UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended December 31, 2024

 or

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

 For
the transition period from ____________ to ____________

 Commission
file number 000-55773

VALUE PLUS REIT IV, INC.

 (Exact
Name of Registrant as Specified in Its Charter)

 Maryland

 46-1796830

 (State or other jurisdiction of

 (I.R.S.
Employer

 incorporation or organization)

 Identification No.)

 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:

 Common
Stock, $0.01 par value per share

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

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.

 Indicate 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.

 Indicate 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 8.0 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 $9.50
per share 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 7.9 million shares of common stock held by non-affiliates of the registrant.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

VALUE PLUS REIT IV, 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

 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

 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 IV, Inc., 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"). We intend 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 include this statement for purposes of complying with
these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our 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 our 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) the availability of suitable acquisition/investment opportunities, (ii) financing risks, such as the inability
to obtain equity, debt, or other sources of financing on favorable terms, (iii) the level and volatility of interest rates, (iv) increases
in operating costs and (v) changes in governmental laws, ordinance and regulations. Accordingly, there is no assurance that our 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.

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

 ITEM
1. BUSINESS:

 General
Description of Business and Structure

Value Plus REIT IV, Inc. ("Lightstone REIT IV") is a Maryland corporation, formed on September 9, 2014, which elected
to qualify as a real estate investment trust ("REIT") for United States ("U.S.") federal income tax purposes
beginning with the taxable year ending December 31, 2016.

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

 We
have and currently expect to continue to seek opportunities to invest in real estate and real estate-related investments. Our real estate
investments may include operating properties and development projects and our real estate-related investments may include mezzanine loans,
mortgage loans, bridge loans and preferred equity interests, with a focus on development-related investments, including investments intended
to finance development or redevelopment opportunities. We may also invest in debt and derivative securities related to real estate assets.
A portion of our investments may be secured by or related to properties or entities advised by, or wholly or partially, directly or indirectly
owned by (i) The Lightstone Group, LLC (the "Sponsor"), which served as our sponsor during our initial public offering (the
"Offering"), which terminated on March 31, 2017, (ii) its affiliates and/or (iii) other real estate investment programs
it sponsors. Although we expect that most of our investments will be of these various types, we may also make other investments. In fact,
we may invest in whatever types of investments that we believe are in our best interests.

 We
currently have one operating segment. As of December 31, 2024, we majority owned and consolidated the operating results of Bedford Avenue
Holdings LLC (the "Williamsburg Moxy Hotel Joint Venture"), a joint venture in which we have a 75% membership interest, and
held an unconsolidated approximate 33.3% membership interest in 40 East End Ave. Pref Member LLC (the "40 East End Ave. Joint Venture").
We account for our unconsolidated membership interest in the 40 East End Ave. Joint Venture in accordance with the equity method of accounting.

 The
Williamsburg Moxy Hotel Joint Venture owns a 216-room Marriott branded hotel (the "Williamsburg Moxy Hotel") located in the
Williamsburg neighborhood of Brooklyn in New York City, which it developed, constructed and opened on March 7, 2023. Lightstone
Value Plus REIT III, Inc. ("Lightstone REIT III"), a REIT also sponsored by the Sponsor and a related party, owns the other
25% membership interest in the Williamsburg Moxy Hotel Joint Venture, which is accounted for as noncontrolling interests in our consolidated
financial statements.

 The
40 East End Ave. Joint Venture, through affiliates, developed and constructed a luxury residential 29-unit condominium project located
at the corner of 81st Street and East End Avenue in the Upper East Side neighborhood of Manhattan in New York City. Through December
31, 2024, 26 of the 29 condominium units have been sold and the 40 East End Ave. Joint Venture owns the remaining three unsold units
which are referred to as the 40 East End Avenue Project. Various affiliated entities majority-owned and/or controlled by David Lichtenstein,
who majority owns and controls the Sponsor, own the other approximate 66.7% membership in the 40 East End Ave. Joint Venture.

 Our
advisor is Lightstone Real Estate Income LLC, a Delaware limited liability company (the "Advisor"). Both the Sponsor and
the Advisor are majority owned by David Lichtenstein. On September 12, 2014, the Advisor contributed $200,000 to Lightstone REIT
IV in exchange for 20,000 shares of common stock ("Common Shares") at $10.00 per share. Mr. Lichtenstein also owns 222,222
Common Shares which were issued on June 15, 2015 for $2.0 million, or $9.00 per share. Subject to the oversight of our board of
directors (the "Board of Directors") and pursuant to the terms of an advisory agreement, the Advisor has the primary responsibility
for making investment decisions on our behalf and managing our day-to-day operations. Mr. Lichtenstein also acts as our Chairman
and Chief Executive Officer. As a result, he exerts influence over but does not control Lightstone REIT IV.

