in connection with a stockholder's
death must be submitted and received by us within one year of the stockholder's date of death to be eligible for consideration.

our Board of Directors has established that on an annual basis we will not redeem in excess of 1.0% and 0.5% of the number of Common
Shares outstanding as of the end of the preceding year for either death redemptions or hardship redemptions, respectively. Additionally,
eligible redemption requests are generally expected to be processed on a quarterly basis and will be subject to proration if either type
of redemption requests exceeds the annual limitations established by our Board of Directors. Furthermore, our Board of Directors may,
at their sole discretion, amend or suspend the SRP at any time without any notice to stockholders.

the year ended December 31, 2024, we repurchased 324,684 Common Shares at a weighted average price per share of $11.85. During the year
ended December 31, 2023, we repurchased 283,091 Common Shares at a weighted average price per share of $12.19.

 DRIP

 Our
distribution reinvestment program ("DRIP") provides our shareholders with an opportunity to purchase additional Common Shares
at a discount to our estimated NAV per Share. Under our DRIP, a shareholder may acquire, from time to time, additional Common Shares
by reinvesting any cash distributions payable by us to such shareholder, without incurring any brokerage commission, fees or service
charges.

 Our
current DRIP Registration Statement on Form S-3D was filed and became effective as amended and restated, under the Securities Act on
October 25, 2018.

to the terms of our DRIP, our stockholders who elect to participate may invest all or a portion of any cash distributions that we pay
them on their Common Shares in additional Common Shares at a purchase price equal to 95% of our estimated NAV per Share in effect as
of the record date of such distribution. Effective on March 17, 2025, the Board of Directors determined and approved our NAV per Share
of $10.96 as of December 31, 2024. As a result, effective on that date, the purchase price for Common Shares under the DRIP became $10.41
per share. As of December 31, 2024, 9.9 million Common Shares were available for issuance under our DRIP.

 Our
Board of Directors reserves the right to terminate the DRIP for any reason without cause by providing written notice of the termination
to all participants.

 Common

each of the first two calendar quarters of 2023, quarterly distributions on our Common Shares were declared at the pro rata equivalent
of an annual distribution of $0.70 per share, or an annualized rate of 7% assuming a purchase price of $10.00 per share, to stockholders
of record at the close of business on the last day of the quarter-end. During the third calendar quarter of 2023, a quarterly distribution
on our Common Shares was declared at the pro rata equivalent of an annual distribution of $0.35 per share, or an annualized rate of 3.5%
assuming a purchase price of $10.00 per share, to stockholders of record at the close of business on the last day of the quarter-end.
All distributions were paid on or about the 15th day of the month following the quarter-end and stockholders had the option to elect
the receipt of Common Shares under our DRIP in lieu of payment of cash for the distributions from us.

 On
November 10, 2023, the Board of Directors determined to suspend regular quarterly distributions. No distributions were declared or paid
during the year ended December 31, 2024. During the year ended December 31, 2023, total distributions declared and paid on our Common
Shares were $9.5 million and $13.1 million, respectively.

 SLP
Units

each of the first two calendar quarters of 2023, quarterly distributions declared and paid on the SLP Units were at a 7% annualized rate
of return. Because the quarterly distribution declared by the Board of Directors on Common Shares for the third calendar quarter of 2023
did not equate to at least an annualized rate of 7%, assuming a purchase price of $10.00 per share, no distributions were declared on
the SLP Units for the third calendar quarter of 2023. Until distributions on Common Shares are brought current to at least an annualized
rate of 7% assuming a purchase price of $10.00 per share, no distributions will be declared on the SLP Units. Any future distributions
on the SLP Units will always be subordinated until stockholders receive a stated preferred return.

the year ended December 31, 2024, no distributions were declared or paid on the SLP Units. During the year ended December 31, 2023, total
distributions declared and paid on the SLP Units were $1.0 million and $1.6 million, respectively, and are part of noncontrolling interests.

 Recent
Sales of Unregistered Securities

the period covered by this Annual Report, we did not sell any equity securities that were not registered under the Securities Act.

 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 (the "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/unit data and where indicated in millions.

 Overview

REIT I together with the Operating Partnership and its subsidiaries are collectively referred to as the "Company" and the
use of "we," "our," "us" or similar pronouns refers to Lightstone REIT I, its Operating Partnership
or the Company as required by the context in which such pronoun is used.

 Through
our Operating Partnership, we own, operate and develop commercial and multifamily residential properties and make other real estate-related
investments, principally in the U.S. Our real estate investments are held by us alone or jointly with other parties. We may also originate
or acquire mortgage loans secured by real estate. Although most of our investments are of these types, we may invest in whatever types
of real estate or real estate-related investments that we believe are in our best interests. Since our inception, we have owned and managed
various commercial and multifamily residential properties located throughout the U.S. We evaluate all of our real estate investments
as one operating segment. We currently intend to hold our real estate investments until such time as we determine 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.

 As
of December 31, 2024, we (i) have ownership interests in and consolidate two operating properties and two development projects and (ii)
have ownership interests through two unconsolidated joint ventures in the Columbus Properties, a portfolio of nine multifamily residential
properties and the Hotel JV Properties, a portfolio of five limited service hotel properties.

 With
respect to our consolidated operating properties, we wholly own the Lower East Side Moxy Hotel, a 303-room Marriott branded hotel, located
in the Lower East Side neighborhood in the Manhattan borough of New York City, which we developed, constructed and opened on October 27,
2022 and have a 59.2% majority ownership interest in the 2 nd Street Joint Venture, a joint venture between us and a
related party, which developed, constructed and owns Gantry Park Landing, a 199-unit luxury multifamily residential property located
in the Long Island City neighborhood in the Queens borough of New York City.

 With
respect to our consolidated development projects, we wholly own three land parcels located at 355 & 399 Exterior Street in the Mott
Haven neighborhood in the Bronx borough of New York City, which we acquired for the development of the Exterior Street Project, a proposed
mixed-use multifamily residential and commercial retail project and we have a 50% joint venture ownership interest in the Santa Monica
Joint Venture, a joint venture between us and a related party, which owns the Santa Monica Project, a proposed multifamily residential
project on certain land parcels located in Santa Monica, California.

 With
respect to our unconsolidated properties, we hold a 19% joint venture ownership interest the Columbus Joint Venture, which owns the Columbus
Portfolio, and we hold a 2.5% joint venture ownership interest in the Hotel Joint Venture, which owns the Hotel JV Portfolio. We account
for our 19% joint venture ownership interest in the Columbus Joint Venture under the equity method of accounting and we account of our
2.5% joint venture ownership interest in the Hotel Joint Venture using a measurement alternative pursuant to which our investment is
measured at cost, adjusted for observable price changes and impairments, if any. Both the Columbus Joint Venture and the Hotel Joint
Venture are between us and related parties.

 Our
Advisor is Lightstone Value Plus REIT, LLC, which is majority owned by David Lichtenstein. On July 6, 2004, the Advisor contributed
$2 to the Operating Partnership in exchange for 200 Common Units. Our Advisor also owns 20,000 shares of our
Common Shares which were issued on July 6, 2004 for $200, or $10.00 per share. Mr. Lichtenstein also is the majority owner
of the equity interests of The Lightstone Group, LLC, which served as our Sponsor during our Offering, which terminated on October 10,
2008. Our Advisor, pursuant to the terms of an advisory agreement, together with our Board of Directors, is primarily responsible for
making investment decisions on our behalf and managing our day-to-day operations. Through his ownership and control of the Sponsor, Mr.
Lichtenstein is the indirect owner and manager of Lightstone SLP, LLC, a Delaware limited liability company, which owns an aggregate
of $30.0 million of SLP Units in the Operating Partnership, which were purchased, at a cost of $100,000 per unit in connection
with our Offering. Mr. Lichtenstein also acts as our Chairman and Chief Executive Officer. As a result, he exerts influence over but
does not control Lightstone REIT I or the Operating Partnership.

 We
have no employees. We are dependent on the Advisor and certain affiliates of our Sponsor for performing a full range of services that
are essential to us, including asset management, property management (excluding our hospitality property, which is managed by unrelated
third-party property managers) and acquisition, disposition and financing activities, and other general administrative responsibilities;
such as tax, accounting, legal information technology and investor relations. If the Advisor and certain affiliates of our Sponsor are
unable to provide these services to us, we would be required to provide the services ourselves or obtain the services from other parties.

 Our
Common Shares are not currently listed on a national securities exchange. We may seek to list our Common Shares for trading on a national
securities exchange only if a majority of our independent directors believe listing them would be in the best interest of our stockholders.
However, we do not intend to list our Common Shares at this time. We do not anticipate that there would be any active market for our
Common Shares until they are listed for trading.

 Our
Sponsor, Advisor and their affiliates, including Lightstone SLP, LLC, are related parties of ours as well as other public REITs also
sponsored and/or advised by these entities. Pursuant to the terms of various agreements, certain of these entities are entitled to compensation
and reimbursement of costs incurred for services related to the investment, development, management and disposition of our assets. The
compensation is generally based on the cost of acquired properties/investments and the annual revenue earned from such properties/investments,
and other such fees and expense reimbursements as outlined in each of the respective agreements.

 Acquisition
and Investment Strategy and Policies

 We
have and expect to continue to invest in commercial and multifamily residential properties, such as office, industrial, retail, hospitality
and multifamily residential apartments, and make other real estate-related investments such as through preferred investments or the origination
of mortgage and mezzanine loans. Our investments may be made through the acquisition of or the development and construction of properties.

 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.

 We
have not and do not intend to make significant investments in single family residential properties; leisure home sites; farms; ranches;
timberlands; unimproved properties not intended to be developed; or mining properties.

 Not
more than 10% of our total assets may be invested in unimproved real property. For purposes of this paragraph, "unimproved real
properties" does not include properties acquired for the purpose of producing rental or other operating income, properties currently
under construction and properties for which development or construction is planned within one year. Additionally, we do not invest in
contracts for the sale of real estate unless in recordable form and appropriately recorded.

 Although
we are not limited as to the geographic area where we may conduct our operations, we have invested and may continue to invest in properties
located near the existing operations of our Sponsor, in order to achieve economies of scale where possible.

 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 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 from operations and our 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

 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.

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 expense costs of ordinary repairs and maintenance as incurred. 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 and improvements, 5 to 10 years for furniture and fixtures and the shorter of the useful life
or the remaining lease term for tenant improvements and leasehold interests.

 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 Development Projects

 We
incur a variety of costs in connection with the development of a property. The costs of land and building under development include specifically
identifiable costs. The capitalized costs include, but are not limited to, pre-construction costs essential to the development of the
property, development costs, construction costs, interest costs, real estate taxes and other costs incurred during the period of development.
We cease capitalization when the development project is substantially complete and it is placed in service, which may occur in phases.
Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. We
expense the costs associated with pre-opening activities associated with our development and construction projects as incurred. Pre-opening
costs generally consist of non-recurring personnel, marketing and other costs.

 Once
a development project is placed in service, which may occur in phases or for an entire building or project, the costs capitalized to
that development project are transferred to land and improvements, buildings and improvements, and furniture and fixtures on our consolidated
balance sheet at the historical cost of the property.

 We
evaluate development projects 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 development project. No single indicator would necessarily result
in us preparing an estimate to determine if a development project'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 development project requires an estimate of the undiscounted cash flows to determine
if an impairment has occurred. Relevant facts and circumstances include, among others, significant 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.

in Unconsolidated Entities

 We
evaluate all investments in other entities for consolidation. We consider our percentage interest in the joint venture, evaluation of
control and whether a variable interest entity exists when determining whether or not the investment qualifies for consolidation or if
it should be accounted for as an unconsolidated investment under the equity method of accounting.

 If
an investment qualifies for the equity method of accounting, our investment is recorded initially at cost, and subsequently adjusted
for equity in earnings and any cash contributions and distributions. The earnings of an unconsolidated investment are allocated to its
investors in accordance with the provisions of the operating agreement of the entity. The allocation provisions in these agreements may
differ from the actual percentage of ownership interest held by each investor. Differences, if any, between the carrying amount of our
investment in the respective joint venture and our share of the underlying equity of such unconsolidated entity are amortized over the
respective lives of the underlying assets as applicable. These items are reported within earnings from investments in unconsolidated
entities in the consolidated statements of operations.

 We
review investments in unconsolidated entities for impairment in value whenever events or changes in circumstances indicate that the carrying
amount of such investment may not be fully recoverable. An investment in unconsolidated entities is impaired only if management's
estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to
be other than temporary. The ultimate realization of our investment in partially owned entities is dependent on a number of factors including
the performance of that entity and market conditions. If we determine that a decline in the value of a partially owned entity is other
than temporary, we record an impairment charge.

 Treatment
of Management Compensation, Expense Reimbursements and Operating Partnership Participation Interest

 Management
of our operations is outsourced to our Advisor and certain affiliates of our Sponsor. Fees related to each of these services are accounted
for based on the nature of such service and the relevant accounting literature. Such fees include acquisition fees associated with the
purchase of interests in real estate entities; asset management fees paid to our Advisor and property management fees paid to affiliates
of our Sponsor, which manages certain of our properties, or to other unaffiliated third-party property managers, principally for the
management of our hospitality property. These fees are expensed or capitalized to the basis of acquired assets, as appropriate.

 Our
Advisor and certain affiliates of our Sponsor also perform fee-based construction management services for both our development and redevelopment
activities and tenant construction projects. These fees are considered incremental to the construction effort and are capitalized to
the associated real estate project as incurred. Costs incurred for tenant construction are depreciated over the shorter of their
useful life or the term of the related lease. Costs related to development and redevelopment activities are depreciated over the estimated
useful life of the associated project.

 Leasing
activity at certain of our properties is outsourced to certain affiliates of our Sponsor. Any corresponding leasing fees we pay are capitalized
and amortized over the life of the related lease.

 Expense
reimbursements made to both our Advisor and certain affiliates of our Sponsor are expensed or capitalized to the basis of acquired assets,
as appropriate.

 In
connection with our Offering, Lightstone SLP, LLC, an affiliate of the Advisor, purchased an aggregate of $30.0 million of the SLP Units
at a cost of $100,000 per unit through March 31, 2009, and none thereafter. These SLP units are included in noncontrolling interests
on the consolidated balance sheets.

 Tax
Status and Income Taxes

 We
elected to be taxed and qualify as a REIT commencing with the taxable year ended December 31, 2005. If we remain qualified 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 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 regular corporate rates, 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 engage in certain activities through a TRS, including when we acquire or develop and construct
a hotel, we usually establish a new TRS and enter into an operating lease agreement for the hotel. As such, we are subject to U.S. federal
and state income taxes and franchise taxes from these activities.

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

 Results
of Operations

 For
the Year Ended December 31, 2024 vs. December 31, 2023

 Consolidated

 Rental
revenues

 Our rental revenues
are primarily comprised of rental income and tenant recovery income from Gantry Park Landing. Total rental revenues increased by
$0.8 million to $11.0 million for the year ended December 31, 2024 compared to $10.2 million for the same period in 2023. This increase
reflects higher rental revenues for Gantry Park Landing primarily resulting from higher average monthly rent per unit.

 Hotel
revenues

 Our
hotel revenues for the Lower East Side Moxy Hotel are comprised of room revenue and food, beverage and other revenue. During the year
ended December 31, 2024 compared to same period in 2023, the Lower East Side Moxy Hotel experienced increases to its percentage
of rooms occupied to 92% from 79%, RevPAR to $266.00 from $225.16 and ADR to $289.86 from $285.61.

 Total
hotel revenues were $54.2 million and $50.3 million for the years ended December 31, 2024 and 2023, respectively. Room revenues
increased by $4.6 million to $29.5 million for the year ended December 31, 2024 from $24.9 million for the same period in 2023 and
food, beverage and other revenue decreased by $0.7 million to $24.7 million for the year ended December 31, 2024 from $25.4 million
for the same period in 2023. The increase in room revenues was attributable to the higher occupancy, RevPAR and ADR during the 2024 period.

 Property
operating expenses

 Our
property operating expenses are primarily comprised of expenses to operate Gantry Park Landing and certain holding costs related to our
two development projects and our previously owned land parcels located in St. Augustine, Florida. Property operating expenses were $3.2
million for both the years ended December 31, 2024 and 2023.

 Hotel
operating expenses

 Our
total hotel operating expenses, consisting of room expenses and food and beverage costs, for the Moxy Lower East Side Hotel were $36.6
million and $35.7 million for the years ended December 31, 2024 and 2023, respectively. Room expenses were $16.7 million and $14.9
million and food and beverage costs were $19.9 million and $20.8 million for the years ended December 31, 2024 and 2023, respectively.
The increase in room expenses of $1.8 million was primarily attributable to higher occupancy for the Lower East Side Hotel during the
2024 period and the decrease in food and beverage costs of $0.9 million was attributable to both a decrease in food and beverage sales
of $0.7 million as well as better expense control measures during the 2024 period.

 Real
estate taxes

 Real
estate taxes increased by $1.5 million to $3.0 million for the year ended December 31, 2024 compared to $1.5 million for the same
period in 2023. The increase reflects an increase in real estate taxes related to the Gantry Park Landing of $0.6 million, Lower East
Side Moxy Hotel of $0.6 million and our two development projects of $0.3 million.

and administrative costs

and administrative costs increased slightly by $0.1 million to $4.1 million for the year ended December 31, 2024 compared to $4.0
million for the same period in 2023.

charges

the year ended December 31, 2024, we recognized aggregate impairment charges of $34.4 million consisting of third quarter impairment
charges of $16.6 million and $17.7 million related to the Exterior Street Project and the Santa Monica Project, respectively. See Note
3 of the Notes to Consolidated Financial Statements for additional information.

 Depreciation
and amortization

 Depreciation
and amortization increased slightly by $0.1 million to $7.0 million for the year ended December 31, 2024 compared to $6.9 million
for the same period in 2023.

 Interest
and dividend income

 Interest
and dividend income decreased by $4.0 million to $2.5 million for the year ended December 31, 2024 compared to $6.5 million for the same
period in 2023. The decrease is primarily attributable to the transfer of ownership of the Santa Monica Project to the Santa Monica Joint
Venture via a deed in lieu of foreclosure transaction on December 29, 2023 resulting in the Santa Monica Note Receivable no longer being
outstanding as of that date. Interest income of $4.0 million was recognized on the Santa Monica Note Receivable during the 2023 period.

 Interest
expense

 Interest
expense, including amortization of deferred financing costs, decreased by $0.3 million to $25.7 million for the year ended December 31,
2024 compared to $26.0 million for the same period in 2023. Interest expense is primarily attributable to financings associated with
our investments and reflects both changes in market interest rates on our variable rate indebtedness and the weighted average principal
outstanding during each of the periods.

the year ended December 31, 2024, default interest of $0.8 million was accrued on the Santa Monica Loan. During the year ended December
31, 2023, interest of $1.5 million was capitalized to the Exterior Street Project.

 Unrealized
gain on marketable equity securities

the years ended December 31, 2024 and 2023, we recorded unrealized gains on marketable equity securities of $6.5 million and $7.1
million, respectively. These unrealized gains represented the change in the fair value of our marketable equity securities during those
periods.

 Mark
to market adjustments on derivative financial instruments

the years ended December 31, 2024 and 2023, we recorded negative mark to market adjustments on our derivative financial instruments
of $0.1 million and $1.8 million, respectively.

 Gain
on disposition of real estate

the year ended December 31, 2024, we completed a series of disposition transactions related to our land parcels located in St. Augustine,
Florida, including certain associated municipal impact fee credits, for an aggregate contractual sales price of $25.0 million and recognized
an aggregate gain on the disposition of real estate of $19.0 million.

the year ended December 31, 2023, we completed the sale of a parcel of land located in St. Augustine, Florida for a contractual sales
price of $1.5 million and recognized a gain on disposition of real estate of $1.1 million.

 Loss
on sale of marketable securities

the year ended December 31, 2023, we recorded a loss on the sale of marketable securities of $1.0 million.

 Loss
on debt extinguishment

the fourth quarter of 2023, we recorded a loss on debt extinguishment of $1.2 million principally consisting of the write-off of
the remaining unamortized deferred financing associated with the construction loan collateralized by the Lower East Side Moxy Hotel,
which was repaid in full.

 Loss
from investment in unconsolidated affiliated entity

 Our
loss from investment in unconsolidated affiliated entity was $3.7 million and $4.8 million during the years ended December 31, 2024
and 2023, respectively. Our loss from investment in unconsolidated affiliated entity is attributable to our unconsolidated 19% joint
venture ownership interest in the Columbus Joint Venture.

interests

 The
net earnings allocated to noncontrolling interests relates to (i) certain parties that hold Common Units in the Operating Partnership,
(ii) the interest in PRO held by our Sponsor through PRO's liquidation on December 26, 2024, (iii) the ownership interests in the
2 nd Street Joint Venture held by our Sponsor and other affiliates and (iv) the ownership interest in the Santa Monica Joint
Venture held by an affiliate of our Sponsor.

 Financial
Condition, Liquidity and Capital Resources

 Overview:

 As
of December 31, 2024, we had $27.8 million of cash on hand, $7.3 million of restricted cash and $40.2 million of marketable securities.
We also have remaining availability, subject to certain conditions, on our mortgage debt collateralized by the Lower East Side Moxy Hotel.
See "Moxy Mortgage Loans" for additional information. Additionally, we have the ability to make draws from a non-revolving
line of credit (the "Line of Credit"), subject to certain conditions, and a margin loan (the "Margin Loan").
See "Notes Payable" for additional information. We currently believe that these items along with revenues from our operating
properties and interest and dividend income earned on our cash and marketable securities will be sufficient to satisfy our expected cash
requirements for at least 12 months from the date of filing this report, which primarily consist of our anticipated operating expenses,
scheduled debt service (excluding balloon payments due at maturity), capital expenditures, contributions to our unconsolidated affiliated
entity (Columbus Joint Venture), redemptions and cancellations of Common Shares, and distributions to our shareholders, if any, required
to maintain our status as a REIT for the foreseeable future. However, we may also obtain additional funds through selective asset dispositions,
joint venture arrangements, new borrowings and/or refinancing of existing debt.

 Our
borrowings consist of single-property mortgages as well as mortgages cross-collateralized by a pool of properties. We typically have
obtained level payment financing, meaning that the amount of debt service payable would be substantially the same each year. As such,
most of the mortgages on our properties provide for so-called "balloon" payments.

 Our
charter provides that the aggregate amount of borrowing, both secured and unsecured, may not exceed 300% of net assets in the absence
of a justification showing that a higher level is appropriate, the approval of the Board of Directors and disclosure to stockholders.
Net assets means our total assets, other than intangibles, at cost before deducting depreciation or other non-cash reserves less our
total liabilities, calculated at least quarterly on a basis consistently applied. Any excess in borrowing over such 300% of net assets
level must be approved by a majority of our independent directors and disclosed to our stockholders in our next quarterly report to stockholders,
along with justification for such excess. As of December 31, 2024, taking into consideration the net assets and liabilities of the
Exterior Street Project, which were classified as held for sale on the consolidated balance sheets, our total borrowings of $264.0 million
represented 133% of net assets.

 Any
future properties that we may acquire or investments we may make may be funded through a combination of borrowings, proceeds generated
from the sale and redemption of our marketable securities, available for sale, and proceeds received from the selective disposition of
our properties. These borrowings may consist of single-property mortgages as well as mortgages cross-collateralized by a pool of properties.
Such mortgages may be put in place either at the time we acquire a property or subsequent to our purchasing a property for cash. In addition,
we may acquire properties that are subject to existing indebtedness where we choose to assume the existing mortgages. Generally, though
not exclusively, we intend to seek to encumber our properties with debt, which will be on a non-recourse basis. This means that a lender's
rights on default will generally be limited to foreclosing on the property. However, we may, at our discretion, secure recourse financing
or provide a guarantee to lenders if we believe this may result in more favorable terms. When we give a guaranty for a property-owning
entity, we will be responsible to the lender for the satisfaction of the indebtedness if it is not paid by the property-owning entity.

 We
may also obtain lines of credit to be used to acquire properties or real estate-related assets. These lines of credit will be at prevailing
market terms and will be repaid from proceeds from the sale or refinancing of properties, working capital or permanent financing. Our
Sponsor or its affiliates may guarantee the lines of credit although they will not be obligated to do so. We expect that such properties
may be purchased by our Sponsor's affiliates on our behalf, in our name, in order to minimize the imposition of a transfer tax
upon a transfer of such properties to us.

 We
have various agreements, including an advisory agreement, with the Advisor to pay certain fees in exchange for services performed by
the Advisor and/or its affiliated entities. Additionally, our ability to secure financing and our real estate operations are dependent
upon our Advisor and its affiliates to perform such services as provided in these agreements.

 In
addition to meeting working capital needs and making distributions to our stockholders, if any, required to maintain our status as a
REIT, our capital resources are used to make certain payments to our Advisor and its affiliates, including payments for asset acquisition
fees and the reimbursement of acquisition related expense, development fees, construction management fees, leasing commissions, asset
management fees, and property management fees (except for our hotel, which is managed by unrelated third party property managers). We
also reimburse our Advisor and its affiliates for actual expenses it incurs for certain administrative and other services provided to
us. During the first quarter of 2024, the Advisor agreed to allow us to temporarily defer the payment of asset management fees. See Note
11 of Notes to Consolidated Financial Statements.

 The
advisory agreement has a one-year term and is renewable for an unlimited number of successive one-year periods upon the mutual consent
of the Advisor and our independent directors.

 The
following table represents the fees incurred and reimbursement associated with the payments to our Advisor and their affiliates:

 2024

 2023

 Asset management fees (general and administrative costs)

 $
 1,998

 $
 2,013

 Property management fees (property operating expenses)

 Development fees and cost reimbursement (1)

 Total

 $
 2,369

 $
 3,146

 (1)
 Development
 fees and the reimbursement of development-related costs that we pay to the Advisor and its
 affiliates are capitalized and are included in the carrying value of the associated development
 project which are generally classified as development projects on the consolidated balance
 sheets until construction is substantially completed unless the associated development project
 meets the criteria to be classified as held for sale. Once construction is substantially
 completed these amounts are recorded as property operating expenses.

 As
of December 31, 2024 and 2023, we owed the Advisor and its affiliated entities $3.0 million and $1.6 million, respectively, which is
included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets.

we may be required to make distributions on the SLP Units in the Operating Partnership held by Lightstone SLP, LLC, an affiliate of the
Advisor, provided our stockholders have received a stated preferred return. In connection with our Offering, which terminated on October 10,
2008, Lightstone SLP, LLC purchased an aggregate of $30.0 million of SLP Units, at a cost of $100,000 per unit. These SLP Units, the
purchase price of which will be repaid only after stockholders receive a stated preferred return and their net investment, may entitle
Lightstone SLP, LLC to a portion of any regular distributions made by the Operating Partnership. However, any future distributions on
the SLP Units will always be subordinated until stockholders receive a stated preferred return.

the year ended December 31, 2024, no distributions were declared or paid on the SLP units. During the year ended December 31, 2023, total
distributions declared and paid on the SLP Units of $1.0 million and $1.6 million, respectively, are part of noncontrolling interests.

 Our
charter states that our operating expenses, excluding offering costs, property operating expenses and real estate taxes, as well as acquisition
fees and non-cash related items ("Qualified Operating Expenses") are to be less than the greater of 2% of our average invested
net assets or 25% of net income. For the year ended December 31, 2024, our Qualified Operating Expenses were less than the greater of
2% of our average invested net assets or 25% of net income.

 In
addition, our charter states that our acquisition fees and expenses shall not exceed 6% of the contractual purchase price or in the case
of a mortgage, 6% of funds advanced unless approved by a majority of the independent directors. There were no acquisition fees or acquisition
expenses during the year ended the year ended December 31, 2024.

 Summary
of Cash Flows.

 The
following summary discussion of our cash flows is based on the consolidated statements of cash flows and is not meant to be an all-inclusive
discussion of the changes in our cash flows for the periods presented below:

 Year Ended

 2024

 Year Ended

 2023

 Net cash used in operating activities

 $
 (2,834
)

 $
 (7,610
)

 Net cash provided by investing activities

 24,326

 27,924

 Net cash used in financing activities

 (4,733
)

 (24,537
)

 Change in cash, cash equivalents and restricted cash

 16,759

 (4,223
)

 Cash, cash equivalents and restricted cash, beginning of year

 22,583

 Cash, cash equivalents and restricted cash, end of year

 $
 35,119

 $

 Operating
activities

 The
net cash used in operating activities of $2.8 million for the year ended December 31, 2024 consists of the following:

 cash
 outflows of $3.2 million from our net loss after adjustment for non-cash items; and

 cash
 inflows of $0.4 million associated with the net changes in operating assets and liabilities.

 Investing
activities

 The
net cash provided by investing activities of $24.3 million for the year ended December 31, 2024 consists primarily of the following:

 the
 purchase of investment property and development property of $1.7 million;

 deposit
 received on the sale of the Exterior Street Project;

 aggregate
 capital contributions of $1.5 million made to the Columbus Joint Venture; and

 aggregate
 net proceeds from the sales of our parcels of land located in St. Augustine, Florida and
 their associated municipal impact fee credits of $25.0 million.

 Financing
activities

 The
net cash used in financing activities of $4.7 million for the year ended December 31, 2024 is primarily related to the following:

 debt
 principal payments of $3.5 million;

 net
 proceeds from mortgage financing of $3.0 million;

 payment
 of loan fees and expenses of $1.1 million;

 contributions
 received from noncontrolling interests of $0.8 million;

 redemptions
 and cancellation of common shares of $3.8 million; and

 distributions
 paid to our noncontrolling interests of $0.1 million.

 Development
Projects

Street Project

 We
wholly own the Exterior Street Project, a proposed mixed-use multifamily residential and commercial retail project. In February 2019,
we, through subsidiaries of the Operating Partnership, acquired two adjacent parcels of land located at 355 and 399 Exterior Street in
the Mott Haven neighborhood in the Bronx borough of New York City from unaffiliated third parties for an aggregate purchase price of
$59.0 million, excluding closing and other acquisition related costs. In September 2021, we subsequently acquired an additional adjacent
parcel of land at cost from an affiliate of our Advisor for $1.0 million in order to achieve certain zoning compliance. We acquired these
three land parcels for the proposed development of the Exterior Street Project.

the year ended December 31, 2023, interest of $1.5 million was capitalized to the Exterior Street Project.

the second quarter of 2023, we decided to temporarily pause active development activities associated with the Exterior Street Project,
due to prevailing unfavorable economic and local market conditions and regulations, and therefore, ceased capitalization of interest
and other carrying costs.

 As
of December 31, 2023, the carrying value of the Exterior Street Project was $95.7 million, which was included in development projects
on the consolidated balance sheet.

Charge and Held for Sale

of continuing unfavorable economic and local market conditions, we determined during the third quarter of 2024 we would no longer pursue
the development of the Exterior Street Project, but rather pursue other strategies with respect to it, including a sale. As a result
of this change in strategy; we determined the carrying value of the Exterior Street Project was no longer fully recoverable and therefore,
recorded a non-cash impairment charge of $16.6 million, (included in impairment charges on our consolidated statement of operations)
during the third quarter of 2024 in order to reduce the carrying value of the Exterior Street Project to its estimated fair value of
$78.8 million as of September 30, 2024. In estimating the fair value of the Exterior Street Project, we took into consideration a bona
fide third-party offer obtained by an independent third-party broker less estimated disposal costs.

the fourth quarter of 2024, we entered into a purchase and sale agreement (the "Exterior Street Project Agreement") with
an unrelated third party pursuant to which we expect to sell the Exterior Street Project, subject to certain conditions, at a contractual
sales price of $84.0 million. Pursuant to the terms of the Exterior Street Project Agreement, we received a deposit of $2.5 million.
The Company expects to dispose of the Exterior Street Project within the second quarter of 2025, pursuant to the terms of the Exterior
Street Project Agreement, however, there can be no assurance that the sale of the Exterior Street Project will be consummated. Additionally,
during the fourth quarter of 2024 the Exterior Street Project met the criteria to be classified as held for sale and therefore, its associated
assets and liabilities are classified as held for sale in the consolidated balance sheets as of December 31, 2024. As of December 31,
2024, the carrying value of the Exterior Street Project was $78.8 million, which is included in assets held for sale on the consolidated
balance sheet.

Street Loans

 On
March 29, 2019, we obtained a $35.0 million loan (the "Exterior Street Loan") from a financial institution which, commencing
on October 10, 2020, bore interest at LIBOR plus 2.25% through November 24, 2022. On December 21, 2021, the loan agreement
was amended to provide an additional $7.0 million loan (the "Exterior Street Supplemental Loan") which bore interest at LIBOR
plus 2.50% through November 24, 2022. The Exterior Street Loan and the Exterior Street Supplemental Loan are collectively referred
to as the Exterior Street Loans. The Exterior Street Loans require monthly interest-only payments with the outstanding principal balances
due in full at their maturity date. The Exterior Street Loans are collateralized by the Exterior Street Project.

 On
November 22, 2022, we and the financial institution entered into the second amendment to the Exterior Street Loans pursuant to which
the interest rate on the Exterior Street Loans was adjusted to SOFR plus 2.60% and their maturity dates were extended to November 24,
2023. On October 31, 2023, we and the financial institution entered into the third amendment to the Exterior Street Loans pursuant
to which the interest rate on the Exterior Street Loans was adjusted to SOFR plus 2.85% and their maturity date was further extended
to November 24, 2024. On November 22, 2024, we and the financial institution entered into the fourth amendment to the Exterior
Street Loans pursuant to which we made a principal payment of $2.0 million on the Exterior Street Loans, their interest rate was adjusted
to SOFR plus 3.00% and their maturity date was further extended to August 22, 2025. As of December 31, 2024 and 2023, the outstanding
aggregate principal balance of the Exterior Street Loans was $40.0 million (included in liabilities held for sale) and $42.0 million,
respectively.

 Santa

 We
have a 50% joint venture ownership interest in the Santa Monica Joint Venture. The Santa Monica Joint Venture is between us and an affiliate
of the Sponsor, a related party. We consolidate the Santa Monica Joint Venture and account for the other member's ownership interest
as a noncontrolling interest in our consolidated financial statements. In March 2022, the Santa Monica Joint Venture originated a $49.0
million promissory note (the "Santa Monica Note Receivable") to a borrower (the "Santa Monica Borrower"), which
was collateralized by two development projects located in Santa Monica, California. The Santa Monica Note Receivable bore interest at
SOFR + 7.00%, subject to a 7.15% floor.

the first quarter of 2023, the Santa Monica Joint Venture received a partial principal paydown of $14.0 million on the Santa Monica Note
Receivable in exchange for the release of one of the development projects, which had been completed, from the underlying collateral pool.
As a result, the remaining outstanding principal balance of the Santa Monica Note Receivable of $35.0 million was secured solely by the
Santa Monica Project, which consists of a proposed multifamily residential project on land parcels located in Santa Monica, California.

 Due
to financial difficulties, during the second quarter of 2023 the Santa Monica Borrower discontinued making monthly interest payments
on the Santa Monica Note Receivable, which subsequently matured on August 31, 2023. On December 29, 2023, ownership of the Santa Monica
Project was transferred to the Santa Monica Joint Venture via a deed in lieu of foreclosure transaction. In connection with the transfer,
the aggregate outstanding principal and accrued interest for the Santa Monica Note Receivable of $36.7 million, which approximated the
fair value of the Santa Monica Project at that time, was reclassified from notes receivable, net to development projects on the consolidated
balance sheets.

Charge

 Subsequent
to obtaining ownership of the Santa Monica Project, the Santa Monica Joint Venture decided to continue certain pre-development activities,
which had already been started by the former owner. However, during the third quarter of 2024, the Santa Monica Joint Venture decided
to no longer pursue development of the Santa Monica Project, but rather pursue various other strategies with respect to it, including
a sale or the potential transfer of ownership to the lender, which had provided a non-recourse mortgage loan (the "Santa Monica
Loan"), collateralized by the Santa Monica Project. As a result of this change in strategy, the Santa Monica Joint Venture determined
the carrying value of the Santa Monica Project was no longer fully recoverable and therefore, recorded a non-cash impairment charge of
$17.7 million (which is included in impairment charges on our consolidated statement of operations) during the third quarter of 2024,
in order to reduce the carrying value of the Santa Monica Project to its then estimated fair value of $19.0 million. In estimating the
fair value of the Santa Monica Project, the Santa Monica Joint Venture used the value provided by an independent, third-party commercial
real estate advisory and services firm.

 On
October 15, 2024 the Santa Monica Loan matured and it was not repaid, which constitutes an event of default and therefore, the loan became
due on demand. On October 30, 2024, the lender issued a formal notice of default and on October 31, 2024, the Santa Monica Joint Venture
notified the lender of its intent to transfer ownership of the underlying collateral, the Santa Monica Project, to the lender via
a deed-in-lieu of foreclosure transaction.

 As
of December 31, 2024 and 2023, the carrying value of the Santa Monica Project was $19.0 million and $36.7 million, respectively, which
is included in development projects on the consolidated balance sheets.

 Santa
Monica Loan

 On June 30, 2022, the Santa Monica Joint Venture
obtained the Santa Monica Loan, a loan of up to $33.1 million which initially bore interest at SOFR + 3.5%. The Santa Monica Loan requires
monthly interest-only payments with the outstanding principal balance due at its maturity date and was previously collateralized by the
Santa Monica Note Receivable, which was issued by the Santa Monica Joint Venture. During the first quarter of 2023, the Santa Monica Joint
Venture received a $14.0 million paydown on the Santa Monica Note Receivable, of which $11.3 million was used to make a paydown on the
Santa Monica Loan, which reduced its outstanding balance to $21.5 million. The Santa Monica Loan was initially scheduled to mature on
December 30, 2023, however, on September 5, 2023, the Santa Monica Joint Venture exercised an option to extend its maturity date to February
29, 2024.

 In
connection with this extension, the Santa Monica Joint Venture made an additional principal paydown of $2.1 million, which reduced the
outstanding balance of the Santa Monica Loan to $19.5 million. Additionally, the Santa Monica Joint Venture funded $0.9 million into
a cash collateral reserve account to cover the interest payments through February 29, 2024. In connection with the transfer of ownership
of the Santa Monica Project to the Santa Monica Joint Venture on December 29, 2023, the Santa Monica Loan was modified to substitute
the Santa Monica Project as the underlying collateral. Subsequently, in March 2024, the Santa Monica Loan was again modified pursuant
to which the interest rate was changed to SOFR + 4.5%, subject to a floor of 7.5%, the maturity date was changed to August 31, 2024 and
the interest reserve was replenished to cover the payments due through August 31, 2024. On September 5, 2024, the Santa Monica Loan was
further extended to October 15, 2024.

 On
October 15, 2024, the Santa Monica Loan matured and it was not repaid, which constitutes a maturity event of default and therefore, it
is due on demand. On October 30, 2024, the lender issued a formal notice of default and on October 31, 2024, the Santa Monica Joint Venture
notified the lender of its intent to transfer ownership of the underlying collateral, the Santa Monica Project, to the lender via a deed-in-lieu
of foreclosure transaction. Although the lender is currently not being paid interest at the stated default rate, during the year ended
December 31, 2024, the Santa Monica Joint Venture accrued $0.8 million of default interest expense (included in accounts payable,
accrued expenses and other liabilities on the consolidated balance sheets as of December 31, 2024) on the Santa Monica Loan pursuant
to the terms of its loan agreement. As of December 31, 2024, the outstanding principal balance of the Santa Monica Loan was $19.5 million.

 Moxy
Mortgage Loans

 On
November 29, 2023, we entered into a mortgage loan facility (the "Moxy Senior Loan") with an unrelated third party providing
for up to $110.0 million. At closing, $106.1 million of proceeds were advanced under the Moxy Senior Loan and the remaining availability
of $3.9 million could only be drawn to cover operating losses, subject to various conditions. The Moxy Senior Loan bears interest at
SOFR plus 4.00%, subject to a 7.50% floor, and initially matures on December 1, 2026, with two one-year extension options subject
to the satisfaction of certain conditions. As of December 31, 2024, the outstanding principal balance of the Moxy Senior Loan was $108.5
million and its remaining availability was $1.5 million.

 Simultaneously
on November 29, 2023, we also entered into a mortgage loan facility (the "Moxy Junior Loan" and together with the Moxy
Senior Loan, the "Moxy Mortgage Loans") with an unrelated third party providing for up to $31.3 million. At closing, $30.2
million of proceeds were advanced under the Moxy Junior Loan and the remaining availability of $1.1 million could only be drawn for operating
losses, subject to various conditions. The Moxy Junior Loan bears interest at SOFR plus 8.75%, subject to a 12.25% floor, and initially
matures on December 1, 2026, with two one-year extension options subject to the satisfaction of certain conditions. As of December
31, 2024, the outstanding principal balance of the Moxy Junior Loan and remaining availability were $30.9 million and $0.4 million, respectively.

 The
Moxy Mortgage Loans require monthly interest-only payments through their maturity dates and are collateralized by the Lower East Side
Moxy Hotel, however, the Moxy Junior Loan is subordinate to the Moxy Senior Loan. Aggregate proceeds of $130.0 million advanced at the
closing of the Moxy Mortgage Loans were used to repay in full existing construction mortgage indebtedness, which was collateralized by
the Lower East Side Moxy Hotel. In connection with the repayment of the existing construction mortgage indebtedness, we paid accrued
loan exit fees of $1.1 million and recorded a loss on debt extinguishment of $1.2 million, principally consisting of the write-off of
remaining unamortized deferred financing costs, during the fourth quarter of 2023.

to the terms of the Moxy Mortgage Loans, we are required to enter into two interest rate cap contracts with an aggregate notional amount
of $141.3 million (equal to the total maximum amounts available under the Moxy Senior Loan and the Moxy Junior Loan) for as long as the
Moxy Mortgage Loans remain outstanding. On November 29, 2023, we entered into two interest rate cap agreements with notional amounts
of $110.0 million and $31.3 million ($141.3 million in the aggregate) pursuant to which the SOFR rate is capped at 5.50% through June 1,
2025 and December 1, 2024 for the Moxy Senior Loan and the Moxy Junior Loan, respectively, at an aggregate cost of $0.2 million.
On November 22, 2024, we restructured the interest rate cap agreement for the Moxy Junior Loan with a notional amount of $31.3 million
pursuant to which the SOFR rate is capped at 5.50% to extend its maturity date through June 1, 2025, at an aggregate cost of $27.

 In
connection with obtaining the Moxy Mortgage Loans, we provided certain interest and carry costs guarantees and paid $4.1 million of loan
fees and expenses.

 Gantry
Park Loans

 On
November 19, 2014, the 2 nd Street Joint Venture entered into a $74.5 million mortgage loan (the "Gantry
Park Mortgage Loan"). The Gantry Park Mortgage Loan had a 10-year term with a maturity date of November 19, 2024, bore
interest at 4.48%, and required monthly interest-only payments for the first three years and monthly principal and interest payments
pursuant to a 30-year amortization schedule thereafter. The Gantry Park Mortgage Loan was collateralized by Gantry Park Landing. On November
19, 2024 the maturity date of the Gantry Park Mortgage Loan was extended to January 28, 2025. As of December 31, 2024, the outstanding
principal balance of the Gantry Park Mortgage Loan was $65.2 million.

 On
January 28, 2025, the 2 nd Street Joint Venture entered into a $67.2 million mortgage loan (the "Gantry Park Loan")
collateralized by Gantry Park Landing with a maturity date of February 7, 2030, bearing interest at 6.30%, that requires monthly principal
and interest payments pursuant to a 30-year amortization schedule for the first three years and interest-only payments thereafter through
maturity. A portion of the proceeds received at the closing of the Gantry Park Loan were used to repay in full the Gantry Park Mortgage
Loan.

 Contractual
Mortgage Obligations

 The
following is a summary of our contractual mortgage obligations payable over the next five years and thereafter as of December 31, 2024,
excluding the Exterior Street Loans, which are included in liabilities held for sale on the consolidated balance sheet as of that date.
All amounts are based on the initial scheduled maturity date of the related debt.

 Contractual Obligations

 2025

 2026

 2027

 2028

 2029

 Thereafter

 Total

 Principal Payments

 $
 84,660

 $
 139,346

 $
 -

 $
 -

 $
 -

 $
 -

 $
 224,006

 Interest Payments (1)

 13,977

 13,259

 -

 -

 -

 -

 27,236

 Total Contractual Obligations

 $
 98,637

 $
 152,605

 $
 -

 $
 -

 $
 -

 $
 -

 $
 251,242

 (1)
 These
 amounts represent future interest payments related to mortgage 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 applicable
 as of December 31, 2024 was used.

 Certain
of our debt agreements require the maintenance of prescribed ratios, including debt service coverage.

 As
of December 31, 2024, we were in compliance with all our financial covenants. Additionally, certain of our mortgages payable also contain
clauses providing for prepayment penalties.

 Mortgage
Debt Maturities

 As
previously discussed, the Gantry Park Mortgage Loan (outstanding principal balance of $65.2 million as of December 31, 2024) was repaid
in full on January 28, 2025 with a portion of the proceeds received from the Gantry Park Loan.