 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 services. 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 in Consolidated Subsidiaries

interests in consolidated subsidiaries represents Lightstone REIT III's 25% share of the equity in the Williamsburg Moxy Hotel
Joint Venture. Income and losses attributable to the Williamsburg Moxy Hotel Joint Venture are allocated to the noncontrolling interest
holder based on its ownership percentage.

 Related
Parties

 Our
Sponsor, Advisor and their affiliates 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.

 Subordinated
Advances – Related Party

 On
March 18, 2016, we and the Sponsor entered into a subordinated unsecured loan agreement (the "Subordinated Loan Agreement")
pursuant to which the Sponsor made aggregate principal advances of $12.6 million to us through March 31, 2017 (the termination date
of the Offering). The outstanding principal advances bear interest at a rate of 1.48%, but no interest or principal is due and payable
to the Sponsor until holders of our Common Shares have received liquidation distributions equal to their respective net investments (defined
as $10.00 per Common Share) plus a cumulative, pre-tax, non-compounded annual return of 8.0% on their respective net investments.

 In
the event of our liquidation, the distribution of any available net proceeds initially will be made to holders of our Common Shares until
they have received liquidation distributions equal to their respective net investments plus a cumulative, pre-tax, non-compounded annual
return of 8.0% on their respective net investment. Thereafter, only if additional liquidating distributions are available, we will be
obligated to repay the outstanding principal advances and related accrued interest to the Sponsor. In the event that any additional liquidation
distributions are still available, 85% of the aggregate will be payable to the holders of our Common Shares and the remaining 15% to
the Sponsor.

 The
outstanding principal advances and the related accrued interest are subordinate to all of our obligations as well as to the holders of
our Common Shares in an amount equal to the shareholder's net investment plus a cumulative, pre-tax, non-compounded annual return
of 8.0% and only potentially payable to the Sponsor in connection with our liquidation.

 Due
to the termination of the Offering on March 31, 2017, the Sponsor is no longer obligated to make any additional principal advances
to us. However, interest will continue to accrue on the outstanding principal advances and the repayment, if any, of the principal advances
and related accrued interest will be made according to the terms of the Subordinated Loan Agreement discussed above.

 As
of December 31, 2024 and 2023, the aggregate outstanding principal advances and related accrued interest were $14.2 million and $14.0
million, respectively, which are classified as Subordinated advances - related party on our consolidated balance sheet.

 We
accrued $186,954 of interest expense on the principal advances during both the years ended December 31, 2024 and 2023, respectively.

 Primary
Investment Objectives

 Our
primary investment objectives are to preserve and protect our stockholders' net investment and to pay periodic distributions to
our stockholders, if necessary, to maintain our qualification as a REIT. We expect to achieve these objectives through investments in
real estate properties and by making other real-estate-related investments.

 Acquisition
and Investment Strategies and Policies

 Our
strategy is to originate, acquire and manage a diverse portfolio of real estate and/or real estate-related investments located primarily
in the U.S. Both of our current real estate investments are between us and related parties and are located in New York City. We generally
have sought to create a portfolio of investments that either generate or are expected to generate attractive cash flow for distributions.
However, we have and still may target capital appreciation from our real estate investments.

 We
have not established any limits on the percentage of our portfolio that may be comprised of various categories of assets which present
differing levels of risk. The allocation of our assets under management is dependent, in part, upon the then-current commercial real
estate market, the investment opportunities it presents and available financing, if any, as well as other micro and macro market conditions.

 We
have and currently expect to continue to seek opportunities to invest in real estate and real estate-related investments. Our real estate
investments may include operating properties and development projects and our real estate-related investments may include mezzanine loans,
mortgage loans, bridge loans and preferred equity interests, with a focus on development-related investments, including those intended
to finance development or redevelopment opportunities. We may also invest in debt and derivative securities related to real estate assets.
A portion of our investments may be secured by or related to properties or entities advised by, or wholly or partially, directly or indirectly,
owned by our Sponsor, its affiliates or other real estate investment programs sponsored by them. Although we expect that most of our
investments will be of these various types, we may make other investments. In fact, we may invest in whatever types of investments that
we believe are in our best interests.