 The
Santa Monica Loan (outstanding principal balance of $19.5 million as of December 31, 2024) matured on October 14, 2024 and was not
repaid, which constitutes an event of default and therefore, it is due on demand. The Santa Monica Joint Venture currently intends to
transfer ownership of the underlying collateral, the Santa Monica Project, to the lender via a deed-in-lieu of foreclosure transaction.

 The
Exterior Street Loans (outstanding aggregate principal balance of $40.0 million as of December 31, 2024) are scheduled to mature on August
22, 2025. We currently expect to repay the aggregate outstanding balance with net proceeds from the potential sale of the Exterior Street
Project on or before the scheduled maturity date. See Notes 3 and 7 to the Notes to Consolidated Financial Statements for additional
information.

 We
have no additional significant maturities of mortgage debt over the next 12 months.

 Notes
Payable

 Margin
Loan

 We
have access to the Margin Loan from a financial institution that holds custody of certain of our marketable securities. The Margin Loan,
which is due on demand, bears interest at SOFR plus 0.85% (5.18% as of December 31, 2024) and is collateralized by the marketable securities
in our account. The amounts available to us under the Margin Loan are at the discretion of the financial institution and not limited
to the amount of collateral in our account. There were no amounts outstanding under the Margin Loan as of both December 31, 2024 and
2023.

 Line
of Credit

 We have a Line of Credit with a financial institution
that provides for borrowings up to a maximum of $20.0 million, subject to a 40% loan-to-value ratio based on the fair value of the underlying
collateral, which matures on November 30, 2026 and bears interest at SOFR plus 1.35% (5.68% as of December 31, 2024). The Line of Credit
is collateralized by an aggregate of 200,247 of Marco OP Units. As of December 31, 2024, the amount of borrowings available to be drawn
under the Line of Credit was $13.8 million. No amounts were outstanding under the Line of Credit as of both December 31, 2024 and 2023.

 SRP

 Our
SRP may provide our stockholders with limited, interim liquidity by enabling them to sell their Common Shares back to us, subject to
various restrictions.

 Our
SRP currently provides for redemption requests to be submitted in connection with either a stockholder's death or hardship and
the price for all such purchases has been set at our estimated NAV per Share as of the date of actual redemption. Our estimated NAV per
Share is determined by our Board of Directors and reported by us from time to time. Requests for redemptions in connection with a stockholder's
death must be submitted and received by us within one year of the stockholder's date of death to be eligible for consideration.

our Board of Directors has established that on an annual basis we will not redeem in excess of 1.0% and 0.5% of the number of Common
Shares outstanding as of the end of the preceding year for either death redemptions or hardship redemptions, respectively. Additionally,
eligible redemption requests are generally expected to be processed on a quarterly basis and will be subject to proration if either type
of redemption requests exceeds the annual limitations established by our Board of Directors. Furthermore, our Board of Directors may,
at their sole discretion, amend or suspend the SRP at any time without any notice to stockholders.

the year ended December 31, 2024, we repurchased 324,684 Common Shares at a weighted average price per share of $11.85. During the year
ended December 31, 2023, we repurchased 283,091 Common Shares at a weighted average price per share of $12.19.

 DRIP

 Our
DRIP provides our shareholders with an opportunity to purchase additional Common Shares at a discount to our estimated NAV per Share.
Under our DRIP, a shareholder may acquire, from time to time, additional Common Shares by reinvesting any cash distributions payable
by us to such shareholder, without incurring any brokerage commission, fees or service charges.

 Our
current DRIP Registration Statement on Form S-3D was filed and became effective as amended and restated, under the Securities Act on
October 25, 2018.

to the terms of our DRIP, our stockholders who elect to participate may invest all or a portion of any cash distributions that we pay
them on their Common Shares in additional Common Shares at a purchase price equal to 95% of our estimated NAV per Share in effect as
of the record date of such distribution. Effective on March 17, 2025, the Board of Directors determined and approved our NAV per Share
of $10.96 as of December 31, 2024. As a result, effective on that date, the purchase price for Common Shares under the DRIP became $10.41
per share. As of December 31, 2024, 9.9 million Common Shares were available for issuance under our DRIP.

 Our
Board of Directors reserves the right to terminate the DRIP for any reason without cause by providing written notice of the termination
to all participants.

 Common

each of the first two calendar quarters of 2023, quarterly distributions on our Common Shares were declared at the pro rata equivalent
of an annual distribution of $0.70 per share, or an annualized rate of 7% assuming a purchase price of $10.00 per share, to stockholders
of record at the close of business on the last day of the quarter-end. During the third calendar quarter of 2023, a quarterly distribution
on our Common Shares was declared at the pro rata equivalent of an annual distribution of $0.35 per share, or an annualized rate of 3.5%
assuming a purchase price of $10.00 per share, to stockholders of record at the close of business on the last day of the quarter-end.
All distributions were paid on or about the 15th day of the month following the quarter-end and stockholders had the option to elect
the receipt of Common Shares under our DRIP in lieu of payment of cash for the distributions from us.

 On
November 10, 2023, the Board of Directors determined to suspend regular quarterly distributions. No distributions were declared or paid
during the year ended December 31, 2024. During the year ended December 31, 2023, total distributions declared and paid on our Common
Shares were $9.5 million and $13.1 million, respectively.

 SLP
Units

each of the first two calendar quarters of 2023, quarterly distributions declared and paid on the SLP Units were at a 7% annualized rate
of return. Because the quarterly distribution declared by the Board of Directors on Common Shares for the third calendar quarter of 2023
did not equate to at least an annualized rate of 7%, assuming a purchase price of $10.00 per share, no distributions were declared on
the SLP Units for the third calendar quarter of 2023. Until distributions on Common Shares are brought current to at least an annualized
rate of 7% assuming a purchase price of $10.00 per share, no distributions will be declared on the SLP Units. Any future distributions
on the SLP Units will always be subordinated until stockholders receive a stated preferred return.

the year ended December 31, 2024, no distributions were declared or paid on the SLP Units. During the year ended December 31, 2023, total
distributions declared and paid on the SLP Units were $1.0 million and $1.6 million, respectively, and are part of noncontrolling interests.

 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.

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.

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.

 The
below table illustrates the items deducted in the calculation of FFO and MFFO. Items are presented net of non-controlling interest portions
where applicable.

 $
 (25,396
)

 $
 (13,249
)

 FFO adjustments:

 Depreciation and amortization

 7,027

 6,949

 Adjustments to equity earnings from unconsolidated affiliated entity

 2,434

 3,628

 Gain on disposal of investment property

 (18,987
)

 (1,121
)

 Income tax on redemptions of preferred investments in related parties

 2,474

 Impairment charges

 34,353

 -

 FFO

 (1,319
)

 MFFO adjustments:

 Noncash adjustments:

 Mark to market adjustments (1)

 (6,439
)

 (5,371
)

 Loss on debt extinguishment (2)

 -

 1,219

 Loss/(gain) on sale of marketable securities (2)

 -

 MFFO

 (6,278
)

 (4,486
)

 Straight-line rent (3)

 MFFO - IPA recommended format

 $
 (6,233
)

 $
 (4,464
)

 $
 (25,396
)

 $
 (13,249
)

 Less: income attributable to noncontrolling interests

 9,391

 (1,824
)

 Net loss applicable to Company's common shares

 $
 (16,005
)

 $
 (15,073
)

 Net loss per common share, basic and diluted

 $
 (0.75
)

 $
 (0.69
)

 FFO

 $

 $
 (1,319
)

 Less: FFO attributable to noncontrolling interests

 (480
)

 (2,735
)

 FFO attributable to Company's common shares

 $
 (319
)

 $
 (4,054
)

 FFO per common share, basic and diluted

 $
 (0.01
)

 $
 (0.19
)

 MFFO - IPA recommended format

 $
 (6,233
)

 $
 (4,464
)

 Less: MFFO attributable to noncontrolling interests

 (81
)

 (2,452
)

 MFFO attributable to Company's common shares

 $
 (6,314
)

 $
 (6,916
)

 Weighted average number of common shares outstanding, basic and diluted

 21,398

 21,713

 (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.
 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.

 (3)
 Under
 GAAP, rental receipts are recognized on a straight-line basis through the expiration of the
 non-cancelable term of the lease. This may result in income recognition that is significantly
 different than underlying contract terms. By adjusting for these items, MFFO provides useful
 supplemental information on the realized economic impact of lease terms and debt investments,
 providing insight on the contractual cash flows of such lease terms and debt investments,
 and aligns results with management's analysis of operating performance.

 The
table below presents our cumulative distributions paid and cumulative FFO:

 From inception

 through

2024

 FFO attributable to Company's Common Shares

 $
 252,566

 Distributions paid

 $
 292,086

 For
the year ended December 31, 2024, cash flow used in operations was $0.3 million and FFO attributable to our Common Shares was negative
$0.3 million. For the year ended December 31, 2023, cash flow used in operations was $7.6 million and FFO attributable to our Common
Shares was negative $4.1 million.

 No
distributions were paid on our Common Shares during the year ended December 31, 2024. For the year ended December 31, 2023, we paid cash
distributions on our Common Shares of $13.1 million.

 New
Accounting Pronouncements

 See
Note 2 to the Notes to Consolidated Financial Statements for further information concerning accounting standards that we have not yet
been required to adopt and may be applicable to our future operations.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Value Plus REIT I, Inc. and Subsidiaries

 (a
Maryland corporation)

 Page

 Report of Independent Registered Public Accounting Firm

 Financial
 Statements:

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024 and 2023

 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of

Value Plus REIT I, Inc.

 Opinion
on the Financial Statements

 We have audited the accompanying consolidated balance sheets of Lightstone
Value Plus REIT I, Inc. and Subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements
of operations, comprehensive loss, 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.

 Net Investment Property, Development Projects and Investment in
Unconsolidated Affiliated Entity – Impairment Evaluation

 As of December 31, 2024, the Company had investment property net of
accumulated depreciation of approximately $252.8 million, development projects of $19 million, assets held-for-sale of approximately $80.6
million, and an investment in an unconsolidated affiliated entity of approximately $14.8 million. The Company also recognized impairment
charges of approximately $34.4 million for the year ended December 31, 2024.

 As disclosed in Note 2 to the financial statements, the Company evaluates
the recoverability of investment property and development projects at the lowest identifiable level, the individual property level, and
evaluates its investment property and development projects for potential impairment whenever events or changes in circumstances indicate
that the carrying amount of the investment property or development projects may not be recoverable.

 F- 2

 The Company utilizes judgment to determine if the severity of any single
indicator, or the fact that there are a number of indicators of less severity that when combined, would result in an indication that the
individual investment property or development project may need to be assessed for impairment. Examples of the types of events or changes
in circumstances that would cause management to assess the Company's investment property or development projects for potential impairment
include but are not limited to: significant underperformance relative to historical or projected future operating results and significant
negative industry or economic trends. When such events or changes in circumstances are present, the Company assesses potential impairment
by comparing estimated undiscounted future operating cash flows expected to be generated over the holding period of the investment property
or development project and from their eventual disposition to their carrying amount. The estimates include significant assumptions such
as future net 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. An investment property or development project is impaired only if management's
estimate of the fair value of the investment property or development project is less than the carrying value and is not recoverable. During
2024, management identified certain conditions indicating that the carrying value of the Company's development projects may not
be recoverable. Management performed a recoverability analysis and determined that the carrying value of these projects exceeded their
estimated undiscounted cash flows. Accordingly, management recognized an impairment charge to reduce the carrying value to the respective
projects' estimated fair value. Management did not identify any indicators of impairment with respect to its investment property.

 Furthermore, the Company reviews its investment in unconsolidated affiliated
entity for impairment whenever events or changes in circumstances indicate that the carrying amount of such investment may not be fully
recoverable. The investment in unconsolidated affiliated entity is impaired only if management's estimate of the fair value of the
investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. The ultimate
realization of the Company's investment in partially owned entities is dependent on a number of factors including the performance
of that entity and market conditions. If the Company determines that a decline in the value of a partially owned entity is other than
temporary, it will record an impairment charge. Management did not identify any events or changes in circumstances related to its investment
in unconsolidated affiliated entity that indicated the carrying value may not be fully recoverable as of December 31, 2024.

 We identified management's impairment evaluation as a critical
audit matter due to significant judgments made by management in i) identifying indicators of impairment related to its investment property,
development projects, and investment in unconsolidated affiliated entity; ii) estimating recoverability applicable to its development
projects based on their expected undiscounted cash flows over their estimated holding periods; iii) developing estimates of fair value
of its development projects; and iv) recognition of an impairment charge on its development projects. 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
estimates and assumptions.

 Addressing the matter involved performing procedures and evaluating
audit evidence in connection with forming our overall opinion on the financial statements. These procedures included assessing the design
of controls over the Company's impairment evaluation process. Our procedures also included, among others, assessing the methodologies
applied, and independently assessing the existence of any indicators of impairment and evaluating those identified by management. With
respect to the development projects and the identified indicators of impairment, we performed an analysis and examination of estimates
of future undiscounted cash flows and current fair values, including their related assumptions. These assumptions included, holding periods,
and estimates of projected cash flows. We also examined third-party valuation information, an executed sales contract and memoranda prepared
by management documenting its analysis and conclusions. We considered if the determination was reasonable based on the identified indicators
of impairment and the current facts and circumstances relating to impaired assets, and if consistent with evidence obtained in other
areas of the audit. We used our valuation specialist to assist with evaluating the reasonableness of the assumptions and methodologies
used in the third-party valuation. We tested the completeness and accuracy of the underlying data used by management in its evaluation
and tested the mathematical accuracy of the calculations. We held discussions with management about the current status of the development
projects to understand how management's significant estimates and assumptions are developed considering current and potential future
market conditions.

 /s/
 EisnerAmper LLP

 We
have served as the Company's auditor since 2010.

 EISNERAMPER
LLP

 New
York, New York

 F- 3

BALANCE SHEETS

in thousands, except per share data)

 As of
 2024

 As of
 2023

 Assets

 Investment property:

 Land and improvements

 $
 91,177

 $
 95,780

 Building and improvements

 173,283

 172,729

 Furniture and fixtures

 17,861

 17,300

 Construction in progress

 1,427

 Gross investment property

 282,454

 287,236

 Less: accumulated depreciation

 ( 29,631
)

 ( 22,652
)

 Net investment property

 252,823

 264,584

 Development projects

 19,000

 132,370

 Investment in related party

 Investment in unconsolidated affiliated entity

 14,778

 16,914

 Cash and cash equivalents

 27,819

 10,547

 Marketable securities

 40,180

 35,218

 Restricted cash

 7,300

 7,813

 Other assets

 4,555

 5,211

 Assets held for sale

 80,592

 -

 Total Assets

 $
 447,477

 $
 473,147

 Liabilities and Stockholders' Equity

 Mortgages payable, net

 $
 221,252

 $
 259,698

 Accounts payable, accrued expenses and other liabilities

 15,718

 15,048

 Liabilities held for sale

 42,188

 -

 Total Liabilities

 279,158

 274,746

 Commitments and contingencies

 Stockholders' equity:

 Company's Stockholders' Equity:

 Preferred shares, $ 0.01 par value, 10.0 million shares authorized, none issued and outstanding

 -

 -

 Common stock, $ 0.01 par value; 60.0 million shares authorized, 21.3 million and 21.6 million shares issued and outstanding, respectively

 Additional paid-in-capital

 157,178

 161,174

 Accumulated surplus

 9,449

 25,454

 Total Company's stockholders' equity

 166,839

 186,843

 -

 -

 Noncontrolling interests

 1,480

 11,558

 Total Stockholders' Equity

 168,319

 198,401

 Total Liabilities and
 Stockholders' Equity

 $
 447,477

 $
 473,147

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

STATEMENTS OF OPERATIONS

in thousands, except per share data)

 2024

 2023

 Revenues:

 Rental revenues

 $
 10,957

 $
 10,180

 Hotel revenues

 54,239

 50,333

 Total revenues

 65,196

 60,513

 Expenses:

 Property operating expenses

 3,176

 3,191

 Hotel operating expenses

 36,609

 35,702

 Real estate taxes

 3,008

 1,465

 General and administrative costs

 4,145

 4,029

 Impairment charges

 34,353

 -

 Pre-opening costs

 -

 Depreciation and amortization

 7,027

 6,949

 Total expenses

 88,318

 51,419

 Interest and dividend income

 2,499

 6,482

 Interest expense

 ( 25,740
)

 ( 25,991
)

 Gain on disposition of real estate

 18,987

 1,121

 Loss on sale of marketable securities

 -

 ( 985
)

 Unrealized gain on marketable equity securities

 6,526

 7,140

 Loss from investment in unconsolidated affiliated entity

 ( 3,685
)

 ( 4,844
)

 Loss on debt extinguishment

 -

 ( 1,219
)

 Mark to market adjustments on derivative financial instruments

 ( 87
)

 ( 1,769
)

 Other expense, net

 ( 774
)

 ( 2,278
)

)

 ( 13,249
)

 Less: net loss/(income) attributable to noncontrolling interests

 9,391

 ( 1,824
)

 Net loss attributable to Company's common shares

 $
 ( 16,005
)

 $
 ( 15,073
)

 Basic and diluted net loss per Company's common share:

 Net loss per Company's common shares, basic and diluted

 $
 ( 0.75
)

 $
 ( 0.69
)

 Weighted average number of common shares outstanding, basic and diluted

 21,398

 21,713

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

STATEMENTS OF COMPREHENSIVE LOSS

in thousands)

 2024

 2023

 $
)

 $
 ( 13,249
)

 Other comprehensive income:

 Holding loss on available for sale debt securities

 -

 ( 208
)

 Reclassification adjustment for loss included in net loss

 -

 Other comprehensive income:

 -

 Comprehensive loss

)

 ( 13,098
)

 Less: Comprehensive loss/(income) attributable to noncontrolling interests

 9,391

 ( 1,816
)

 Comprehensive loss attributable to the Company's common shares

 $
 ( 16,005
)

 $
 ( 14,914
)

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

STATEMENTS OF STOCKHOLDERS' EQUITY

in thousands)

 Common

 Additional
 Paid-In

 Accumulated
 Other
 Comprehensive

 Accumulated

 Total

 Total

 Amount

 Capital

 Income

 Surplus

 Interests

 Equity

 BALANCE, December 31, 2022

 21,840

 $

 $
 164,331

 $
 ( 159
)

 $
 50,051

 $
 12,333

 226,774

 -

 -

 -

 -

 ( 15,073
)

 1,824

 ( 13,249
)

 Other comprehensive loss

 -

 -

 -

 -

 ( 8
)

 Distributions declared (a)

 -

 -

 -

 -

 ( 9,524
)

 -

 ( 9,524
)

 Distributions paid to noncontrolling interests

 -

 -

 -

 -

 -

 ( 4,465
)

 ( 4,465
)

 Contributions received from noncontrolling interests

 -

 -

 -

 -

 -

 1,874

 1,874

 Redemption and cancellation of shares

 ( 283
)

 ( 3
)

 ( 3,451
)

 -

 -

 -

 ( 3,454
)

 Shares issued from distribution reinvestment
 program

 -

 -

 -

 -

 BALANCE, December 31, 2023

 21,582

 $

 $
 161,174

 $
 -

 $
 25,454

 $
 11,558

 $
 198,401

 (a) Distributions per share were $0.4375.

 -

 -

 -

 -

 ( 16,005
)

 ( 9,391
)

)

 Distributions paid to noncontrolling interests

 -

 -

 -

 -

 -

 ( 72
)

 ( 72
)

 Non-cash distributions to noncontrolling interests (see note
 10)

 -

 -

 ( 151
)

 -

 -

 ( 1,413
)

 ( 1,564
)

 Contributions received from noncontrolling interests

 -

 -

 -

 -

 -

 Redemption and cancellation of shares

 ( 325
)

 ( 3
)

 ( 3,845
)

 -

 -

 -

 ( 3,848
)

 BALANCE, December 31, 2024

 21,257

 $

 $
 157,178

 $
 -

 $
 9,449

 $
 1,480

 $
 168,319

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 7

STATEMENTS OF CASH FLOWS

in thousands)

 December
 31,

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 $
)

 $
 ( 13,249
)

 Adjustments to reconcile net loss to net cash used in operating
 activities:

 Depreciation and amortization

 7,027

 6,949

 Gain on disposition of real estate

 ( 18,987
)

 ( 1,121
)

 Impairment charges

 34,353

 -

 Loss on debt extinguishment

 -

 1,219

 Loss from investment in unconsolidated affiliated entity

 3,685

 4,844

 Mark to market adjustments on derivative financial instruments

 1,769

 Unrealized gain on marketable equity securities

 ( 6,526
)

 ( 7,140
)

 Loss on sale of marketable securities

 -

 Amortization of deferred financing costs

 2,487

 3,248

 Noncash interest income

 -

 ( 941
)

 Other non-cash adjustments

 Changes in assets and liabilities:

 Increase in other assets

 ( 1,396
)

 ( 1,704
)

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

 ( 2,919
)

 Increase in due to related parties

 1,349

 Net cash used in operating activities

 ( 2,834
)

 ( 7,610
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of development property and investment property

 ( 1,732
)

 ( 8,914
)

 Purchase of marketable securities

 ( 187
)

 ( 9,305
)

 Proceeds from sale of marketable securities

 26,317

 Proceeds from sale of investment property

 25,047

 1,382

 Deposit received on sale of investment property

 2,500

 -

 Investment in joint venture

 ( 9
)

 ( 68
)

 Distributions from joint venture

 Proceeds from redemption of preferred investment in related
 party

 -

 6,000

 Funding of notes receivable

 -

 Release of reserves on notes receivable

 -

 ( 300
)

 Proceeds from repayment of notes receivable

 -

 14,000

 Investments in unconsolidated affiliated
 real estate entity

 ( 1,549
)

 ( 1,964
)

 Net cash provided by investing activities

 24,326

 27,924

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from mortgage financing

 3,036

 144,209

 Mortgage principal payments

 ( 3,513
)

 ( 144,840
)

 Proceeds from notes payable

 3,000

 -

 Payment of notes payable

 ( 3,000
)

 -

 Payment of loan fees and expenses

 ( 1,134
)

 ( 4,806
)

 Redemption and cancellation of common shares

 ( 3,848
)

 ( 3,454
)

 Contributions received from noncontrolling interests

 1,874

 Distributions paid to noncontrolling interests

 ( 72
)

 ( 4,465
)

 Distributions paid to Company's common
 stockholders

 -

 ( 13,055
)

 Net cash used in financing activities

 ( 4,733
)

 ( 24,537
)

 Change in cash, cash equivalents and restricted
 cash

 16,759

 ( 4,223
)

 Cash, cash equivalents
 and restricted cash, beginning of year

 22,583

 Cash, cash equivalents
 and restricted cash, end of period

 $
 35,119

 $

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 8

 NOTES

 For

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

 1.
 Structure

Value Plus REIT I, Inc., is a Maryland corporation ("Lightstone REIT I"), formed on June 8, 2004, which has elected
to be taxed and qualify as a real estate investment trust ("REIT") for United States ("U.S.") federal income
tax purposes. Lightstone REIT I was formed primarily for the purpose of engaging in the business of investing in and owning commercial
and multifamily residential real estate properties and making other real estate-related investments located throughout the U.S.

REIT I is structured as an umbrella partnership REIT, or UPREIT, and substantially all of its current and future business is and will
be conducted through Lightstone Value Plus REIT, L.P. (the "Operating Partnership"), a Delaware limited partnership formed
on July 12, 2004. As of December 31, 2024, Lightstone REIT I held a 98 % general partnership interest in the Operating Partnership's
common units ("Common Units").

REIT I, together with the Operating Partnership and its subsidiaries are collectively referred to as the "Company" and the
use of "we," "our," "us" or similar pronouns refers to Lightstone REIT I, its Operating Partnership
or the Company as required by the context in which such pronoun is used.

 Through
its Operating Partnership, the Company owns, operates and develops commercial and multifamily residential properties and makes other
real estate-related investments, principally in the U.S. The Company's real estate investments are held by it alone or jointly
with other parties. The Company also originates or acquires mortgage loans secured by real estate. Although most of its investments are
of these types, the Company may invest in whatever types of real estate or real estate-related investments that it believes is in its
best interests. Since its inception, the Company has owned and managed various commercial and multifamily residential properties located
throughout the U.S. The Company evaluates all of its real estate investments as one operating segment. The Company currently intends
to hold its real estate investments until such time as it determines that a sale or other disposition appears to be advantageous to achieve
its objectives or until it appears that the objectives will not be met.

 As
of December 31, 2024, the Company (i) has ownership interests in and consolidates two operating properties and two development projects
and (ii) has ownership interests through two unconsolidated joint ventures in a portfolio of nine multifamily residential properties
(the "Columbus Portfolio") located in the Columbus, Ohio metropolitan area and a portfolio of five limited service hotel
properties (the "Hotel JV Portfolio").

 With
respect to its consolidated operating properties, the Company wholly owns a 303-room Marriott International, Inc. ("Marriott")
branded Moxy hotel (the "Lower East Side Moxy Hotel"), located in the Lower East Side neighborhood in the Manhattan borough
of New York City, which it developed, constructed and opened on October 27, 2022 and has a 59.2 % majority ownership interest
in 50-01 2 nd St. Associates LLC (the "2 nd Street Joint Venture"), a joint venture between
the Company and a related party, which developed, constructed and owns a 199-unit luxury, multifamily residential property ("Gantry
Park Landing"), located in the Long Island City neighborhood in the Queens borough of New York City.

 With
respect to its consolidated development projects, the Company wholly owns three land parcels located at 355 & 399 Exterior Street
in the Mott Haven neighborhood in the Bronx borough of New York City, which it acquired for the development of a mixed-use multifamily
residential and commercial retail project (the "Exterior Street Project") and the Company has a 50 % joint venture ownership
interest in LSC 1543 7th LLC (the "Santa Monica Joint Venture"), a joint venture between the Company and a related party,
which owns certain land parcels located in Santa Monica, California, on which a multifamily residential project (the "Santa Monica
Project") has been proposed. See Notes 3 and 7 for additional information.

 With
respect to our unconsolidated properties, the Company holds a 19 % joint venture ownership interest in Columbus Portfolio Member LLC (the
"Columbus Joint Venture"), which owns the Columbus Portfolio, and it holds a 2.5 % joint venture ownership interest
in LVP Holdco JV LLC (the "Hotel Joint Venture"), which owns the Hotel JV Portfolio. The Company accounts for its 19 % joint
venture ownership interest in the Columbus Joint Venture under the equity method of accounting and it accounts for its 2.5 % joint venture
ownership interest in the Hotel Joint Venture using a measurement alternative pursuant to which its investment is measured at cost, adjusted
for observable price changes and impairments, if any. Both the Columbus Joint Venture and the Hotel Joint Venture are between the Company
and related parties.

 The
Company's advisor is Lightstone Value Plus REIT, LLC (the "Advisor"), which is majority owned by David Lichtenstein.
On July 6, 2004, the Advisor contributed $ 2 to the Operating Partnership in exchange for 200 Common Units. The Company's
Advisor also owns 20,000 shares of the Company's common stock ("Common Shares") which were issued on July 6,
2004 for $ 200, or $ 10.00 per share. Mr. Lichtenstein also is the majority owner of the equity interests of The Lightstone Group,
LLC (the "Sponsor"), which served as the Company's sponsor during its initial public offering (the "Offering"),
which terminated on October 10, 2008. The Company's Advisor, pursuant to the terms of an advisory agreement, together with
its board of directors (the "Board of Directors"), is primarily responsible for making investment decisions on the Company's
behalf and managing its day-to-day operations. Through his ownership and control of Sponsor, Mr. Lichtenstein is the indirect owner
and manager of Lightstone SLP, LLC, a Delaware limited liability company, which owns an aggregate of $ 30.0 million of special general
partner interests ("SLP Units") in the Operating Partnership which were purchased, at a cost of $ 100,000 per unit, in
connection with the Company's Offering. Mr. Lichtenstein also acts as the Company's Chairman and Chief Executive Officer.
As a result, he exerts influence over but does not control Lightstone REIT I or the Operating Partnership.

 The
Company has no employees. The Company is dependent on the Advisor and certain affiliates of its Sponsor for performing a full range of
services that are essential to it, including asset management, property management (excluding its hospitality property, which is managed
by unrelated third-party property managers) 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 certain affiliates of the
Company's Sponsor 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.

 F- 9

 NOTES

 For

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

 The
Company's Common Shares are not currently listed on a national securities exchange. The Company may seek to list its Common Shares
for trading on a national securities exchange only if a majority of independent directors believe listing them would be in the best interest
of its stockholders. However, the Company does not intend to list its Common Shares at this time. The Company does not anticipate that
there would be any active market for its Common Shares until they are listed for trading.

 Related
Parties

 The
Company's Sponsor, Advisor and their affiliates, including Lightstone SLP, LLC, are related parties of the Company as well as other
public REITs also sponsored and/or advised by these entities. Pursuant to the terms of various agreements, certain of these entities
are entitled to compensation and reimbursement of costs incurred for services related to the investment, management and disposition of
the Company's assets. The compensation is generally based on the cost of acquired properties/investments and the annual revenue
earned from such properties/investments, and other such fees and expense reimbursements as outlined in each of the respective agreements.

Interests

 Partners
of Operating Partnership

 On
July 6, 2004, the Advisor contributed $ 2 to the Operating Partnership in exchange for 200 Common Units in the Operating
Partnership. The Advisor has the right to convert the Common Units into cash or, at the option of the Company, an equal number of shares
of Common Shares.

 In
connection with the Offering, Lightstone SLP, LLC, an affiliate of the Advisor, purchased an aggregate of $ 30.0 million of SLP Units.
As the majority owner of the SLP Units, Mr. Lichtenstein is the beneficial owner of a 99 % interest in such SLP Units and thus
receives an indirect benefit from any distributions made in respect thereof. These SLP Units may be entitled to a portion of any regular
and liquidation distributions that the Company makes to its stockholders, but only after the Company's stockholders have received
a stated preferred return.

 In
addition, an aggregate 497,209 Common Units were issued to other unrelated parties during 2008 and 2009 and remain outstanding
as of December 31, 2024.

 Other
Noncontrolling Interests in Consolidated Subsidiaries

 Other
noncontrolling interests in consolidated subsidiaries include the joint venture ownership interests held by either the Sponsor or its
affiliates in (i) Pro-DFJV Holdings LLC ("PRO") through its liquidation on December 26, 2024, (ii) the 2 nd Street
Joint Venture and (iii) the Santa Monica Joint Venture (see Note 3). PRO's holdings principally consisted of common units ("Simon
OP Units") of Simon Property Group, L.P., the operating partnership of Simon Property Group, Inc. ("Simon Inc."), a
public REIT that is an owner and operator of shopping malls and outlet centers. The 2 nd Street Joint Venture owns Gantry
Park Landing and the Santa Monica Joint Venture owns the Santa Monica Project.

 See
Note 10 for further discussion of noncontrolling interests.

 F- 10

 NOTES

 For

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

 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, the Company's 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 I, and the Operating Partnership and its subsidiaries (over
which the Company exercises financial and operating control). As of December 31, 2024, Lightstone REIT I had a 98 % general partnership
interest in the Operating Partnership. 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.

in entities where the Company has the ability to exercise significant influence, but does not exercise financial and operating control,
and is not considered to be the primary beneficiary of a variable interest entity ("VIE"), will be accounted for using the
equity method. Investments in entities where the Company has virtually no influence are accounted for using a measurement alternative
under which the investment is measured at cost, adjusted for observable price changes and impairments, if any.

 Cash,
Cash Equivalents and Restricted Cash

 The
Company considers all highly liquid investments with an original maturity of three months or less when made to be cash equivalents. As
of December 31, 2024 and 2023, the Company had cash deposited in certain financial institutions in excess of U.S. 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 with respect to its 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 its 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 of 1986, as amended.

 F- 11

 NOTES

 For

amounts in thousands, except per share/unit 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 the statements of cash
flows for the periods presented:

 As of December 31,

 2024

 2023

 Cash and cash equivalents

 $
 27,819

 $
 10,547

 Restricted cash

 7,300

 7,813

 Total cash, cash equivalents and restricted cash

 $
 35,119

 $

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

 2024

 2023

 Cash paid for interest

 $
 22,481

 $
 24,382

 Cash paid for income taxes

 $

 $
 2,527

 Non-cash distribution to noncontrolling interest

 $
 1,564

 $
 -

 Accrued development costs

 $
 -

 $

 Amortization of deferred financing costs included in development projects

 $
 -

 $

 Holding gain/loss on available for sale debt securities

 $
 -

 $

 Value of shares issued from distribution reinvestment program

 $
 -

 $

 Conversion of note receivable to development project

 $
 -

 $
 36,574

Securities

securities consist of equity securities that are designated as available-for-sale. The Company's marketable equity securities are
recorded at fair value and unrealized holding gains and losses are recognized on the consolidated statements of operations. Realized
gains or losses resulting from the sale of these securities are determined based on the specific identification of the securities sold.

 The
Board of Directors has authorized the Company from time to time to invest the Company's available cash in marketable securities
of real estate related companies. The Board of Directors has approved investments of marketable securities of real estate companies up
to 30 % of the Company's total assets to be made at the Company's discretion, subject to compliance with any REIT or other
restrictions.

 Revenue
Recognition

 Rental

 The
Company's rental revenues are primarily comprised of rental income and tenant recovery income derived from operating leases for
its multifamily residential property. 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.

 Hotel

 Hotel
revenues consists of amounts derived from operation of the Lower East Side Moxy Hotel, including its food and beverage venues.

 Room
revenue is generated through contracts with customers whereby the customers agree to pay a daily rate for the right to use a hotel room.
The Company's contract performance obligations are fulfilled at the end of the day that the customer is provided the room and revenue
is recognized daily at the contract rate. Payment from the customer is generally secured at the end of the contract upon check-out by
the customer from our hotel. The Company participates in a frequent guest program sponsored by the brand owner of its hotel whereby the
brand owner allows guests to earn loyalty points during their hotel stay. The Company recognizes revenue at the amount earned that it
will receive from the brand owner when a guest redeems their loyalty points by staying at the Company's hotel.

 F- 12

 NOTES

 For

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

 Revenue
from food, beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a
hotel room and revenue is recognized when these goods or services are provided to the customer and the Company's contract performance
obligations have been fulfilled.

are recorded net of any sales or occupancy tax collected from the hotel's guests. Some contracts for rooms, food, beverage or other
services require an upfront deposit which is recorded as deferred revenue (or contract liabilities) and recognized once the performance
obligations are satisfied. The contract liabilities are not significant.

 The
following table represents the total hotel revenues on a disaggregated basis:

 Hotel revenues

 2024

 2023

 Room revenue

 $
 29,498

 $
 24,902

 Food, beverage and other revenue

 24,741

 25,431

 Total hotel revenues

 $
 54,239

 $
 50,333

 Consolidated
VIEs

 The
Company consolidates certain joint ventures which are VIEs, for which the Company is the primary beneficiary. Generally, a VIE is
a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors
lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited
partnership, or legal entities such as an LLC, are considered a VIE when the majority of the limited partners unrelated to the general
partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that
most significantly affect the financial results of the partnership. In determining whether the Company is the primary beneficiary of
a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly
impact the VIE's economic performance and which party controls such activities; the amount and characteristics of our investment;
the obligation or likelihood for the Company or other investors to provide financial support; and the similarity with and significance
to our business activities and the business activities of the other investors. Significant judgments related to these determinations
include estimates about the current and future fair values and performance of real estate held by these VIEs and general market conditions.

in Real Estate

 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 tenant
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.

 Accounting
for Development Projects

 The
Company incurs a variety of costs in the development of a property. The costs of land and building under development include specifically
identifiable costs. The capitalized costs include, but are not limited to, pre-construction costs essential to the development of the
property, development costs, construction costs, interest costs, real estate taxes and other costs incurred during the period of development.
The Company ceases capitalization when the development project is substantially complete and it is placed in service, which may
occur in phases. Determination of when a development project is substantially complete and capitalization must cease involves a degree
of judgment. The Company expenses the costs associated with pre-opening activities associated with its development and construction
projects as incurred. Pre-opening costs generally consist of non-recurring personnel, marketing and other costs.

 Once
a development project is placed in service, which may occur in phases or for an entire building or project, the costs capitalized to
that development project are transferred to land and improvements, buildings and improvements, and furniture and fixtures on the Company's
consolidated balance sheet at the historical cost of the property.

 F- 13

 NOTES

 For

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

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.

in Unconsolidated Entities

 The
Company evaluates its investments in other entities for consolidation. It considers its percentage interest in the joint venture, evaluation
of control and whether a VIE exists when determining whether or not the investment qualifies for consolidation or if it should be accounted
for as an unconsolidated investment under the equity method of accounting.

 If
an investment qualifies for the equity method of accounting, the Company's investment is recorded initially at cost, and subsequently
adjusted for equity in earnings and any cash contributions and distributions. The earnings of an unconsolidated investment are allocated
to its investors in accordance with the provisions of the operating agreement of the entity. The allocation provisions in these agreements
may differ from the actual percentage of ownership interest held by each investor. Differences, if any, between the carrying amount of
our investment in the respective joint venture and the Company's share of the underlying equity of such unconsolidated entity are
amortized over the respective lives of the underlying assets as applicable. These items are reported as earnings from investments in
unconsolidated entities in the consolidated statements of operations.

 The
Company reviews investments in unconsolidated entities for impairment in value whenever events or changes in circumstances indicate
that the carrying amount of such investment may not be fully recoverable. An investment in unconsolidated entities is impaired only
if management's estimate of the fair value of the investment is less than the carrying value of the investment, and such decline
in value is deemed to be other than temporary. The ultimate realization of the Company's investment in partially owned entities
is dependent on a number of factors including the performance of that entity and market conditions. If the Company determines that a
decline in the value of a partially owned entity is other than temporary, it will record an impairment charge.

 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 and improvements and 5 to 10 years for furniture and fixtures.
Expenditures for tenant improvements and construction allowances paid to commercial tenants are capitalized and amortized over the initial
term of each lease or the estimated useful life, if shorter. 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
or capitalized to development projects. 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.

 F- 14

 NOTES

 For

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

 Tax
Status and Income Taxes

 The
Company elected to be taxed and qualify as a REIT, commencing with the taxable year ended December 31, 2005. 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 engages in certain activities through a taxable REIT subsidiary ("TRS"),
including when the Company acquires or develops and constructs a hotel it usually establishes a new TRS and enters into an operating
lease agreement for the hotel. As such, the Company is subject to U.S. federal and state income and franchise taxes from these activities.

 The
Company's income tax expense is included in other expense, net on its consolidated statements of operations. During the year ended
December 31, 2024, the Company recorded income tax expense of $ 0.8 million. During the year ended December 31, 2023, the Company
recorded income tax expense of $ 2.5 million.

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

 Fair
Value of Financial Instruments

 The
carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted cash, other assets and accounts
payable, accrued expenses and other liabilities approximate their fair values because of the short maturity of these instruments.

 The
estimated fair value (in millions) of the Company's mortgage debt is summarized as follows:

 As of December 31, 2024

 As of December 31, 2023

 Carrying Amount

 Estimated Fair Value

 Carrying Amount

 Estimated Fair Value

 Mortgages payable

 $
 224.0

 $
 223.8

 $
 264.5

 $
 263.0

 Mortgages payable, included in liabilities held for sale

 $
 40.0

 $
 40.0

 $
 -

 $
 -

 The
fair values of the outstanding principal of the mortgages payable were determined by discounting the future contractual interest and
principal payments by estimated current market interest rates. The aggregate outstanding principal of two mortgage loans (the "Exterior
Street Loans") attributable to the Exterior Street Project are included in liabilities held for sale on the consolidated balance
sheet as of December 31, 2024 (see Note 7) and as of that date, their aggregate estimated fair value approximates their aggregate outstanding
principal because they bear interest at a floating rate.

 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 reported in the consolidated statements
of operations.

 F- 15

 NOTES

 For

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

 Net
Earnings per Share

 Basic
net earnings per share is calculated by dividing net income/(loss) attributable to common shareholders by the weighted-average number
of Common Shares outstanding during the applicable period. Dilutive earnings per share includes the potentially dilutive effect, if any,
which would occur if our outstanding options to purchase our Common Shares were exercised. For all periods presented dilutive net earnings
per share is equivalent to basic net earnings per share.

 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. Through the Company's Operating Partnership, it owns, operates and develops commercial
and 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 net income/(loss) to evaluate earnings
generated from assets to assess performance and make decisions about allocating resources. The CODM also uses 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
revenues, 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 and hotel operating expenses, general and administrative costs, depreciation and amortization
and interest, are included on the Company's consolidated statements of operations.

 New
Accounting Pronouncements

 In
November 2023, the FASB issued an accounting standards update 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 has adopted this standard effective January 1, 2024, noting that it did
not have a material impact on its consolidated financial statements or related disclosures.

 In
December 2023, the FASB issued an accounting standards update 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.

 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.

 3. Development Projects and Held for Sale

Street Project

 The
Company wholly owns the Exterior Street Project, a proposed mixed-use multifamily residential and commercial retail project. In February 2019,
the Company, through subsidiaries of the Operating Partnership, acquired two adjacent parcels of land located at 355 and 399 Exterior
Street in the Mott Haven neighborhood in the Bronx borough of New York City from unaffiliated third parties for an aggregate purchase
price of $ 59.0 million, excluding closing and other acquisition related costs. In September 2021, the Company subsequently
acquired an additional adjacent parcel of land at cost from an affiliate of its Advisor for $ 1.0 million in order to achieve certain
zoning compliance. The Company acquired these three land parcels for the proposed development of the Exterior Street Project.

 F- 16

 NOTES

 For

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

the year ended December 31, 2023, interest of $ 1.5 million was capitalized to the Exterior Street Project.

the second quarter of 2023, the Company decided to temporarily pause active development activities associated with the Exterior Street
Project, due to prevailing unfavorable economic and local market conditions and regulations, and therefore, ceased capitalization of
interest and other carrying costs.

 As
of December 31, 2023, the carrying value of the Exterior Street Project was $ 95.7 million, which was included in development projects
on the consolidated balance sheets.

Charge and Held for Sale

of continuing unfavorable economic and local market conditions, the Company determined during the third quarter of 2024 it would no longer
pursue the development of the Exterior Street Project, but rather pursue other strategies with respect to it, including a sale. As a
result of this change in strategy; the Company determined the carrying value of the Exterior Street Project was no longer fully recoverable
and therefore, recorded a non-cash impairment charge of $ 16.6 million, (included in impairment charges on the Company's consolidated
statement of operations) during the third quarter of 2024 to reduce the carrying value of the Exterior Street Project to its estimated
fair value of $ 78.8 million as of September 30, 2024. In estimating the fair value of the Exterior Street Project, the Company took
into consideration a bona fide third-party offer obtained from an independent third-party broker less estimated disposal costs.

the fourth quarter of 2024, the Company entered into a purchase and sale agreement (the "Exterior Street Project Agreement")
with an unrelated third party pursuant to which it expects to sell the Exterior Street Project, subject to certain conditions, at a contractual
sales price of $ 84.0 million. Pursuant to the terms of the Exterior Street Project Agreement, the Company received a deposit of $ 2.5
million. The Company expects to dispose of the Exterior Street Project within the second quarter of 2025, pursuant to the terms of the
Exterior Street Project Agreement, however, there can be no assurance that the sale of the Exterior Street Project will be consummated.
Additionally, during the fourth quarter of 2024, the Exterior Street Project met the criteria to be classified as held for sale and therefore,
its associated assets and liabilities are classified as held for sale in the consolidated balance sheet as of December 31, 2024. As of
December 31, 2024, the carrying value of the Exterior Street Project was $ 78.8 million, which is included in assets held for sale on
the consolidated balance sheets.

 The
following summary presents the major components of the Exterior Street Project's assets and liabilities classified as held for
sale as of December 31, 2024:

 As of

 Development project

 $
 78,800

 Other assets

 1,792

 Total assets held for sale

 $
 80,592

 Mortgages payable, net

 $
 39,322

 Other liabilities

 2,866

 Total liabilities held for sale

 $
 42,188

 Santa

 The
Company has a 50 % joint venture ownership interest in the Santa Monica Joint Venture. The Santa Monica Joint Venture, which the
Company consolidates, is between the Company and an affiliate of the Sponsor, a related party. The Company consolidates the Santa Monica
Joint Venture and accounts for the other member's ownership interest as a noncontrolling interest in its consolidated financial
statements. In March 2022, the Santa Monica Joint Venture originated a $ 49.0 million promissory note (the "Santa Monica Note
Receivable") to a borrower (the "Santa Monica Borrower"), which was collateralized by two development projects located
in Santa Monica, California. The Santa Monica Note Receivable bore interest at SOFR + 7.00%, subject to a 7.15 % floor.

 F- 17

 NOTES

 For

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

the first quarter of 2023, the Santa Monica Joint Venture received a partial principal paydown of $ 14.0 million on the Santa Monica Note
Receivable in exchange for the release of one of the development projects, which had been completed, from the underlying collateral pool.
As a result, the remaining outstanding principal balance of the Santa Monica Note Receivable of $ 35.0 million was secured solely by the
Santa Monica Project, which consists of a proposed multifamily residential project on land located in Santa Monica, California.