 We
have and currently expect to continue to enter into joint ventures, tenant-in-common investment or other ownership arrangements for the
acquisition, development or improvement of properties with third parties or certain affiliates of our Sponsor, including its other sponsored
REITs.

 Financing
Strategy and Policies

 There
is no limitation on the amount we may invest or borrow for the purchase or origination of any single property or investment. Our charter
allows us to incur leverage up to 300% of our total "net assets" (as defined in our charter) as of the date of any borrowing,
which is generally expected to be approximately 75% of the cost of our investments. We may only exceed this 300% limit if a majority
of our independent directors approves each borrowing in excess of this limit and we disclose such borrowing to our stockholders in our
next quarterly report along with a justification for the excess borrowing. In all events, we expect that our secured and unsecured borrowings
will be reasonable in relation to the net value of our assets and will be reviewed by our Board of Directors at least quarterly.

 We
do not currently intend to exceed the leverage limit in our charter. We believe that careful use of debt helps us to achieve our diversification
goals because we may have more funds available for investment. However, high levels of debt could cause us to incur higher interest charges
and higher debt service payments, which would decrease the amount of cash available for distributions, if any, to our investors.

 Tax
Status and Income Taxes

 We
elected to qualify and be taxed as a REIT commencing with the taxable year ended December 31, 2016. 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 the regular
corporate rate, and we may be precluded from qualifying for treatment as a REIT for the four-year period following our failure to qualify
as a REIT. Such an event could materially adversely affect our net income and net cash available for distribution to our stockholders,
if any. Additionally, even if we continue to qualify as a REIT for U.S. federal income tax purposes, we may still be subject to some
U.S. federal, state and local taxes on our taxable income and property and to U.S. federal income taxes and excise taxes on our undistributed
taxable income, if any.

 To
maintain our qualification as a REIT, we 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 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

 Hotel
and other commercial real estate markets are highly competitive. This competition could reduce the occupancy levels and revenues at our
hotel, which would adversely affect our operations. We face competition from many sources. We face competition from other hotels and
other rental properties both in the immediate vicinity and the geographic market where our hotel is located. Overbuilding in the hotel
industry may increase the number of rooms available leading to a decrease in the occupancy and room rates for our hotel. In addition,
increases in the operating costs for our hotel due to inflation may not be fully or even partially offset by increased room rates. We
also face competition from nationally recognized hotel brands with which we are not currently associated.

 We
may also compete in markets with other owners and operators of other types of real estate; including retail, office, industrial and multifamily
residential real estate. The continued development of any new retail, office, industrial and multifamily residential properties would
further intensify the competition among owners and operators of these types of real estate in the market areas in which we 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 our future properties,
if any.

 In
addition, we compete with other entities engaged in real estate investment activities to locate suitable properties to acquire and to
locate tenants and purchasers for such 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 are also other REITs with asset acquisition objectives similar to ours and others 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 may 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.

 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 current law 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
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 directly or indirectly
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 Securities 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:

 Risk
Management and Strategy

 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 properties, each of which are managed by
an unrelated third party property manager) and acquisition, disposition and financing activities, and other general administrative responsibilities;
such as tax, accounting, legal, information technology ("IT") and investor relations services. As an externally managed REIT,
our risk management function, including cybersecurity, is governed by the cybersecurity policies and procedures of the Advisor and its
affiliates, which determine and implement appropriate risk management processes and strategies as it relates to cybersecurity for both
us and the other entities they advise, own and/or manage, and we rely on the them for assessing, identifying and managing material risks
to our business from cybersecurity threats.

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

 The
Advisor and its affiliates have a technology team, under the leadership of the Director of Information Technology, who has over 20 years
of technology management experience, which defines a work plan designed to maintain strong cybersecurity maturity, sets improvement objectives
of key controls and systems, including feedback from third-party assessments, and identifies and implements on-going investments to replace
or upgrade systems or technologies and proactively maintain strong security. As part of this planning, management conducts regular testing
of our incident response plan to increase awareness, establishes key decision-making criteria, ensures effective communication among
key stakeholders, and complies with 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 majority owned and consolidated the operating results of the Williamsburg Moxy Hotel Joint Venture, a
joint venture in which we have a 75% membership interest, and held an unconsolidated approximate 33.3% membership interest in the 40
East End Ave. Joint Venture. We account for our unconsolidated membership interest in the 40 East End Ave. Joint Venture in accordance
with the equity method of accounting.