 Due
to financial difficulties, during the second quarter of 2023 the Santa Monica Borrower discontinued making monthly interest payments
on the Santa Monica Note Receivable, which subsequently matured on August 31, 2023. On December 29, 2023, ownership of the
Santa Monica Project was transferred to the Santa Monica Joint Venture via a deed in lieu of foreclosure transaction. In connection with
the transfer, the aggregate outstanding principal and accrued interest for the Santa Monica Note Receivable of $ 36.7 million, which approximated
the fair value of the Santa Monica Project at that time, was reclassified from notes receivable, net to development projects on the consolidated
balance sheets.

Charge

 Subsequent
to obtaining ownership of the Santa Monica Project, the Santa Monica Joint Venture decided to continue certain pre-development activities,
which had already been started by the former owner. However, during the third quarter of 2024, the Santa Monica Joint Venture decided
to no longer pursue development of the Santa Monica Project, but rather pursue various other strategies with respect to it, including
a sale or the potential transfer of ownership to the lender, which had provided a non-recourse mortgage loan (the "Santa Monica
Loan"), collateralized by the Santa Monica Project. As a result of this change in strategy, the Santa Monica Joint Venture
determined the carrying value of the Santa Monica Project was no longer fully recoverable and therefore, recorded a non-cash impairment
charge of $ 17.7 million (which is included in impairment charges on the Company's consolidated statement of operations) during
the third quarter of 2024 in order to reduce the carrying value of the Santa Monica Project to its then estimated fair value
of $ 19.0 million. In estimating the fair value of the Santa Monica Project, the Santa Monica Joint Venture used the fair value
provided by an independent, third-party commercial real estate advisory and services firm.

 On
October 15, 2024 the Santa Monica Loan matured and it was not repaid, which constitutes an event of default and therefore, the loan became
due on demand. On October 30, 2024, the lender issued a formal notice of default and on October 31, 2024, the Santa Monica Joint Venture
notified the lender of its intent to transfer ownership of the underlying collateral, the Santa Monica Project, to the lender via
a deed-in-lieu of foreclosure transaction. See Note 7 for additional information.

 As
of December 31, 2024 and 2023, the carrying value of the Santa Monica Project was $ 19.0 million and $ 36.7 million, respectively,
which is included in development projects on the consolidated balance sheets.

 4.
 Investment in Unconsolidated Affiliated Entity

 Columbus
Joint Venture

 On
November 29, 2022, the Company, along with CRE Columbus Member ("Converge"), a majority owned subsidiary of Converge Holdings
LLC, a reinsurance business owned by the Sponsor, and LEL Columbus Member LLC (the "BVI Member"), a wholly owned subsidiary
of Lightstone Enterprises Limited ("BVI"), a real estate investment company owned by the Sponsor, entered into a joint venture
agreement to form the Columbus Joint Venture for the purpose of acquiring the Columbus Properties, a portfolio of nine multifamily residential
properties consisting of 2,564 units located in the Columbus, Ohio metropolitan area for a contractual purchase price of $ 465.0 million.
The Company has a 19 % joint venture ownership interest in the Columbus Joint Venture. Converge and the BVI Member, which are both related
parties, have joint venture ownership interests of 19 % and 62 %, respectively. Additionally, the manager of the Columbus Joint Venture
is LEL Bronx Manager LLC, an entity wholly owned by BVI.

 On
November 29, 2022, the Columbus Joint Venture completed the purchase of the Columbus Properties. The acquisition was funded
with $ 74.3 million of cash and $ 390.7 million of aggregate proceeds from preferred investments from unrelated third-parties and loans
from two financial institutions. In connection with the acquisition and financings, the total cash paid, including closing costs, was
$ 92.3 million and the Company paid $ 17.5 million representing its 19.0 % pro rata share. In connection with the acquisition, the Company
also paid the Advisor a separate acquisition fee of $ 2.4 million, equal to 2.75 % of the Company's pro-rata share of the contractual
purchase price which is reflected in the carrying value of the Company's investment in unconsolidated affiliated entity on the
consolidated balance sheets. During the year ended December 31, 2024 and 2023, the Company made $ 1.5 million and $ 2.0 million, respectively,
of additional capital contributions to the Columbus Joint Venture.

 F- 18

 NOTES

 For

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

 The
Company has determined that the Columbus Joint Venture is a VIE but it is not the primary beneficiary. The Company accounts for its ownership
interest in the Columbus Joint Venture in accordance with the equity method of accounting because it exerts significant influence over
but does not control the Columbus Joint Venture. All capital contributions and distributions of earnings from the Columbus Joint Venture
are made on a pro rata basis in proportion to each member's equity interest percentage. Any distributions in excess of earnings
from the Columbus Joint Venture are made to the members pursuant to the terms of the Columbus Joint Venture's operating agreement.

 In
connection with the purchase of the Columbus Properties on November 29, 2022, the Columbus Joint Venture obtained senior mortgage
loans from two different financial institutions. The first financial institution provided four separate senior mortgage loans, all to
subsidiaries of the Columbus Joint Venture, aggregating $ 133.6 million. These four senior mortgage loans bear interest at SOFR + 2.19%,
provide for interest-only payments for the first six years of their term and mature in December 2032. Each of these four senior
mortgage loans is individually collateralized by one of the Columbus Properties (collectively, the "Columbus Portfolio I Properties").
The second financial institution provided five separate senior mortgage loans, all to subsidiaries of the Columbus Joint Venture, aggregating
$ 167.2 million. These five senior mortgage loans bear interest at 4.85 %, provide for interest-only payments for the first two years of
their term and initially mature in December 2027, but may be further extended for an additional five years, subject to satisfaction
of certain conditions. Each of these five senior mortgage loans is individually collateralized by one of the Columbus Properties (collectively,
the "Columbus Portfolio II Properties").

in connection with the purchase of the Columbus Properties on November 29, 2022, the Columbus Joint Venture obtained an aggregate
of $ 90.0 million in financing through two preferred investments (the "Columbus Preferred Investments") from unrelated third
parties. The first preferred investment of $ 38.6 million is collateralized by the Columbus Portfolio I Properties, bears interest at
 11.25 %, with a minimum monthly pay rate of 4.00 % with any shortfall accrued to principal and has a mandatory redemption date of December 1,
2032. The second preferred investment of $ 51.4 million is collateralized by the Columbus Portfolio II Properties, bears interest at 11.25 %,
with a minimum monthly pay rate of 4.00 % with any shortfall accrued to principal, and has a mandatory redemption date of December 1,
2027. As of December 31, 2024, the aggregate unpaid interest included in the outstanding balance of the Columbus Preferred Investments
was $ 10.9 million. Furthermore, the Columbus Preferred Investments are subordinate to the nine senior mortgage loans.

the Columbus Preferred Investments have mandatory redemption dates, the Columbus Joint Venture treats them as financial liabilities and
includes them in mortgages and loans payable on its condensed balance sheets. The Company's Sponsor (the "Guarantor")
has fully guaranteed the nine senior mortgage loans and the Columbus Preferred Investments (the "Debt Guarantee"). Each of
the members of the Columbus Joint Venture have agreed to reimburse the Guarantor for their pro rata share of any balance that becomes
due under the Debt Guarantee, of which the Company's share is up to 19 %. The Company has determined that the fair value of the
Debt Guarantee is immaterial.

 F- 19

 NOTES

 For

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

 Columbus
Joint Venture Financial Information

 The
following table represents the condensed statements of operations for the Columbus Joint Venture:

 $
 44,253

 $
 42,859

 Property operating expenses

 21,142

 21,307

 General and administrative costs

 Depreciation and amortization

 12,499

 18,588

 Operating income

 10,238

 2,713

 Interest expense and other, net

 ( 29,322
)

 ( 27,703
)

 $
 ( 19,084
)

 $
 ( 24,990
)

 Company's share of net loss (19.0%)

 $
 ( 3,626
)

 $
 ( 4,748
)

 Additional depreciation and amortization expense (1)

 ( 59
)

 ( 96
)

 Company's loss from investment

 $
 ( 3,685
)

 $
 ( 4,844
)

 Note:

 (1)
- Additional depreciation and amortization expense relates to the amortization of the difference between the cost of the interest in
the Columbus Joint Venture and the amount of the underlying equity in net assets of the Columbus Joint Venture.

 The
following table represents the condensed balance sheets for the Columbus Joint Venture:

 As of

 As of

 Investment property, net

 $
 447,743

 $
 449,813

 Cash and restricted cash

 25,664

 25,640

 Other assets

 3,082

 Total assets

 $
 474,190

 $
 478,535

 Mortgages and loans payable, net

 $
 395,702

 $
 390,622

 Other liabilities

 12,676

 11,149

 Members' equity

 65,812

 76,764

 Total liabilities and members' equity

 $
 474,190

 $
 478,535

 5.
Investment in Related Parties

 The
Hotel Joint Venture

2015, the Company formed the Hotel Joint Venture with Lightstone REIT II, a related party REIT also sponsored by the Sponsor. The Company
has a 2.5 % membership interest in the Hotel Joint Venture and Lightstone REIT II holds the remaining 97.5 % membership interest.
The Hotel Joint Venture holds ownership interests in the Hotel JV Portfolio, a portfolio of five limited -service hotels, as of both
December 31, 2024 and 2023.

 The
Company accounts for its 2.5 % membership interest in the Hotel Joint Venture using a measurement alternative pursuant to which its investment
is measured at cost, adjusted for observable price changes and impairments, if any, and as of December 31, 2024 and 2023, the carrying
value of its investment was $ 0.4 million and $ 0.5 million, respectively, which is included in investment in related party on the
consolidated balance sheets.

 F- 20

 NOTES

 For

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

 6.
Marketable Securities, Fair Value Measurements and Notes Payable

Securities:

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

 As of December 31, 2024

 Adjusted Cost

 Gross Unrealized Gains

 Gross Unrealized Losses

 Fair Value

 Marketable Securities:

 Equity securities:

 Common and Preferred Equity Securities

 $
 5,598

 $

 $
 ( 173
)

 $
 5,696

 Simon OP Units

 18,336

 16,148

 -

 34,484

 Total

 $
 23,934

 $
 16,419

 $
 ( 173
)

 $
 40,180

 As of December 31, 2023

 Adjusted Cost

 Gross Unrealized Gains

 Gross Unrealized Losses

 Fair Value

 Marketable Securities:

 Equity securities:

 Common and Preferred Equity Securities

 $
 5,598

 $
 -

 $
 ( 226
)

 $
 5,372

 Simon OP Units

 19,227

 10,619

 -

 29,846

 Total

 $
 24,825

 $
 10,619

 $
 ( 226
)

 $
 35,218

 As
of December 31, 2024 and 2023, the Company held 200,247 and 209,243 Simon OP Units, respectively, of Simon Inc. Subject to various
conditions, the Simon OP Units may be exchanged for cash or a similar number of shares of Simon Inc.'s common stock ("Simon
Stock"). Accordingly, the Simon OP Units are valued based on the closing price of Simon Stock, which was $ 172.21 per share and
$ 142.64 per share as of December 31, 2024 and 2023, respectively. Additionally, the closing price of Simon Stock was $ 117.48 per share
as of December 31, 2022.

 Derivative
Financial Instruments

 The
Company enters into interest rate cap contracts in order to reduce the effect of interest rate fluctuations on 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 interest rate cap contracts as economic hedges, marking these contracts to market, taking into account present interest
rates compared to the contracted fixed rate over the life of the contract and recording the unrealized gain or loss on the interest rate
cap contracts on the consolidated statements of operations.

 As
of December 31, 2024, the Company had two interest rate cap contracts with notional amounts of $ 31.3 million and $ 110.0 million
pursuant to which SOFR is capped at 5.50 % through June 1, 2025. See Note 7.

 As
of December 31, 2023, the Company had two interest rate cap contracts with notional amounts of $ 31.3 million and $ 110.0 million
pursuant to which SOFR is capped at 5.50 % through December 1, 2024 and June 1, 2025, respectively.

 For
the years ended December 31, 2024 and 2023, the Company recorded negative mark to market adjustments of $ 0.1 million and $ 1.8 million,
respectively, on the consolidated statements of operations, representing the change in the fair value of these economic hedges during
such periods.

 F- 21

 NOTES

 For

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

 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.

securities, available for sale, and derivative financial instruments measured at fair value on a recurring basis as of the dates
indicated are as follows:

 Fair Value Measurement Using

 As of December 31, 2024

 Level 1

 Level 2

 Level 3

 Total

 Marketable Securities:

 Common and Preferred Equity Securities

 $
 1,669

 $
 4,027

 $
 -

 $
 5,696

 Marco OP III Units

 -

 34,484

 -

 34,484

 Total

 $
 1,669

 $
 38,511

 $
 -

 $
 40,180

 Derivative Financial Instruments:

 Interest Rate Cap Contracts

 $
 -

 $

 $
 -

 $

 Fair Value Measurement Using

 As of December 31, 2023

 Level 1

 Level 2

 Level 3

 Total

 Marketable Securities:

 Common and Preferred Equity Securities

 $
 1,383

 $
 3,989

 $
 -

 $
 5,372

 Marco OP and OP II Units

 -

 29,846

 -

 29,846

 Total

 $
 1,383

 $
 33,835

 $
 -

 $
 35,218

 Derivative Financial Instruments:

 Interest Rate Cap Contracts

 $
 -

 $

 $
 -

 $

 The
fair values of the Company's common equity securities are measured using readily quoted prices for these investments which are
listed for trade on active markets. The fair values of the Company's preferred equity securities are measured using readily available
quoted prices for these securities; however, the markets for these securities are not active. Additionally, as noted and disclosed above,
the Simon OP Units are ultimately exchangeable for cash or similar number of shares of Simon Stock, therefore the Company uses the quoted
market price of Simon Stock to measure the fair value of the Simon OP units.

 F- 22

 NOTES

 For

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

 Nonrecurring
Fair Value Measurements

Street Project

the third quarter of 2024, the Company recorded a non-cash impairment charge of $ 16.6 million (which is included in impairment charges
in the Company's consolidated statement of operations) in order to reduce the carrying value of the Exterior Street Project to
its estimated fair value of $ 78.8 million as of September 30, 2024. In estimating the fair value of the Exterior
Street Project, the Company took into consideration a bona fide third-party offer obtained by an independent third-party broker, which
was considered a Level 2 under the fair value hierarchy described above. See Note 3.

 Santa

the third quarter of 2024, the Santa Monica Joint Venture recorded a non-cash impairment charge of $ 17.7 million (which is included
in impairment charges in the Company's consolidated statement of operations) in order to reduce the carrying value of the Santa
Monica Project to its estimated fair value of $ 19.0 million as of September 30, 2024. In estimating the fair value of the Santa
Monica Project, the Santa Monica Joint Venture used the value provided by an independent, third-party commercial real estate advisory
and services firm, which was considered a Level 2 under the fair value hierarchy described above. See Note 3.

 The
Company did not have any other significant financial assets or liabilities, which would require revised valuations that are recognized
at fair value.

 Notes
Payable

 Margin
Loan

 The
Company has access to a margin loan (the "Margin Loan") from a financial institution that holds custody of certain of the
Company's marketable securities. The Margin Loan, which is due on demand, bears interest at SOFR plus 0.85% ( 5.18 % as
of December 31, 2024) and is collateralized by the marketable securities in the Company's account. The amounts available to the
Company under the Margin Loan are at the discretion of the financial institution and not limited to the amount of collateral in its account.
There were no amounts outstanding under this Margin Loan as of both December 31, 2024 and 2023.

 Line
of Credit

 The Company has a non-revolving credit facility
(the "Line of Credit") with a financial institution that provides for borrowings up to a maximum of $ 20.0 million, subject
to a 40 % loan-to-value ratio based on the fair value of the underlying collateral, which matures on November 30, 2026 and bears interest
at SOFR plus 1.35% ( 5.68 % as of December 31, 2024). The Line of Credit is collateralized by an aggregate of 200,247 of
Simon OP Units. As of December 31, 2024, the amount of borrowings available to be drawn under the Line of Credit was $ 13.8 million.
No amounts were outstanding under the Line of Credit as of both December 31, 2024 and 2023.

 F- 23

 NOTES

 For

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

 7.
 Mortgages Payable

 The
following table sets forth information as of the dates indicated for the Company's Mortgages payable, net, excluding the Exterior
Street Loans (aggregate outstanding principal balance of $ 40.0 million as of December 31, 2024), which are included in liabilities held
for sale on the consolidated balance sheet as of December 31, 2024 as further discussed below:

 Interest Rate

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

 Maturity Date

 Amount Due at Maturity

 As of

 As of

 Gantry Park Mortgage Loan

 4.48 %

 4.48
 %

 February 2025

 $
 65,059

 $
 65,184

 $
 66,697

 Moxy Senior Loan

 SOFR + 4.00 %
 (floor of 7.50 %)

 8.69
 %

 December 2026

 108,471

 108,471

 106,108

 Moxy Junior Loan

 SOFR + 8.75 % (floor of 12.25 %)

 13.50
 %

 December 2026

 30,875

 30,875

 30,202

 Exterior Street Loan

 SOFR + 3.00 %

 8.14
 %

 August 2025

 33,000

 -

 35,000

 Exterior Street Supplemental Loan

 SOFR + 3.00 %

 8.13
 %

 August 2025

 7,000

 -

 7,000

 Santa Monica Loan

 18.00 %

 11.73
 %

 Due on Demand

 19,476

 19,476

 19,476

 Total mortgages payable

 8.39
 %

 $
 263,881

 224,006

 264,483

 Less: Deferred financing costs

 ( 2,754
)

 ( 4,785
)

 Total mortgages payable, net

 $
 221,252

 $
 259,698

 One-month
SOFR as of December 31, 2024 and 2023 was 4.33 % and 5.35 %, respectively. The Company's loans are secured by the indicated real
estate/investment and are non-recourse to the Company, unless otherwise indicated.

 The
following table shows our contractually scheduled mortgage principal maturities over the next five years and thereafter as of December
31, 2024, excluding the Exterior Street Loans, which are included in liabilities held for sale on the consolidated balance sheet as of
that date. All amounts are based on the initial scheduled maturity date of the related debt.

 2025

 2026

 2027

 2028

 2029

 Thereafter

 Total

 Principal maturities

 $
 84,660

 $
 139,346

 $
 -

 $
 -

 $
 -

 $
 -

 $
 224,006

 Less: Deferred financing costs

 ( 2,754
)

 Total principal maturities, net

 $
 221,252

 Gantry
Park Loans

 On
November 19, 2014, the 2 nd Street Joint Venture entered into a $ 74.5 million mortgage loan (the "Gantry
Park Mortgage Loan"). The Gantry Park Mortgage Loan had a 10 -year term with a maturity date of November 19, 2024, bore
interest at 4.48 %, and required monthly interest-only payments for the first three years and monthly principal and interest payments
pursuant to a 30-year amortization schedule thereafter. The Gantry Park Mortgage Loan was collateralized by Gantry Park Landing. On November
19, 2024 the maturity date of the Gantry Park Mortgage Loan was extended to January 28, 2025.

 On
January 28, 2025, the 2 nd Street Joint Venture entered into a $ 67.2 million mortgage loan (the "Gantry Park Loan")
collateralized by Gantry Park Landing with a maturity date of February 7, 2030, bearing interest at 6.30 %, that requires monthly principal
and interest payments pursuant to a 30-year amortization schedule for the first three years and interest-only payments thereafter through
maturity. A portion of the proceeds received at the closing of the Gantry Park Loan were used to repay in full the Gantry Park Mortgage
Loan.

 F- 24

 NOTES

 For

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

 Moxy
Mortgage Loans

 On
November 29, 2023, the Company entered into a mortgage loan facility (the "Moxy Senior Loan") with an unrelated third
party providing for up to $ 110.0 million. At closing, $ 106.1 million of proceeds were advanced under the Moxy Senior Loan and the remaining
availability of $ 3.9 million could only be drawn to cover operating losses, subject to various conditions. The Moxy Senior Loan bears
interest at SOFR plus 4.00 %, subject to a 7.50 % floor, and initially matures on December 1, 2026, with two one-year extension options
subject to the satisfaction of certain conditions. As of December 31, 2024, the outstanding principal balance of the Moxy Senior Loan
was $ 108.5 million and its remaining availability was $ 1.5 million.

 Simultaneously
on November 29, 2023, the Company also entered into a mortgage loan facility (the "Moxy Junior Loan" and together with
the Moxy Senior Loan, the "Moxy Mortgage Loans") with an unrelated third party providing for up to $ 31.3 million. At closing,
$ 30.2 million of proceeds were advanced under the Moxy Junior Loan and the remaining availability of $ 1.1 million could only be drawn
for operating losses, subject to various conditions. The Moxy Junior Loan bears interest at SOFR plus 8.75%, subject to a 12.25% floor,
and initially matures on December 1, 2026, with two one-year extension options subject to the satisfaction of certain conditions.
As of December 31, 2024, the outstanding principal balance of the Moxy Junior Loan and remaining availability were $ 30.9 million and
$ 0.4 million, respectively.

 The
Moxy Mortgage Loans require monthly interest-only payments through their maturity dates and are collateralized by the Lower East Side
Moxy Hotel, however, the Moxy Junior Loan is subordinate to the Moxy Senior Loan. Aggregate proceeds of $ 130.0 million advanced at the
closing of the Moxy Mortgage Loans were used to repay in full existing construction mortgage indebtedness, which was collateralized by
the Lower East Side Moxy Hotel. In connection with the repayment of the existing construction mortgage indebtedness, the Company paid
accrued loan exit fees of $ 1.1 million and recorded a loss on debt extinguishment of $ 1.2 million, principally consisting of the write-off
of remaining unamortized deferred financing costs, during the fourth quarter of 2023.

to the terms of the Moxy Mortgage Loans, the Company is required to enter into two interest rate cap contracts with an aggregate notional
amount of $ 141.3 million (equal to the total maximum amounts available under the Moxy Senior Loan and the Moxy Junior Loan) for as long
as the Moxy Mortgage Loans remain outstanding. On November 29, 2023, the Company entered into two interest rate cap agreements with
notional amounts of $ 110.0 million and $ 31.3 million ($ 141.3 million in the aggregate) pursuant to which the SOFR rate is capped at 5.50 %
through June 1, 2025 and December 1, 2024 for the Moxy Senior Loan and the Moxy Junior Loan, respectively, at an aggregate
cost of $ 0.2 million. On November 22, 2024, the Company restructured the interest rate cap agreement for the Moxy Junior Loan with a
notional amount of $ 31.3 million pursuant to which the SOFR rate is capped at 5.50 % to extend its maturity date through June 1,
2025, at an aggregate cost of $ 27.

 In
connection with obtaining the Moxy Mortgage Loans, the Company provided certain interest and carry costs guarantees and paid $ 4.1 million
of loan fees and expenses.