 The
Williamsburg Moxy Hotel Joint Venture owns a 216-room Marriott branded hotel (the "Williamsburg Moxy Hotel") located in the
Williamsburg neighborhood of Brooklyn in New York City, which it developed, constructed and opened on March 7, 2023. Lightstone
REIT III, a REIT also sponsored by the Sponsor and a related party, owns the other 25% membership interest in the Williamsburg Moxy Hotel
Joint Venture, which is accounted for as noncontrolling interests in our consolidated financial statements.

 Percentage

Occupied

 RevPAR (1)

 ADR (2)

 Year to Date

 for the

 for the

 for the

 Location

 Year Built

 Available

Rooms

2024

2024

2024

 Williamsburg, New York

 2023

 79,056

 %

 $
 255.25

 $
 285.30

 (1)
 Revenue
per Available Room.

 (2)
 Average
Daily Rate.

 The
40 East End Ave. Joint Venture, through affiliates, developed and constructed a luxury residential 29-unit condominium project located
at the corner of 81st Street and East End Avenue in the Upper East Side neighborhood of Manhattan in New York City. Through December
31, 2024, 26 of the 29 condominium units have been sold and the 40 East End Ave. Joint Venture owns the remaining three unsold units
which are referred to as the 40 East End Avenue Project. Various affiliated entities majority-owned and/or controlled by David Lichtenstein,
who majority owns and controls the Sponsor, own the other approximate 66.7% membership in the 40 East End Ave. Joint Venture.

 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; and

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

 ITEM
3. LEGAL PROCEEDINGS:

 From
time to time in the ordinary course of business, we may become subject to legal proceedings, claims or disputes. As of the date hereof,
we are not a party to any material pending legal proceedings of which the outcome is probable or reasonably possible to have a material
adverse effect on our results of operations or financial condition, which would require accrual or disclosure of the contingency and
possible range of loss.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART II.

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

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

 Shareholder
Information

 As
of March 15, 2025, we had 8.2 million shares of common stock ("Common Shares") outstanding, held by a total of 2,016 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 its 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 Share of Common Stock ("NAV per Share")

 On
March 17, 2025, our board of directors (the "Board of Directors") determined and approved our estimated NAV of $78.1
million and resulting NAV per Share of $9.50, both as of December 31, 2024. In connection with our initial public offering (the
"Offering"), which terminated on March 31, 2017, the Lightstone Group LLC (the "Sponsor") funded an aggregate
of $12.6 million of principal advances under a subordinated loan agreement (the "Subordinated Loan Agreement"), which bear
interest at a rate of 1.48%. As of December 31, 2024, the aggregate outstanding principal advances and related accrued interest was $14.2
million, which are classified as Subordinated advances - related party on our consolidated balance sheet. However, in the calculation
of our estimated NAV as of December 31, 2024, no allocation of value was made to Subordinated advances – related party because
the estimated NAV per Share did not exceed an aggregate $10.00 price per share plus a cumulative, pre-tax non-compounded annual return
of 8.0% as of that date. Our estimated NAV and resulting NAV per Share are based upon the estimated fair value of our assets and liabilities
as of December 31, 2024 and are effective as of March 17, 2025.

 The
estimated NAV of our Common Shares was calculated as of a particular point in time. The estimated NAV of our shares 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 Lightstone Real Estate Income LLC, a Delaware limited liability company (the "Advisor"),
an affiliate of the Lightstone Group, LLC, which provides advisory services to us and we have no employees. Our Advisor, along with any
necessary material assistance or confirmation of a third-party valuation expert or service, is responsible for calculating our NAV, which
we currently expect will be done on at least an annual basis unless our Common Shares are approved for listing on a national securities
exchange. Our Board of Directors will review each estimate of NAV and approve the resulting NAV per Share.

 Our
estimated NAV per Share as of December 31, 2024 was calculated with the assistance of both our Advisor and Marshall & Steven's
Incorporated ("M&S"), an independent third-party valuation firm engaged by us to assist with the valuation of our assets,
liabilities and any allocation of value to the Sponsor's subordinated advances. Our Advisor recommended and our Board of Directors
established the estimated NAV per Share as of December 31, 2024 based upon the analyses and reports provided by our Advisor and
M&S. The process for estimating the value of our assets, liabilities and allocations of value to our Sponsor's subordinated
advances is performed in accordance with the provisions of the Investment Program Association (the "IPA") Practice Guideline
2013-01, "Valuations of Publicly Registered Non-Listed REITs," issued April 29, 2013. We believe that our valuations
were developed in a manner reasonably designed to ensure their reliability.

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

 With
respect to our NAV per Share as of December 31, 2024, M&S prepared appraisal reports (the "M&S Appraisal Reports")
summarizing key inputs and assumptions on the two real estate assets (collectively, the "M&S Appraised Real Estate Assets")
in which we held ownership interests as of December 31, 2024.

 M&S
also prepared a NAV report (the "December 2024 NAV Report") which summarized the values of our ownership interests in
real estate assets, non-real estate assets and liabilities, which were used to calculate our estimated NAV and resulting NAV per Share,
all as of December 31, 2024. The December 2024 NAV Report relied upon (i) M&S's Appraisal Reports for the M&S
Appraised Real Estate Assets and (ii) our Advisor's estimate of the value of cash and cash equivalents, restricted cash and
other assets, mortgage payable and accounts payable, accrued expenses and other liabilities to calculate our estimated NAV and resulting
NAV per Share as of December 31, 2024.

 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:

 Real Estate Assets:

 Investment property

 $
 133,125,000

 $
 128,662,500

 Investments in unconsolidated affiliated real estate enity

 8,945,838

 9,934,764

 Total real estate assets

 142,070,838

 $
 17.28

 138,597,264

 $
 16.69

 Non-Real Estate Assets:

 Cash and cash equivalents

 6,564,215

 5,863,252

 Restricted cash and other assets

 4,616,305

 1,808,942

 Total non-real estate assets

 11,180,520

 1.36

 7,672,194

 0.92

 Total Assets

 153,251,358

 18.64

 146,269,458

 17.61

 Liabilities:

 Mortgage payable

 (69,311,767
)

 (62,749,668
)

 Due to related parties

 (772,608
)

 (406,739
)

 Accounts payable, accrued expenses and other liabilities

 (5,094,608
)

 (4,420,728
)

 Total liabilities

 (75,178,983
)

 (9.14
)

 (67,577,136
)

 (8.14
)

 NAV

 $
 78,072,375

 $
 9.50

 $
 78,692,322

 $
 9.47

 Common Shares Outstanding

 8,221,742

 8,306,356

 Use
of an Independent Valuation Firm

 As
discussed above, our Advisor is responsible for calculating our NAV. In connection with determining our NAV, our Advisor may rely on
the material assistance or confirmation of a third-party valuation expert or service. In this regard, M&S 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.
M&S services included appraising the M&S Appraised Real Estate Assets and preparing the December 2024 NAV Report. M&S
is engaged in the business of appraising commercial real estate properties and is not affiliated with us or the Advisor. The compensation
we paid to M&S was based on the scope of work and not on the appraised values of our real estate properties. The appraisals were
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. The M&S Appraisal Reports were reviewed, approved, and signed by
an individual with the professional designation of MAI licensed in the state where each real property is located. The use of the reports
is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. In preparing its
reports, M&S did not, and was not requested to; solicit third-party indications of interest for our common stock in connection with
possible purchases thereof or the acquisition of all or any part of us. In preparing its reports, M&S did not, and was not requested
to solicit third-party indications of interest for our common stock in connection with possible purchases thereof or the acquisition
of all or any part of us.

 M&S
collected reasonably available material information that it deemed relevant in appraising these real estate properties. M&S relied
in part on property-level information provided by our Advisor, including (i) property historical and projected operating revenues
and expenses; and/or (ii) information regarding recent or planned capital expenditures.

 In
conducting their investigation and analyses, M&S took into account customary and accepted financial and commercial procedures and
considerations as they deemed relevant. Although M&S 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. M&S assumed that any
operating or financial forecasts and other information and data provided to or otherwise reviewed by or discussed with M&S were reasonably
prepared in good faith on bases reflecting the then best currently available estimates and judgments of our management, our Board of
Directors, and/or the Advisor. M&S 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, M&S 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. M&S also
made assumptions with respect to certain factual matters. For example, unless specifically informed to the contrary, M&S assumed
that our joint ventures have clear and marketable title to each 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, M&S'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 the M&S Appraisal Reports, and any material change
in such circumstances and conditions may affect M&S's analyses and conclusions. The M&S Appraisal Reports contain other
assumptions, qualifications, and limitations that qualify the analyses, opinions, and conclusions set forth therein. Furthermore, the
prices at which our ownership interests in the real estate properties may actually be sold could differ from M&S's analyses.