Street Loans

 On
March 29, 2019, the Company obtained a $ 35.0 million loan (the "Exterior Street Loan") from a financial institution
which, commencing on October 10, 2020, bore interest at LIBOR plus 2.25% through November 24, 2022. On December 21,
2021, the loan agreement was amended to provide an additional $ 7.0 million loan (the "Exterior Street Supplemental Loan) which
bore interest at LIBOR plus 2.50% through November 24, 2022. The Exterior Street Loan and the Exterior Street Supplemental Loan
are collectively referred to as the Exterior Street Loans. The Exterior Street Loans require monthly interest-only payments with the
outstanding principal balances due in full at their maturity date. The Exterior Street Loans are collateralized by the Exterior Street
Project.

 On
November 22, 2022, the Company and the financial institution entered into the first amendment to the Exterior Street Loans pursuant
to which the interest rate on the Exterior Street Loans was adjusted to SOFR plus 2.60% and their maturity dates were extended to November 24,
2023. On October 31, 2023, the Company and the financial institution entered into the second amendment to the Exterior Street Loans
pursuant to which the interest rate on the Exterior Street Loans was adjusted to SOFR plus 2.85% ( 8.20 % as of December 31, 2023) and
their maturity dates were extended to November 24, 2024. As of December 31, 2023, the outstanding aggregate principal balance of
the Exterior Street Loans was $ 42.0 million. On November 22, 2024, the Company and the financial institution entered into the fourth
amendment to the Exterior Street Loans pursuant to which the Company made a principal payment of $ 2.0 million on the Exterior Street
Loans, their interest rates were adjusted to SOFR plus 3.00% and their maturity dates were further extended to August 22, 2025. During
the fourth quarter of 2024, the Company entered into a purchase and sale agreement with an unrelated third-party pursuant to which it
expects to sell the Exterior Street Project for $ 84.0 million. However, there can be no assurance that the sale of the Exterior Street
Project will be consummated. Additionally, during the fourth quarter of 2024, the Exterior Street Project met the criteria to be classified
as held for sale and therefore, its associated assets and liabilities (including the Exterior Street Loans) are classified in assets
and liabilities held for sale on the consolidated balance sheets as of December 31, 2024. See Note 3.

 F- 25

 NOTES

 For

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

 Santa
Monica Loan

 On June 30, 2022, the Santa Monica Joint
Venture obtained the Santa Monica Loan, a loan of up to $ 33.1 million which initially bore interest at SOFR + 3.5%. The Santa
Monica Loan requires monthly interest-only payments with the outstanding principal balance due at its maturity date and was previously
collateralized by the Santa Monica Note Receivable, which was issued by the Santa Monica Joint Venture. During the first quarter of 2023,
the Santa Monica Joint Venture received a $ 14.0 million paydown on the Santa Monica Note Receivable, of which it used $ 11.3 million to
make a paydown on the Santa Monica Loan, which reduced its outstanding balance to $ 21.5 million. The Santa Monica Loan was initially scheduled
to mature on December 30, 2023, however, on September 5, 2023, the Santa Monica Joint Venture exercised an option to extend
its maturity date to February 29, 2024.

 In
connection with this extension, the Santa Monica Joint Venture made an additional principal paydown of $ 2.1 million, which reduced the
outstanding balance of the Santa Monica Loan to $ 19.5 million. Additionally, the Santa Monica Joint Venture funded $ 0.9 million
into a cash collateral reserve account to cover the interest payments through February 29, 2024. In connection with the transfer
of ownership of the Santa Monica Project to the Santa Monica Joint Venture on December 29, 2023, the Santa Monica Loan was modified
to substitute the Santa Monica Project as the underlying collateral and the maturity date was further extended to August 1, 2024.
Subsequently in March 2024, the Santa Monica Loan was again modified pursuant to which the interest rate was changed to SOFR + 4.5 %,
subject to a floor of 7.5 %, the maturity date was changed to August 31, 2024 and the interest reserve was replenished to cover the
payments due through August 31, 2024. On September 5, 2024, the maturity date of the Santa Monica Loan was further extended
to October 15, 2024.

 On
October 15, 2024, the Santa Monica Loan matured and it was not repaid, which constitutes an event of default and therefore, it is
due on demand. On October 30, 2024, the lender issued a formal notice of default and on October 31, 2024, the Santa Monica
Joint Venture notified the lender of its intent to transfer ownership of the underlying collateral, the Santa Monica Project, to the
lender via a deed-in-lieu of foreclosure transaction. Although the lender is currently not being paid interest at the stated default
rate of 18 %, during the year ended December 31, 2024, the Santa Monica Joint Venture accrued $ 0.8 million of default interest expense
(included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets as of December 31, 2024) on
the Santa Monica Loan pursuant to the terms of its loan agreement. As of December 31, 2024, the outstanding principal balance of the
Santa Monica Loan was $ 19.5 million.

 Certain
of the Company's debt agreements require the maintenance of certain ratios, including debt service coverage. As of December 31,
2024, the Company was in compliance with all of its financial debt covenants. Additionally, certain of our mortgages payable also contain
clauses providing for prepayment penalties.

 Debt
Maturities

 The
Santa Monica Loan (outstanding principal balance of $ 19.5 million as of December 31, 2024) matured on October 14, 2024 and was not repaid,
which constitutes an event of default and therefore, it is due on demand. The Santa Monica Joint Venture currently intends to transfer
ownership of the underlying collateral, the Santa Monica Project, to the lender via a deed-in-lieu of foreclosure transaction.

 The
Exterior Street Loans (outstanding aggregate principal balance of $ 40.0 million as of December 31, 2024) are scheduled to mature on August
22, 2025. The Company currently intends to repay the outstanding balance with available proceeds from the potential sale of the Exterior
Street Project on or before their scheduled maturity date. See Note 3.

 The
Company has no additional significant maturities of mortgage debt over the next 12 months.

 F- 26

 NOTES

 For

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

 8.
Land Parcels

 The
Company previously wholly owned certain land parcels located in St. Augustine, Florida.

the year ended December 31, 2024, the Company completed a series of disposition transactions related to its land parcels located in St.
Augustine, Florida, including certain associated municipal impact fee credits, for an aggregate contractual sales price of $ 25.0 million
and recognized an aggregate gain on disposition of real estate of $ 19.0 million. These disposition transactions generated aggregate net
sales proceeds of $ 25.0 million.

 These
2024 disposition transactions consisted of (i) the second quarter sales of two land parcels, each to an unrelated third-party, for an
aggregate contractual sales price of $ 14.8 million resulting in an aggregate gain on disposition of real estate of $ 10.9 million; (ii)
the third quarter sale of municipal impact fee credits to an unrelated third-party for a contractual sales price of $ 2.7 million resulting
in gain on disposition of real estate of $ 2.7 million and (iii) the fourth quarter sale of all of the Company's remaining land
parcels to an unrelated third party for a contractual sales price of $ 7.5 million resulting in a gain on disposition of real estate of
$ 5.5 million.

the year ended December 31, 2023, the Company completed a first quarter disposition of one of its land parcels located in St. Augustine,
Florida to an unrelated third-party for a contractual sales price of $ 1.5 million and recognized a gain on disposition of real estate
of $ 1.1 million. The net sales proceeds generated from this transaction were $ 1.4 million.

 As
of December 31, 2023, the carrying value of the Company's land parcels located in St. Augustine, Florida was $ 6.0 million,
which is included in land and land improvements on the consolidated balance sheets.

 9.
Company's Stockholder's Equity

 Preferred

of preferred stock may be issued in the future in one or more series as authorized by the Board of Directors. Prior to the issuance of
shares of any series, the Board of Directors is required by the Company's charter to fix the number of shares to be included in
each series and the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications and terms or conditions of redemption for each series. Because the Board of Directors has the power to
establish the preferences, powers and rights of each series of preferred stock, it may provide the holders of any series of preferred
stock with preferences, powers and rights, voting or otherwise, senior to the rights of holders of our common stock. The issuance of
preferred stock could have the effect of delaying, deferring or preventing a change in control of the Company, including an extraordinary
transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for
holders of the Company's common stock. As of December 31, 2024 and 2023, the Company had no outstanding preferred shares.

 Common

 All
of the Common Shares offered by the Company are or will be duly authorized, fully paid and nonassessable. Subject to the preferential
rights of any other class or series of stock and to the provisions of its charter regarding the restriction on the ownership and transfer
of Common Shares, holders of the Company's Common Shares are entitled to receive distributions if authorized by the Board of Directors
and to share ratably in the Company's assets available for distribution to the stockholders in the event of a liquidation, dissolution
or winding-up.

 Each
outstanding Common Share entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of
directors. There is no cumulative voting in the election of directors, which means that the holders of a majority of the outstanding
Common Shares can elect all of the directors then standing for election, and the holders of the remaining Common Shares will not be able
to elect any directors.

 Holders
of the Company's Common Shares have no conversion, sinking fund, redemption or exchange rights, and have no preemptive rights to
subscribe for any of its securities. Maryland law provides that a stockholder has appraisal rights in connection with some transactions.
However, the Company's charter provides that the holders of its Common Shares do not have appraisal rights unless a majority of
the Board of Directors determines that such rights shall apply. Common Shares of the Company have equal dividend, distribution, liquidation
and other rights.

 F- 27

 NOTES

 For

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

 Under
its charter, the Company cannot make certain material changes to its business form or operations without the approval of stockholders
holding at least a majority of the Common Shares entitled to vote on the matter. These include (1) amendment of its charter, (2) its
liquidation or dissolution, and (3) to the extent required under Maryland law its reorganization, and (4) its merger, consolidation or
the sale or other disposition of all or substantially all of its assets.

 SRP

 The
Company's share repurchase program, as amended from time to time (the "SRP") by the Board of Directors, may provide
its stockholders with limited, interim liquidity by enabling them to sell their Common Shares back to the Company, subject to various
restrictions.

 The
Company's SRP currently provides for redemption requests to be submitted in connection with either a stockholder's death
or hardship and the price for all such purchases has been set at our estimated net asset value per Common Share ("NAV per Share")
as of the date of actual redemption. The Company's estimated NAV per Share is determined by the Board of Directors and reported
by it from time to time. Requests for redemptions in connection with a stockholder's death must be submitted and received by the
Company within one year of the stockholder's date of death to be eligible for consideration.

the Board of Directors has established that on an annual basis the Company will not redeem in excess of 1.0 % and 0.5 % of the number of
Common Shares outstanding as of the end of the preceding year for either death redemptions or hardship redemptions, respectively. Additionally,
eligible redemption requests are generally expected to be processed on a quarterly basis and will be subject to proration if either type
of redemption requests exceeds the annual limitations established by the Board of Directors. Furthermore, the Board of Directors may,
at their sole discretion, amend or suspend the SRP at any time without any notice to stockholders.

the year ended December 31, 2024, the Company repurchased 324,684 Common Shares at a weighted average price per share of $ 11.85. During
the year ended December 31, 2023, the Company repurchased 283,091 Common Shares at a weighted average price per share of $ 12.19.

 DRIP

 The
Company's distribution reinvestment program ("DRIP") provides its shareholders with an opportunity to purchase additional
Common Shares at a discount to the Company's estimated NAV per Share. Under the Company's DRIP, a shareholder may acquire,
from time to time, additional Common Shares by reinvesting any cash distributions payable by the Company to such shareholder, without
incurring any brokerage commission, fees or service charges.

 The
Company's current DRIP Registration Statement on Form S-3D was filed and became effective as amended and restated, under the Securities
Act on October 25, 2018.

to the terms of the Company's DRIP, its stockholders who elect to participate may invest all or a portion of any cash distributions
that the Company pays them on their Common Shares in additional Common Shares at a purchase price equal to 95% of the Company's
estimated NAV per Share in effect as of the record date of such distribution. Effective on March 17, 2025, the Board of Directors determined
and approved the Company's NAV per Share of $ 10.96 as of December 31, 2024. As a result, effective on that date, the purchase price
for Common Shares under the DRIP became $ 10.41 per share. As of December 31, 2024, 9.9 million Common Shares were available for issuance
under our DRIP.

 The
Board of Directors reserves the right to terminate the DRIP for any reason without cause by providing written notice of the termination
to all participants.

on Common Shares

each of the first two calendar quarters of 2023, quarterly distributions on the Company's Common Shares were declared at the pro
rata equivalent of an annual distribution of $ 0.70 per share, or an annualized rate of 7 % assuming a purchase price of $ 10.00 per share,
to stockholders of record at the close of business on the last day of the quarter-end. During the third calendar quarter of 2023, a quarterly
distribution on the Company's Common Shares was declared at the pro rata equivalent of an annual distribution of $ 0.35 per share,
or an annualized rate of 3.5 % assuming a purchase price of $ 10.00 per share, to stockholders of record at the close of business on the
last day of the quarter-end. All distributions were paid on or about the 15th day of the month following the quarter-end and stockholders
had the option to elect the receipt of Common Shares under the Company's DRIP in lieu of payment of cash for the distributions
from the Company.

 F- 28

 NOTES

 For

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

 On
November 10, 2023, the Board of Directors determined to suspend regular quarterly distributions. No distributions were declared or paid
during the year ended December 31, 2024. During the year ended December 31, 2023, total distributions declared and paid on the Company's
Common Shares were $ 9.5 million and $ 13.1 million, respectively.

 See
Note 11 for discussion of distributions related to the SLP Units.

 10.
Noncontrolling Interests

 The
Company's noncontrolling interests consist of (i) parties of the Company that hold units in the Operating Partnership, and (ii)
certain interests in consolidated subsidiaries. The units held by noncontrolling interests in the Operating Partnership include SLP Units
and Common Units. The noncontrolling interests in consolidated subsidiaries include joint venture ownership interests in (i) PRO held
by the Sponsor through PRO's liquidation on December 26, 2024, (ii) the 2 nd Street Joint Venture held by the Sponsor
and other affiliates and (iii) the Santa Monica Joint Venture held by an affiliate of the Sponsor. PRO's holdings principally
consisted of Simon OP Units. The 2 nd Street Joint Venture owns Gantry Park Landing (see below for additional information)
and the Santa Monica Joint Venture owns the Santa Monica Project (see Notes 3 and 7).

 S hare
Description

 See
Note 11 for discussion of rights related to SLP Units. The Common Units of the Operating Partnership have similar rights as those of
the Company's Common Shares, including distribution rights.

Interest of Subsidiaries within the Operating Partnership

 PRO

2009, the Operating Partnership acquired certain membership interests in Prime Outlets Acquisition Company ("POAC") and Mill
Run, LLC ("Mill Run"), which were subsequently contributed to PRO in exchange for a 99.99 % managing membership interest in
PRO. In addition, the Company contributed $ 3 for a 0.01 % non-managing membership interest in PRO. Because the Operating Partnership was
the managing member with control, PRO was consolidated into the results and financial position of the Company. In connection with the
acquisitions of the membership interests in POAC and Mill Run, the Advisor accepted a 19.17 % profit membership interest in PRO in lieu
of an acquisition fee and assigned its rights to receive distributions to the Sponsor, who assigned the same to David Lichtenstein. Distributions
were split between the three members in proportion to their respective profit interests. PRO subsequently disposed of all of its membership
interests in POAC and Mill Run in August 2010 and through its liquidation on December 26, 2024, its holdings primarily consisted of Simon
OP Units.

 On
September 19, 2018, the Sponsor transferred 9.14 % of its profit membership interest in PRO to the Operating Partnership. As of December
31, 2023, the Sponsor had a 10.03 % profit membership interest in PRO, which was accounted for as a noncontrolling interest.

 On
December 26, 2024, PRO was liquidated through a non-cash distribution of its remaining holdings, which consisted of 89,695 Simon OP Units,
to its members. The Sponsor received 8,996 Simon OP Units and the Company, through Marco III LP Units, LLC, a wholly owned subsidiary
of the Operating Partnership, received 80,699 Simon OP Units. As a result of this distribution, PRO was liquidated. The Simon OP Units
were marked to market through the date of the distribution and the non-cash distribution to the Sponsor was then accounted for as a distribution
to noncontrolling interests at fair value. The Company used the closing price of Simon Stock of $ 173.80 per share as of December 26,
2024, to estimate the fair value of the non-cash distribution of $ 1.6 million to the noncontrolling interest. The difference between
the non-cash distribution amount of $ 1.6 million and the carrying value of the Sponsor's remaining equity interest in PRO as of
the date of distribution of $ 1.4 million, was recorded as a decrease of $ 0.2 million to the Company's additional paid in capital.

 The
Company's net earnings allocated to noncontrolling interests in its consolidated statements of operations includes the interest
in PRO held by our Sponsor through PRO's date of liquidation on December 26, 2024.

 2 nd
 Street Joint Venture

 In
August 2011, the Operating Partnership and the Sponsor and other related parties formed the 2 n Street Joint Venture, which
owns Gantry Park Landing. The Operating Partnership has a 59.2 % membership interest in the 2 nd Street Joint Venture (the "2 nd
 Street JV Interest"). The 2 nd Street JV Interest is a managing membership interest. The Sponsor and other related
parties have an aggregate 40.8 % non-managing membership interest with certain consent rights with respect to major decisions. Contributions
are allocated in accordance with each investor's ownership percentage. Earnings, cash contributions and cash distributions are
allocated in accordance with each investor's ownership percentage. As the Operating Partnership through the 2 nd
Street Joint Venture Interest has the power to direct the activities of the 2 nd Street Joint Venture that most significantly
impact the performance, the Company consolidates the operating results and financial condition of the 2 nd Street Joint Venture
and accounts for the ownership interests of the Sponsor and other related parties as noncontrolling interests.

 F- 29

 NOTES

 For

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

the year ended December 31, 2024, the Company made total distributions to noncontrolling interests of $ 1.6 million, which consisted primarily
of the non-cash distribution of Simon OP Units to PRO disclosed above. During the year ended December 31, 2023, the Company made total
distributions to noncontrolling interests of $ 4.5 million.

 11.
Related Party Transactions

 The
Company has agreements with the Advisor and its affiliates to pay certain fees, as follows, in exchange for services performed by these
entities and other related parties. The Company's ability to secure financing and subsequent real estate operations are dependent
upon its Advisor and their affiliates to perform such services as provided in these agreements.

 Fees

 Amount

 Acquisition Fee

 The Advisor is paid an acquisition fee equal to 2.75 % of the gross contractual purchase price (including any mortgage assumed) of each property purchased. The Advisor or its affiliates are also reimbursed for expenses that they incur in connection with the purchase of a property. The acquisition fee and acquisition-related expenses for any particular property, including amounts payable to related parties, will not exceed, in the aggregate 5 % of the gross contractual purchase price (including mortgage assumed) of the property.

 Property Management – Multifamily Residential/Retail

 The property managers are paid a monthly management fee of up to 5 % of the gross revenues from multifamily residential and retail properties. The Company pays the property managers a separate fee for (i) the development of, (ii) the one-time initial rent-up or (iii) the leasing-up of newly constructed properties in an amount not to exceed the fee customarily charged in arm's length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area.

 Property Management - Office/Industrial

 The
property managers are paid monthly property management and leasing fees of up to 4.5 % of gross revenues from office and industrial properties.
In addition, the Company pays the property managers a separate fee for the one-time initial rent-up or leasing-up of newly constructed
properties in an amount not to exceed the fee customarily charged in arm's length transactions by others rendering similar services
in the same geographic area for similar properties as determined by a survey of brokers and agents in such area.

 Asset Management Fee

 The
Advisor or its affiliates are paid an asset management fee of 0.55 % of the Company's average invested assets, as defined, payable
quarterly in an amount equal to 0.1375 of 1% of average invested assets as of the last day of the immediately preceding quarter.

 F- 30

 NOTES

 For

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

 Reimbursement of
 Other expenses

 For any year in which the Company qualifies as a REIT, the Advisor must reimburse the Company for the amounts, if any, by which the total operating expenses, the sum of the advisor asset management fee plus other operating expenses paid during the previous fiscal year exceed the greater of 2 % of average invested assets, as defined, for that fiscal year, or, 25 % of net income, as defined, for that fiscal year. Items such as property operating expenses, depreciation and amortization expenses, interest payments, taxes, non-cash expenditures, the special liquidation distribution, the special termination distribution, organization and offering expenses, and acquisition fees and expenses are excluded from the definition of total operating expenses, which otherwise includes the aggregate expense of any kind paid or incurred by the Company.

 The Advisor or its affiliates are reimbursed for expenses that may include costs of goods and services, administrative services and non-supervisory services performed directly for the Company by independent parties.

 SLP
Units

 In
connection with the Company's Offering, Lightstone SLP, LLC, an affiliate of the Sponsor, purchased SLP Units in the Operating
Partnership for an aggregate of $ 30.0 million. These SLP Units, the purchase price of which will be repaid only after stockholders receive
a stated preferred return and their net investment, may entitle Lightstone SLP, LLC to a portion of any regular distributions made by
the Operating Partnership.

each of the first two calendar quarters of 2023, quarterly distributions declared and paid on the SLP Units were at a 7 % annualized rate
of return. Because the quarterly distribution declared by the Board of Directors on Common Shares for the third calendar quarter of 2023
did not equate to at least an annualized rate of 7 %, assuming a purchase price of $ 10.00 per share, no distributions were declared on
the SLP Units for the third calendar quarter of 2023. Until distributions on Common Shares are brought current to at least an annualized
rate of 7 % assuming a purchase price of $ 10.00 per share, no distributions will be declared on the SLP Units. Any future distributions
on the SLP Units will always be subordinated until stockholders receive a stated preferred return.

the year ended December 31, 2024, no distributions were declared or paid on the SLP Units. During the year ended December 31, 2023, total
distributions declared and paid on the SLP Units were $ 1.0 million and $ 1.6 million, respectively, and are part of noncontrolling interests.

 The
SLP Units also entitle Lightstone SLP, LLC to a portion of any liquidating distributions made by the Operating Partnership. The value
of such distributions will depend upon the net sale proceeds upon the liquidation of Lightstone REIT I and, therefore, cannot be determined
at the present time. Liquidating distributions to Lightstone SLP, LLC will always be subordinated until stockholders receive a distribution
equal to their initial investment plus a stated preferred return, as described below:

 Operating Stage

 Amount of Distribution

 7 % Stockholder Return
 Threshold

 Once a cumulative non-compounded return of 7 % per year on their net investment is realized by stockholders, Lightstone SLP, LLC is eligible to receive available distributions from the Operating Partnership until it has received an amount equal to a cumulative non-compounded return of 7 % per year on the purchase price of the special general partner interests. "Net investment" refers to $ 10 per share, less a pro rata share of any proceeds received from the sale or refinancing of the Company's assets.

 12 % Stockholder
 Return Threshold

 Once a cumulative non-compounded return of 12 % per year is realized by stockholders on their net investment (including amounts equaling a 7 % return on their net investment as described above), 70 % of the aggregate amount of any additional distributions from the Operating Partnership will be payable to the stockholders, and 30 % of such amount will be payable to Lightstone SLP, LLC.

 Returns in Excess of
 12 %

 After the 12 % return threshold is realized by stockholders, 60 % of any remaining distributions from the Operating Partnership will be distributable to stockholders, and 40 % of such amount will be payable to Lightstone SLP, LLC.

 F- 31

 NOTES

 For

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

 Liquidating Stage

 Amount of Distribution

 7 % Stockholder Return Threshold

 Once stockholders have received liquidation distributions, and a cumulative non-compounded 7 % return per year on their initial net investment, Lightstone SLP, LLC will receive available distributions until it has received an amount equal to its initial purchase price of the special general partner interests plus a cumulative non-compounded return of 7 % per year.

 12 % Stockholder Return Threshold

 Once stockholders have received liquidation distributions [in an amount equal to their net investment] plus a cumulative non-compounded return of 12 % per year on their initial net investment (including amounts equaling a 7 % return on their net investment as described above), 70 % of the aggregate amount of any additional distributions from the Operating Partnership will be payable to the stockholders, and 30 % of such amount will be payable to Lightstone SLP, LLC.

 Returns in Excess of 12 %

 After stockholders have received liquidation distributions [in an amount equal to their net investment] plus a cumulative non-compounded return of 12 % per year on their initial net investment, 60 % of any remaining distributions from the Operating Partnership will be distributable to stockholders, and 40 % of such amount will be payable to Lightstone SLP, LLC.

the first quarter of 2024, the Advisor agreed to allow the Company to temporarily defer the payment of asset management fees.

 The
following table represents the fees incurred and reimbursement associated with the payments to the Sponsor, Advisor and their affiliates
for the period indicated:

 Asset management fees (general and administrative costs)

 $
 1,998

 $
 2,013

 Property management fees (property operating expenses)

 Development fees and cost reimbursement (1)

 Total

 $
 2,369

 $
 3,146

 (1)
 Development fees and the reimbursement of development-related costs that the Company pays to the Advisor and its affiliates are capitalized and are included in the carrying value of the associated development project which are generally classified as development projects on the consolidated balance sheets until construction is substantially completed unless the associated development project meets the criteria to be classified as held for sale. Once construction is substantially completed, these amounts are recorded as property operating expenses.

 As
of December 31, 2024 and 2023, the Company owed the Advisor and its affiliated entities $ 3.0 million and $ 1.6 million, respectively,
which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets.

 F- 32

 NOTES

 For

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

 12.
 Commitments and Contingencies

 Hotel
Franchise Agreement

 The
Lower East Side Moxy Hotel operates pursuant to a 30-year franchise agreement (the "Hotel Franchise Agreement") with Marriott
International, Inc. ("Marriott"). The Hotel Franchise Agreement provides for the Company to pay franchise fees and marketing
fund charges equal to certain prescribed percentages of gross room sales, as defined. Additionally, pursuant to the terms of the Hotel
Franchise Agreement, the Company received a Key Money payment of $ 4.7 million from Marriott during the fourth quarter of 2022. The
Key Money, which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets is being
amortized as a reduction to franchise fees over the term of the Hotel Franchise Agreement. As of December 31, 2024 and 2023, the remaining
unamortized balance of the Key Money was $ 4.4 million and $ 4.6 million, respectively. Pursuant to the terms of the Hotel Franchise
Agreement, the Company may be obligated to return the unamortized portion of the Key Money back to Marriott upon the occurrence of certain
events. The franchise fees and marketing fund charges are recorded as a component of hotel operating expenses in the consolidated statements
of operations.

 Hotel
Management Agreements

 With
respect to the Lower East Side Moxy Hotel, the Company has entered into a hotel management agreement, food and beverage operations management
agreement and an asset management agreement (collectively, the "Hotel Management Agreements") with various third-party management
companies pursuant to which they provide oversight and management over the operation of the Lower East Side Moxy Hotel and its food and
beverage venues and receive payment of certain prescribed management fees, generally based on a percentage of revenues and certain incentives
for exceeding targeted earnings thresholds. The management fees are recorded as a component of hotel operating expenses on the consolidated
statements of operations. The Hotel Management Agreements have initial terms ranging from 5 to 20 years.

 Legal
Proceedings

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

 Various
claims have been asserted against the 2 nd Street Joint Venture, including that the rents at Gantry Park Landing have
been in excess of the lawfully allowable amounts. While any dispute has an element of uncertainty, the 2 nd Street Joint
Venture currently believes that the likelihood of an unfavorable outcome with respect to these matters is remote and therefore, no provision
for loss has been recorded in connection therewith.

 Other
the aforementioned matter, 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.

 F- 33

 PART II.
CONTINUED:

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

 None

 Item 9A. CONTROLS AND PROCEDURES

 Disclosure
Controls and Procedures. As of December 31, 2024, we conducted an evaluation under the supervision and with the participation
of the Advisor's management, including our Chairman and Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures. The term "disclosure controls and procedures," as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Act of 1934, as amended, or the Exchange Act, means controls and other
procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files
or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the company's management, including its principal executive and principal financial officers, or persons performing similar
functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chairman and Chief
Executive Officer and Chief Financial Officer concluded as of December 31, 2024 that our disclosure controls and procedures were adequate
and effective.

 Management's
Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control
system is a process designed by, or under the supervision of, our Chairman and Chief Executive Officer and Chief Financial Officer and
effected by our Board, management and other personnel to provide reasonable assurance regarding the reliability of our financial reporting
and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

 Our
internal control over financial reporting includes policies and procedures that:

 pertain
 to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and disposition of assets;

 provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with the authorization
 of our management and directors; and

 provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
 could have a material effect on our financial statements.

of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

 Management
assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, they
used the control criteria framework of the Committee of Sponsoring Organizations, or COSO, of the Treadway Commission published in its
report entitled Internal Control—Integrated Framework (2013). Based on this evaluation, our management has concluded that
our internal control over financial reporting was effective as of December 31, 2024.

 This
annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject to attestation by the Company's independent registered
public accounting firm.

 Changes
in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the
quarter ended December 31, 2024 that have materially affected, or are 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 AND EXECUTIVE OFFICERS OF THE REGISTRANT

 Directors

 The
following table presents certain information as of March 15, 2025 concerning each of our directors serving in such capacity:

 Name

 Age

 Principal
Occupation and Positions Held

 Year
Term of Office Will Expire

 Served as a

Director Since

 David
 Lichtenstein

 Chief
 Executive Officer, President and Chairman of the Board of Directors

 2025

 2004

 George
 R. Whittemore

 2025

 2006

 Alan
 Retkinski

 2025

 2019

 Howard
 E. Friedman

 2025

 2021

 David
Lichtenstein is the Chairman of our Board of Directors and our Chief Executive Officer, and is the Chief Executive Officer of
our Advisor. Mr. Lichtenstein founded both American Shelter Corporation and The Lightstone Group. From 1988 to the present, Mr. Lichtenstein
has served as Chairman of the Board of Directors and Chief Executive Officer of The Lightstone Group, directing all aspects of the acquisition,
financing and management of a diverse portfolio of multifamily, lodging, retail and industrial properties located in 20 states, and Puerto
Rico. From April 2008 to present, Mr. Lichtenstein has served as the Chairman of the board of directors and Chief Executive Officer of
Lightstone Value Plus REIT II, Inc. ("Lightstone REIT II") and Lightstone Value Plus REIT II LLC, its advisor. From October
2012 to the present, Mr. Lichtenstein has served as the Chairman of the board of directors of Lightstone Value Plus REIT III, Inc. ("Lightstone
REIT III") and from April 2013 to the present, as the Chief Executive Officer of Lightstone REIT III and of Lightstone Value Plus
REIT III LLC. From September 2014 to the present, Mr. Lichtenstein has served as Chairman of the Board of Directors and Chief Executive
Officer of Lightstone Value Plus REIT IV, ("Lightstone REIT 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"). On December 19, 2023, Mr. Lichtenstein
was appointed to the Board of Directors of Lightstone Value Plus REIT V, Inc. ("Lightstone V") and is Chairman and Chief
Executive Officer of its advisor. Mr. Lichtenstein previously served as Chairman of the Board of Directors of Lightstone V from
September 28, 2017 through August 30, 2021, when he was appointed Chairman Emeritus. 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. Mr. Lichtenstein is a member
of the International Council of Shopping Centers and the National Association of Real Estate Investment Trusts, Inc., and industry trade
group, as well as, a member of the Board of Directors of Touro College and New York Medical College. Mr. Lichtenstein has been selected
to serve as a director due to his extensive experience and networking relationships in the real estate industry, along with his experience
in acquiring and financing real estate properties.

 George
R. Whittemore is one of our independent directors. From April 2008 to the present, Mr. Whittemore has served as a member of the
board of directors of Lightstone REIT II and from December 2013 to present, has served as a member of the board of directors of Lightstone
REIT III. Previously, Mr. Whittemore served as a Director and member of the Audit Committee of Village Bank Financial Corporation in
Richmond, Virginia, a publicly traded company, through May 2023. Mr. Whittemore previously served as a Director of Condor Hospitality,
Inc. in Norfolk, Nebraska, a publicly traded company, from November 1994 to March 2016. Mr. Whittemore previously served as a Director
and Chairman of the Audit Committee of Prime Group Realty Trust from July 2005 until December 2012. Mr. Whittemore previously served
as President and Chief Executive Officer of Condor Hospitality Trust, Inc. from November 2001 until August 2004 and as Senior Vice President
and Director of both Anderson & Strudwick, Incorporated, a brokerage firm based in Richmond, Virginia, and Anderson & Strudwick
Investment Corporation, from October 1996 until October 2001. Mr. Whittemore has also served as a Director, President and Managing Officer
of Pioneer Federal Savings Bank and its parent, Pioneer Financial Corporation, from September 1982 until August 1994, and as President
of Mills Value Adviser, Inc., a registered investment advisor. Mr. Whittemore is a graduate of the University of Richmond. Mr. Whittemore
has been selected to serve as an independent director due to his extensive experience in accounting, banking, finance and real estate.

 Alan
Retkinski is one of our independent directors. Since 2004, Mr. Retkinski has been the president of Lexington Realty International,
a national multifaceted real estate brokerage firm specializing in investment sales, retail leasing, lease preparation/negotiating and
management. Mr. Retkinski has been selected to serve as an independent director due to his extensive experience in real estate transactions.

 Howard
E. Friedman is our is one of our independent directors. Mr. Friedman is the Founding Partner of Lanx Management LLC,
a hedge "fund of funds" founded in 2001. Mr. Friedman co-founded Watermark Press, Inc. in 1989 and served as its
Publisher and Chief Executive Officer until 1998 when it was sold to Cendent Corp. Mr. Friedman is a director of Sinclair Broadcast
Group, Inc. (NASDAQ: SBGI), where he has served since January 2015. Mr. Friedman also serves on the Compensation Committee
and as the chair of the Nominating and Corporate Governance Committee of Sinclair Broadcast Group, Inc. From 2006 to 2010, Mr. Friedman
served as President and then Chairman of the Board of the American Israel Public Affairs Committee (AIPAC). From 2010 to 2012, he served
as the President of the American Israel Educational Foundation, the charitable arm of AIPAC. He is the past Chair of the Board of The
Associated: Jewish Community Federation of Baltimore. From 2004 to 2017, Mr. Friedman served on the advisory board of Johns Hopkins
Bloomberg School of Public Health. He currently serves as the Honorary Chairman of the Board of the Union of Orthodox Jewish Congregations
of America. In addition, Mr. Friedman serves on the boards of Touro College and University System, Talmudical Academy, and the Simon
Wiesenthal Center. Mr. Friedman has been selected to serve as an independent director due to his extensive skills in finance, management
and investment matters.

 Executive
Officers:

 The
following table presents certain information as of March 15, 2025 concerning each of our executive officers serving in such capacities:

 Name

 Age

 Principal
 Occupation and Positions Held

 David
 Lichtenstein

 Chief
 Executive Officer and Chairman of the Board of Directors

 Mitchell
 Hochberg

 President

 Joseph
 Teichman

 Counsel

 Seth
 Molod

 Chief
 Financial Officer and Treasurer

 David
Lichtenstein for biographical information about Mr. Lichtenstein, see "Management — Directors."

 Mitchell
Hochberg is our President and Chief Operating Officer and has also served as President and Chief Operating Officer of Lightstone
REIT II since December 2013. Mr. Hochberg also serves as the President and Chief Operating Officer of our sponsor. From April 2013 to
the present, Mr. Hochberg has served as President and Chief Operating Officer of Lightstone REIT III and its advisor. From September
2014 to the present, Mr. Hochberg has served as President and Chief Operating Officer of Lightstone REIT IV and its advisor. 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") and Lightstone REIT V effective as of September 28, 2017, and
on August 31, 2021, was appointed Chairman of the Board of Directors of Lightstone REIT V. Prior to joining The Lightstone Group in August
2012, Mr. Hochberg served as principal of Madden Real Estate Ventures, a real estate investment, development and advisory firm specializing
in hospitality and residential projects from 2007 to August 2012 when it combined with our sponsor. 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
residential neighborhoods in the Northeast 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 from
Columbia University School of Law where he was a Harlan Fiske Stone Scholar 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.

 Joseph
E. Teichman is our General Counsel and also serves as General Counsel of Lightstone REIT II, Lightstone REIT III and Lightstone
REIT IV and their respective advisors. Mr. Teichman also serves as Executive Vice President and General Counsel of our Advisor and Sponsor.
From October 2014 to the present, Mr. Teichman has served as Secretary and a Director of Lightstone Enterprises. Prior to joining us
in January 2007, Mr. Teichman practiced law at the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP in New York, NY from
September 2001 to January 2007. Mr. Teichman earned his J.D. from the University of Pennsylvania Law School in May 2001. Mr. Teichman
earned a B.A. from Beth Medrash Govoha, Lakewood, NJ. Mr. Teichman is licensed to practice law in New York and New Jersey. Mr. Teichman
is also a member of the Board of Directors of Yeshiva Orchos Chaim, Lakewood, NJ and was appointed to the Ocean County College Board
of Trustees in February 2016.

 Seth
Molod is our Chief Financial Officer and Treasurer and also serves as Chief Financial Officer and Treasurer of Lightstone
REIT II, Lightstone REIT III, Lightstone REIT IV and Lightstone REIT V. Mr. Molod also serves as the Executive Vice President and
Chief Financial Officer of our Sponsor and as the Chief Financial Officer of our Advisor and the advisors of Lightstone REIT II, Lightstone
REIT III, Lightstone REIT IV and Lightstone REIT V. 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, as amended, requires each director, officer and individual beneficially owning more than 10% of our common
stock to file initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4
and 5) of our common stock with the Securities Exchange Commission ("SEC"). Officers, directors and greater than 10%
beneficial owners are required by SEC rules to furnish us with copies of all such forms they file. Based solely on a review of the copies
of such forms furnished to us during and with respect to the fiscal year ended December 31, 2024, or written representations that no
additional forms were required, we believe that all of our officers and directors and persons that beneficially own more than 10% of
the outstanding shares of our common stock complied with these filing requirements in 2024.

 Information
Regarding Audit Committee

 Our
board of directors (the "Board") established an audit committee in April 2005. The charter of audit committee is available
at www.lightstonecapitalmarkets.com/sec-filings or in print to any shareholder who requests it c/o Lightstone Value Plus REIT, 1985 Cedar
Bridge Avenue, Lakewood, NJ 08701. Our audit committee consists of George R. Whittemore, Alan Retkinski and Howard E. Friedman, each
of whom is "independent" within the meaning of the NYSE listing standards. The Board determined that Mr. Whittemore is qualified
as an audit committee financial expert as defined in Item 401 (h) of Regulation S-K. For more information regarding the relevant professional
experience of Mr. Whittemore, Mr. Retkinski and Mr. Friedman, see "Directors".

 Code
of Conduct and Ethics

 We
have adopted a Code of Conduct and Ethics that applies to all of our executive officers and directors, including but not limited to,
our principal executive officer and principal financial officer. Our Code of Conduct and Ethics can be found at www.lightstonecapitalmarkets.com/sec-filings.

 ITEM
11. EXECUTIVE COMPENSATION

 Compensation
of Executive Officers

 We
currently have no employees. Our Advisor performs our day-to-day management functions. Our executive officers are all employees of the
Advisor. We do not pay any of these individuals for serving in their respective positions.

 Compensation
of Board

 We
pay our independent directors an aggregate annual fee of $40,000 (payable in quarterly installments) and are responsible for reimbursement
of their out-of-pocket expenses, as incurred. We also pay our audit committee chair an additional aggregate annual fee of $10,000 (payable
in quarterly installments).

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

 Executive
Officers:

 The
following table presents certain information as of March 15, 2025 concerning each of our directors and executive officers serving in
such capacities:

 Name and Business Address (where required) of Beneficial Owner

 Number of Shares of Common Stock of the Company Beneficially Owned

 Percent of All Common Shares of the Company

 David Lichtenstein

 20,000

 0.09
 %

 George R. Whittemore

 -

 -

 Alan Retkinski

 -

 -

 Howard E. Friedman

 -

 -

 Mitchell Hochberg

 -

 -

 Joseph Teichman

 -

 -

 Seth Molod

 -

 -

 Our directors and executive officers as a group (7 persons)

 20,000

 0.09
 %

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 On
July 6, 2004, the Advisor contributed $2 to the Operating Partnership in exchange for 200 Common Units. Our Advisor
also owns 20,000 Common Shares which were issued on July 6, 2004 for $200, or $10.00 per share. Our Advisor, pursuant
to the terms of an advisory agreement, together with our Board of Directors, is primarily responsible for making investment decisions
on our behalf and managing our day-to-day operations. Through his ownership and control of the Sponsor, Mr. Lichtenstein is the indirect
owner and manager of Lightstone SLP, LLC, a Delaware limited liability company, which owns an aggregate of $30.0 million of SLP
Units in the Operating Partnership which were purchased, at a cost of $100,000 per unit, in connection with our Offering. Mr. Lichtenstein
also acts as our Chairman and Chief Executive Officer. As a result, he exerts influence over but does not control Lightstone REIT I or
the Operating Partnership.

 We
have no employees. We are dependent on the Advisor and certain affiliates of our Sponsor for preforming a full range of services that
are essential to us, including asset management, property management (excluding our hospitality property, which is 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. If the Advisor and certain affiliates of our Sponsor are
unable to provide these services to us, we would be required to provide the services ourselves or obtain the services from other parties.

 Our
Sponsor, Advisor and their affiliates, including Lightstone SLP, LLC, are related parties of ours as well as other public REITs also
sponsored and/or advised by these entities. Pursuant to the terms of various agreements, certain of these entities are entitled to compensation
and reimbursement of costs incurred for services related to the investment, development, management and disposition of our assets. The
compensation is generally based on the cost of acquired properties/investments and the annual revenue earned from such properties/investments,
and other such fees and expense reimbursements as outlined in each of the respective agreements.

 On
April 22, 2005, we entered into various agreements with our Advisor and its affiliates to pay certain fees and reimburse certain expenses,
as described below, in exchange for services performed and costs incurred by these and other affiliated entities. As the indirect owner
of those entities, Mr. Lichtenstein benefits from fees and other compensation that they receive pursuant to these agreements.

 Property
Managers

 Our
property managers manage certain of the properties we have acquired and may manage additional properties we acquire. We also use other
unaffiliated third-party property managers, principally for the management of our hotel.

 We
have agreed to pay our property managers a monthly management fee of up to 5% of the gross revenues from our multifamily residential
and commercial retail properties. In addition, we may pay our property managers a separate fee for (i) the development of, (ii) the one-time
initial rent-up or (iii) leasing-up of newly constructed properties in an amount not to exceed the fee customarily charged in arm's
length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey
of brokers and agents in such area. Our Property Manager will also be paid a monthly fee for any extra services equal to no more than
that which would be payable to an unrelated party providing the services. During both the years ended December 31, 2024 and 2023, we
incurred property management fees of $0.3 million.

 Advisor

 We
have agreed to pay our Advisor an acquisition fee equal to 2.75% of the gross contractual purchase price (including any mortgage indebtedness
assumed) of each property we purchase and reimburse our Advisor for expenses that it incurs in connection with the purchase of a property.
We anticipate that acquisition expenses will typically be between 1% and 1.5% of a property's purchase price, and acquisition fees
and expenses are capped at 5% of the gross contractual purchase price of a property. The Advisor is also paid an advisor asset management
fee of 0.55% of our average invested assets and we reimburse some expenses of the Advisor. Additionally, development fees and the reimbursement
of development-related costs that we pay to our Advisor and its affiliates are capitalized and are included in the carrying value of
the associated development project. During the first quarter of 2024, the Advisor agreed to allow us to temporarily defer the payment
of asset management fees.

 The
following table represents the fees incurred and reimbursement associated with the payments to the Sponsor, Advisor and their affiliates
for the period indicated:

 Asset management fees (general and administrative costs)

 $
 1,998

 $
 2,013

 Development fees and cost reimbursement (1)

 Total

 $
 2,062

 $
 2,845

 (1)
 Development
 fees and the reimbursement of development-related costs that we pay to the Advisor and its
 affiliates are capitalized and are included in the carrying value of the associated development
 project which are generally classified as development projects on the consolidated balance
 sheets until construction is substantially completed unless the associated development project
 meets the criteria to be classified as held for sale. Once construction is substantially
 completed these amounts are recorded as property operating expenses.

 As
of December 31, 2024 and 2023, we owed the Advisor and its affiliated entities $3.0 million and $1.6 million, respectively, which is
included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets.

 Sponsor

 In
connection with our Offering, Lightstone SLP, LLC, an affiliate of the Sponsor, purchased SLP Units in the Operating Partnership for
an aggregate of $30.0 million. These SLP Units, the purchase price of which will be repaid only after stockholders receive a stated preferred
return and their net investment, may entitle Lightstone SLP, LLC to a portion of any regular distributions made by the Operating Partnership.

each of the first two calendar quarters of 2023, quarterly distributions declared and paid on the SLP Units were at a 7% annualized rate
of return. Because the quarterly distribution declared by the Board of Directors on Common Shares for the third calendar quarter of 2023
did not equate to at least an annualized rate of 7%, assuming a purchase price of $10.00 per share, no distributions were declared on
the SLP Units for the third calendar quarter of 2023. Until distributions on Common Shares are brought current to at least an annualized
rate of 7% assuming a purchase price of $10.00 per share, no distributions will be declared on the SLP Units. Any future distributions
on the SLP Units will always be subordinated until stockholders receive a stated preferred return.

the year ended December 31, 2024, no distributions were declared or paid on the SLP Units. During the year ended December 31, 2023, total
distributions declared and paid on the SLP Units were $1.0 million and $1.6 million, respectively, and are part of noncontrolling interests.

 The
SLP Units also entitle Lightstone SLP, LLC to a portion of any liquidating distributions made by the Operating Partnership. The value
of such distributions will depend upon the net sale proceeds upon the liquidation of Lightstone REIT I and, therefore, cannot be determined
at the present time. Liquidating distributions to Lightstone SLP, LLC will always be subordinated until stockholders receive a distribution
equal to their initial investment plus a stated preferred return.

 Acquisitions
and Investments in Entities Affiliated with Sponsor

 Columbus
Joint Venture

 On
November 29, 2022, we, along with Converge, a majority owned subsidiary of Converge Holdings LLC, a reinsurance business owned by the
Sponsor, and the BVI member, a wholly owned subsidiary of BVI, a real estate investment company owned by the Sponsor, entered into a
joint venture agreement to form the Columbus Joint Venture for the purpose of acquiring the Columbus Properties, a portfolio of nine
multifamily residential properties consisting of 2,564 units located in the Columbus, Ohio metropolitan area, for a contractual purchase
price of $465.0 million. We have a 19% joint venture ownership interest in the Columbus Joint Venture. Converge and the BVI Member, which
are both related parties, have joint venture ownership interests of 19% and 62%, respectively. Additionally, the manager of the Columbus
Joint Venture is LEL Bronx Manager LLC, an entity wholly owned by BVI.

 On
November 29, 2022, the Columbus Joint Venture completed the purchase of the Columbus Properties. The acquisition was funded with $74.3
million of cash and $390.7 million of aggregate proceeds from preferred investments from unrelated third-parties and loans from two financial
institutions. In connection with the acquisition and financings, the total cash paid, including closing costs, was $92.3 million and
we paid $17.5 million representing our 19% pro rata share. In connection with the acquisition, we also paid the Advisor a separate acquisition
fee of $2.4 million, equal to 2.75% of our pro-rata share of the contractual purchase price which is reflected in the carrying value
of our investment in unconsolidated affiliated entity on the consolidated balance sheets. During the year ended December 31, 2024 and
2023, we made $1.5 million and $2.0 million, respectively, of additional capital contributions to the Columbus Joint Venture.

 We
determined that the Columbus Joint Venture is a VIE but we are not the primary beneficiary. We account for our ownership interest in
the Columbus Joint Venture in accordance with the equity method of accounting because we exert significant influence over but do not
control the Columbus Joint Venture. All capital contributions and distributions of earnings from the Columbus Joint Venture are made
on a pro rata basis in proportion to each member's equity interest percentage. Any distributions in excess of earnings from the
Columbus Joint Venture are made to the members pursuant to the terms of the Columbus Joint Venture's operating agreement. We commenced
recording its allocated portion of profit/loss and cash distributions beginning as of November 29, 2022 with respect to its membership
interest of 19% in the Columbus Joint Venture.

 In
connection with the purchase of the Columbus Properties on November 29, 2022, the Columbus Joint Venture obtained senior loans from two
different financial institutions. The first financial institution provided four separate senior mortgage loans, all to subsidiaries of
the Columbus Joint Venture, aggregating $133.6 million. These four loans bear interest at SOFR + 2.19%, provide for interest-only payments
for the first six years of their term and mature in December 2032. Each of these four senior mortgage loans is individually collateralized
by one of the Columbus Properties (collectively, the "Columbus Portfolio I Properties"). The second financial institution
provided five separate senior loans, all to subsidiaries of the Columbus Joint Venture, aggregating $167.2 million. These five senior
loans bear interest at 4.85%, provide for interest-only payments for the first two years of their term and initially mature in December
2027, but may be further extended for an additional five years, subject to satisfaction of certain conditions. Each of these five senior
mortgage loans is individually collateralized by one of the Columbus Properties (collectively, the "Columbus Portfolio II Properties").

in connection with the purchase of the Columbus Properties on November 29, 2022, the Columbus Joint Venture obtained an aggregate of
$90.0 million in financing through two preferred investments (the "Columbus Preferred Investments") from unrelated third
parties. The first preferred investment of $38.6 million is collateralized by the Columbus Portfolio I Properties, bears interest at
11.25%, with a minimum monthly pay rate of 4.00% with any shortfall accrued to principal and has a mandatory redemption date of December
1, 2032. The second preferred investment of $51.4 million is collateralized by the Columbus Portfolio II Properties, bears interest at
11.25%, with a minimum monthly pay rate of 4.00% with any shortfall accrued to principal, and has a mandatory redemption date of December
1, 2027. As of December 31, 2024, the aggregate unpaid interest included in the outstanding balance of the Columbus Preferred Investments
was $10.9 million. Furthermore, the Columbus Preferred Investments are subordinate to the nine senior mortgage loans.

the Columbus Preferred Investments have mandatory redemption dates, the Columbus Joint Venture treats them as financial liabilities and
includes them in mortgages and loans payable on its condensed balance sheets. The Sponsor (the "Guarantor") has fully guaranteed
the nine senior mortgage loans and the Columbus Preferred Investments (the "Debt Guarantee"). Each of the members of the
Columbus Joint Venture have agreed to reimburse the Guarantor for their pro rata share of any balance that becomes due under the Debt
Guarantee, of which our share is up to 19%. We determined that the fair value of the Debt Guarantee is immaterial.

Interest of Subsidiaries within the Operating Partnership

 PRO

2009, the Operating Partnership acquired certain membership interests in Prime Outlets Acquisition Company ("POAC") and Mill
Run, LLC ("Mill Run"), which were subsequently contributed to PRO in exchange for a 99.99% managing membership interest in
PRO. In addition, we contributed $3 for a 0.01% non-managing membership interest in PRO. Because the Operating Partnership was the managing
member with control, PRO was consolidated into our results and financial position. In connection with the acquisitions of the membership
interests in POAC and Mill Run, the Advisor accepted a 19.17% profit membership interest in PRO in lieu of an acquisition fee and assigned
its rights to receive distributions to the Sponsor, who assigned the same to David Lichtenstein. Distributions were split between the
three members in proportion to their respective profit interests. PRO subsequently disposed of all of its membership interests in POAC
and Mill Run in August 2010 and through its liquidation on December 26, 2024, its holdings primarily consisted of Simon OP Units.

 On
September 19, 2018, the Sponsor transferred 9.14% of its profit membership interest in PRO to the Operating Partnership. As of December
31, 2023, the Sponsor had a 10.03% profit membership interest in PRO, which was accounted for as a noncontrolling interest.

 On
December 26, 2024, PRO was liquidated through a non-cash distribution of its remaining holdings, which consisted of 89,695 Simon OP Units,
to its members. The Sponsor received 8,996 Simon OP Units and we, through Marco III LP Units, LLC, a wholly owned subsidiary of the Operating
Partnership, received 80,699 Simon OP Units. As a result of this distribution, PRO was liquidated. The Simon OP units were marked to
market through the date of the distribution and the non-cash distribution to the Sponsor was then accounted for as a distribution to
the noncontrolling interest at fair value. We used the closing price of Simon Stock of $173.80 per share as of December 26, 2024, to
estimate the fair value of the non-cash distribution of $1.6 million to the noncontrolling interest. The difference between the non-cash
distribution amount of $1.6 million and the carrying value of the Sponsor's remaining equity interest in PRO as of the date of
distribution of $1.4 million, was recorded as a decrease of $0.2 million to our additional paid in capital.

 Our net earnings allocated to noncontrolling
interests in our consolidated statements of operations includes the interest in PRO held by our Sponsor through PRO's date of liquidation
on December 26, 2024.

 2 nd
 Street Joint Venture – Gantry Park Landing

 In
August 2011, the Operating Partnership and the Sponsor and other related parties formed the 2 nd Street Joint Venture, which
owns Gantry Park Landing. The Operating Partnership has a 59.2% membership interest in the 2 nd Street Joint Venture (the "2 nd
 Street JV Interest"). The 2 nd Street JV Interest is a managing membership interest. The Sponsor and other related
parties have an aggregate 40.8% non-managing membership interest with certain consent rights with respect to major decisions. Contributions
are allocated in accordance with each investor's ownership percentage. Profit, cash contributions and cash distributions are allocated
in accordance with each investor's ownership percentage. As the Operating Partnership through the 2 nd Street Joint
Venture Interest has the power to direct the activities of the 2 nd Street Joint Venture that most significantly impact the
performance, we consolidate the operating results and financial condition of the 2 nd Street Joint Venture and account for
the ownership interests of the Sponsor and other related parties as noncontrolling interests.

 Santa
Monica Joint Venture – Santa Monica Project

 We
have a 50% joint venture ownership interest in the Santa Monica Joint Venture. The Santa Monica Joint Venture is between us and an affiliate
of the Sponsor, a related party. We consolidate the Santa Monica Joint Venture and account for the other member's ownership interest
as a noncontrolling interest in our consolidated financial statements.

 In
March 2022, the Santa Monica Joint Venture originated a $49.0 million promissory note (the "Santa Monica Note Receivable")
to a borrower (the "Santa Monica Borrower"), which was collateralized by two development projects located in Santa Monica,
California. The Santa Monica Note Receivable bore interest at SOFR + 7.00%, subject to a 7.15% floor.

the first quarter of 2023, the Santa Monica Joint Venture received a partial principal paydown of $14.0 million on the Santa Monica Note
Receivable in exchange for the release of one of the development projects, which had been completed, from the underlying collateral pool.
As a result, the remaining outstanding principal balance of the Santa Monica Note Receivable of $35.0 million was secured solely by the
Santa Monica Project, which consists of a proposed multifamily residential project on land parcels located in Santa Monica, California.

 Due
to financial difficulties, during the second quarter of 2023 the Santa Monica Borrower discontinued making monthly interest payments
on the Santa Monica Note Receivable, which subsequently matured on August 31, 2023. On December 29, 2023, ownership of the Santa Monica
Project was transferred to the Santa Monica Joint Venture via a deed in lieu of foreclosure transaction. In connection with the transfer,
the aggregate outstanding principal and accrued interest for the Santa Monica Note Receivable of $36.7 million, which approximated the
fair value of the Santa Monica Project at that time, was reclassified from notes receivable, net to development projects on the consolidated
balance sheets.

Charge

 Subsequent
to obtaining ownership of the Santa Monica Project, the Santa Monica Joint Venture decided to continue certain pre-development activities,
which had already been started by the former owner. However, during the third quarter of 2024, the Santa Monica Joint Venture decided
to no longer pursue development of the Santa Monica Project, but rather pursue various other strategies with respect to it, including
a sale or the potential transfer of ownership to the lender, which had provided a non-recourse mortgage loan (the "Santa Monica
Loan"), collateralized by the Santa Monica Project. As a result of this change in strategy, the Santa Monica Joint Venture determined
the carrying value of the Santa Monica Project was no longer fully recoverable and therefore, recorded a non-cash impairment charge of
$17.7 million (which is included in impairment charges on our consolidated statement of operations) during the third quarter of 2024,
in order to reduce the carrying value of the Santa Monica Project to its then estimated fair value of $19.0 million. In estimating the
fair value of the Santa Monica Project, the Santa Monica Joint Venture used the value provided by an independent, third-party commercial
real estate advisory and services firm.

 As of December 31, 2024 and 2023, the carrying
value of the Santa Monica Project was $19.0 million and $36.7 million, respectively, which is included in development projects on the
consolidated balance sheets.

 The
Hotel Joint Venture

2015, we formed the Hotel Joint Venture with Lightstone REIT II, a related party REIT also sponsored by the Sponsor. We have a 2.5% membership
interest in the Hotel Joint Venture and Lightstone REIT II holds the remaining 97.5% membership interest. The Hotel Joint Venture holds
ownership interests in the Hotel JV Portfolio, a portfolio of five limited-service hotels, as of December 31, 2024. Previously, the Hotel
Joint Venture held ownership interests in seven hotels but sold two of them during July 2023. During July 2023, we received a distribution
of $0.5 million from the Hotel Joint Venture for its respective share of the net proceeds from the sale of the aforementioned two limited-service
hotels.

 We
account for our 2.5% membership interest in the Hotel Joint Venture using a measurement alternative pursuant to which the investment
is measured at cost, adjusted for observable price changes and impairments, if any, and as of December 31, 2024 and 2023, the carrying
value of the investment was $0.4 million and $0.5 million, respectively, which is included in investment in related party on the
consolidated balance sheets.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Independent
Registered Public Accounting Firm

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

 Audit
and Non-Audit Fees

 The
following table presents the aggregate fees billed to the Company for the years indicated by the Company's principal accounting
firm:

 (in thousands)

 2024

 2023

 Audit Fees (a)

 $

 $

 Tax Fees (b)

 Total Fees

 $

 $

 a)

 Fees
 for audit services consisted of the audit of the Company's annual consolidated financial statements, interim reviews of the
 Company's quarterly consolidated financial statements and services normally provided in connection with statutory and regulatory
 filings including registration statement consents.

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

 In
considering the nature of the services provided by the independent auditor, the audit committee determined that such services are compatible
with the provision of independent audit services. The audit committee discussed these services with the independent auditor and the Company's
management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC
to implement the related requirements of the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

 AUDIT
COMMITTEE REPORT

 To
the Directors of Lightstone Value Plus REIT I, Inc.:

 We
have reviewed and discussed with management Lightstone Value Plus REIT I, Inc.'s audited consolidated financial statements as of
and for the year ended December 31, 2024.

 We
have discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standard No. 16, "Communication
with Audit Committees," as amended, as adopted by the Public Company Accounting Oversight Board.

 We
have received and reviewed the written disclosures and the letter from the independent auditors required by the Public Company Accounting
Oversight Board Rule 3526, Communication with Audit Committees Concerning Independence and have discussed with the auditors the auditors'
independence.

 Based
on the reviews and discussions referred to above, we recommend to the Board that the consolidated financial statements referred to above
be included in Lightstone Value Plus REIT I, Inc.'s Annual Report on consolidated Form 10-K for the year ended December 31,
2024.

 Audit
Committee

 George
R. Whittemore

 Alan
Retkinski

 Howard
E. Friedman

 INDEPENDENT
DIRECTORS' REPORT

 To
the Stockholders of Lightstone Value Plus REIT I, Inc.:

 We
have reviewed the Company's policies and determined that they are in the best interest of the Company's stockholders. Set
forth below is a discussion of the basis for that determination.

 The
Company has and expects to continue to principally invest in commercial and multifamily residential properties, as well as various other
real estate-related investments, primarily located in the United States. The Company's acquisitions may include both portfolios
and individual properties. The Company generally intends to hold each of its real estate properties until its investment objectives are
met or it is likely they will not be met.

 The
Company has and expect to continue to enter into joint ventures, tenant-in-common investments or other co-ownership arrangements for
the acquisition, development or improvement of properties with third parties or certain affiliates of its Sponsor, including its other
sponsored REITs.

 The
Company intends for its portfolio to provide consistent current income and also to provide capital appreciation resulting from its expectation
that in certain circumstances it has or will be able to acquire properties at a discount to replacement cost or otherwise at less than
what it perceives as the market value or to reposition or redevelop a property so as to increase its value over the amount of capital
it deployed to acquire and rehabilitate the property. The Company has and may continue to acquire properties that it believes would benefit
from a change in management strategy, or that have incurred substantial deferred maintenance. The Company has and plans to continue to
diversify its portfolio by geographic region, investment size and investment risk with the goal of owning a portfolio of income-producing
real estate properties and real estate-related assets that provide attractive returns for its investors.

 Financing
Policies

 The
Company has and expects to continue to utilize leverage for its properties. The number of different properties the Company will acquire
may be affected by numerous factors, including, the amount of funds available to it. When interest rates on mortgage loans are high or
financing is otherwise unavailable on terms that are satisfactory to the Company, the Company may purchase certain properties for cash
with the intention of obtaining a mortgage loan for a portion of the purchase price at a later time. There is no limitation on the amount
the Company may invest in any single property or on the amount the Company can borrow for the purchase of any property.

 The
Company has and expects to continue to limit its aggregate long-term permanent borrowings to 75% of the aggregate fair market value of
all properties unless any excess borrowing is approved by a majority of the independent directors and is disclosed to the Company's
stockholders. The Company may also incur short-term indebtedness, having a maturity of two years or less. By operating on a leveraged
basis, the Company may have more funds available for investment in properties. This may allow the Company to make more investments than
would otherwise be possible, resulting in a more diversified portfolio. Although the Company's liability for the repayment of indebtedness
is expected to be limited to the value of the property securing the liability and the rents or profits derived therefrom, the Company's
use of leveraging increases the risk of default on the mortgage payments and a resulting foreclosure of a particular property. To the
extent that the Company does not obtain mortgage loans on the Company's properties, the Company's ability to acquire additional
properties will be restricted. The Company will endeavor to obtain financing on the most favorable terms available.

 Policy
on Sale or Disposition of Properties

 The
Company's Board of Directors will determine whether a particular property should be sold or otherwise disposed of after considering
the relevant factors, including performance or projected performance of the property and market conditions, with a view toward achieving
its principal investment objectives.

 The
Company currently intends to hold its properties until its investment objectives are met or it is likely they will not be met. At a future
date, the Company's Board of Directors may decide to liquidate the Company, list its shares on a national stock exchange, sell
its properties individually or merge or otherwise consolidate the Company with a publicly-traded REIT. Alternatively, the Company may
merge with, or otherwise be acquired by, the Sponsor or its affiliates. The Company may, however, sell properties prior to such time
and if so, may invest the proceeds from any sale, financing, refinancing or other disposition of its properties into additional properties.
Alternatively, the Company may use these proceeds to fund maintenance or repair of existing properties or to increase reserves for such
purposes. The Company may choose to reinvest the proceeds from the sale, financing and refinancing of its properties to increase its
real estate assets and its net income. Notwithstanding this policy, the Board of Directors, in its discretion, may distribute all or
part of the proceeds from the sale, financing, refinancing or other disposition of all or any of the Company's properties to the
Company's stockholders. In determining whether to distribute these proceeds to stockholders, the Board of Directors will consider,
among other factors, the desirability of properties available for purchase, real estate market conditions, the likelihood of the listing
of the Company's shares on a national securities exchange and compliance with the applicable requirements under U.S federal income
tax laws.

 When
the Company sells a property, it intends to obtain an all-cash sale price. However, the Company may take a purchase money obligation
secured by a mortgage on the property as partial payment, and there are no limitations or restrictions on the Company's ability
to take such purchase money obligations. The terms of payment to the Company will be affected by customs in the area in which the property
being sold is located and the then prevailing economic conditions. If the Company receives notes and other property instead of cash from
sales, these proceeds, other than any interest payable on these proceeds, will not be available for distributions until and to the extent
the notes or other property are actually paid, sold, refinanced or otherwise disposed. Therefore, the distribution of the proceeds of
a sale to the stockholders may be delayed until that time. In these cases, the Company will receive payments in cash and other property
in the year of sale in an amount less than the selling price and subsequent payments will be spread over a number of years.

 Independent
Directors

 George
R. Whittemore

Alan Retkinski

 Howard
E. Friedman

 PART
IV.

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES:

 LIGHTSTONE VALUE PLUS REIT I, INC.

 Annual
Report on Form 10-K

 For
the fiscal year ended December 31, 2024

 EXHIBIT

 The
following exhibits are filed as part of this Annual Report on Form 10-K or incorporated by reference herein:

 EXHIBIT
 NO.

 DESCRIPTION

 3.1 (1)

 Second Articles of Amendment and Restatement of Lightstone Value Plus REIT I, Inc.

 3.2 (2)

 Amended and Restated Bylaws of Lightstone Value Plus REIT I, Inc.

 4.1 (3)

 Amended and Restated Agreement of Limited Partnership of Lightstone Value Plus REIT LP

 4.2 (4)

 Description of Shares

 10.2 (2)

 Advisory Agreement by and among Lightstone Value Plus REIT I, Inc., Lightstone Value Plus REIT LP and Lightstone Value Plus REIT LLC.

 10.3 (2)

 Management Agreement, by and among Lightstone Value Plus REIT I, Inc., Lightstone Value Plus REIT LP and Lightstone Value Plus REIT Management LLC.

 10.4 (2)

 Form of the Company's Stock Option Plan.

 10.5 (2)

 Form of Indemnification Agreement by and between The Lightstone Group and the directors and executive officers of Lightstone Value Plus REIT I, Inc.

 21.1*

 Subsidiaries of the Registrant

 23.1*

 Consent of EisnerAmper LLP

 31.1*

 Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*

 Certification Pursuant to Rule 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2*

 Certification Pursuant to Rule 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 99.1*

 Consent of Robert A. Stanger & Co., Inc

 101*

 (eXtensible Business Reporting Language). The following financial information from Lightstone Value Plus REIT I, Inc. on Form 10-K
 Sheets, (2) Consolidated Statements of Operations, (3) Consolidated Statements of Comprehensive Income, (4) Consolidated Statements
 of Stockholders' Equity, (5) Consolidated Statements of Cash Flows and (6) the Notes to the Consolidated Financial
 Statement. As provided in Rule 406T of Regulation S-T, this information in furnished and not filed for purpose of Sections 11 and 12
 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

 104*

 *

 Filed
 herewith.

 (1)

 Previously
 filed as an exhibit to the Current Report on Form 8-K that we filed with the Securities and Exchange Commission on January 11, 2023.

 (2)

 Incorporated
 by reference from Lightstone Value Plus REIT I, Inc.'s Registration Statement on Form S-11 (File No. 333-166930), filed with
 the Securities and Exchange Commission on May 18, 2010.

 (3)

 Incorporated
 by reference from Lightstone Value Plus REIT I, Inc.'s Post-Effective Amendment No. 1 to its Registration Statement on Form
 S-11 (File No. 333-117367), filed with the Securities and Exchange Commission on May 23, 2005.

 (4)

 Previously
 filed as an exhibit to the Annual Report on Form 10-K that we filed with the Securities and Exchange Commission on March 19, 2021.

 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.

 LIGHTSTONE VALUE PLUS REIT I, INC.

 Date: March 31, 2025

 By:

 / s/ David Lichtenstein

 David Lichtenstein

 Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

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

 NAME

 CAPACITY

 DATE

 /s/ David Lichtenstein

 Chief Executive Officer and Chairman of the Board

 David Lichtenstein

 (Principal Executive Officer)

 /s/ Seth Molod

 Chief Financial Officer and Treasurer

 Seth Molod

 (Principal Financial Officer and Principal Accounting Officer)

 /s/ George R. Whittemore

 George R. Whittemore

 /s/ Alan Retkinski

 Alan Retkinski

 /s/ Howard E. Friedman

 Howard E. Friedman

 Distributions per share were $0.4375.
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