 M&S
is actively engaged in the business of appraising commercial real estate properties and real estate related-investments similar to those
owned or invested 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 M&S, on the one hand, and us, the Sponsor, the Advisor,
and our affiliates, on the other hand. Our Advisor engaged M&S on behalf of our Board of Directors to deliver their reports to assist
in the NAV calculation as of December 31, 2024 and M&S received compensation for those efforts. In addition, we agreed to indemnify
M&S against certain liabilities arising out of this engagement. M&S has previously assisted in our prior NAV calculations and
has also been engaged by us for certain valuation services with respect to our investments. M&S may from time to time in the future
perform other services for us and our Sponsor or other affiliates of the Sponsor, so long as such other services do not adversely affect
the independence of M&S as certified in the M&S Appraisal Reports. During the past two years M&S has also been engaged to
provide appraisal services to another non-traded REIT sponsored by our Sponsor for which it was paid usual and customary fees.

 Although
M&S considered any comments received from us and the Advisor relating to their reports, the final estimated fair values for the M&S
Appraised Properties were determined by M&S. The reports were addressed to our Board of Directors to assist our Board of Directors
in calculating an estimated NAV per Share as of December 31, 2024. The reports were not addressed to the public, may not be relied
upon by any other person to establish an estimated NAV per Share, and do not constitute a recommendation to any person to purchase or
sell any shares of our common stock.

 Our
goal in calculating our estimated NAV is to arrive at values that are reasonable and supportable using what we deem to be appropriate
valuation methodologies and assumptions. The 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:

 Real
estate assets

 As
of December 31, 2024, we majority owned and consolidated the operating results of Bedford Avenue Holdings LLC (the "Williamsburg
Moxy Hotel Joint Venture"), a joint venture in which we have a 75% membership interest, and held an unconsolidated approximate
33.3% membership interest in 40 East End Ave. Pref Member LLC (the "40 East End Ave. Joint Venture"). We account for our
unconsolidated membership interest in the 40 East End Ave. Joint Venture in accordance with the equity method of accounting.

 The
Williamsburg Moxy Hotel Joint Venture developed, constructed and owns a 216-room Marriott branded hotel (the "Williamsburg Moxy
Hotel") located in the Williamsburg neighborhood in the Brooklyn borough of New York City, which opened on March 7, 2023. Lightstone
Value Plus REIT III, Inc. ("Lightstone REIT III"), a REIT also sponsored by the Sponsor and a related party, owns the other
25% membership interest in the Williamsburg Moxy Hotel Joint Venture, which is accounted for as noncontrolling interests in our consolidated
financial statements.

 The
40 East End Ave. Joint Venture, through affiliates, developed and constructed a luxury residential 29-unit condominium project located
at the corner of 81st Street and East End Avenue in the Upper East Side neighborhood of Manhattan in New York City. Through December
31, 2024, 26 of the 29 condominium units have been sold and the 40 East End Ave. Joint Venture owns the remaining three unsold units
which are referred to as the 40 East End Avenue Project. Various affiliated entities majority-owned and/or controlled by David Lichtenstein,
who majority owns and controls the Sponsor, own the other approximate 66.7% membership in the 40 East End Ave. Joint Venture.

 As
described above, we engaged M&S to provide an appraisal of the M&S Appraised Real Estate Assets as of December 31, 2024 consisting
of the Williamsburg Moxy Hotel and the 40 East End Avenue Project.

 In
preparing their appraisal reports, the scope of the work performed by M&S included the following procedures, as well other factors:

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

 A
 review of the historical performance of our real estate investments and business plans related
 to operations of the investments;

 A
 review of the data models prepared by the Advisor supporting the valuation for each investment;
 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.

 M&S
employed the income approach and/or the sales comparison approach to estimate the value of the 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 was used in the income approach to determine
the value of our interest in the portfolio. 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
direct capitalization 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 or the expected "sell out" period for a condominium project. If applicable, the property is assumed
to be sold at the end of the multi-year holding period. If applicable, 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.

 M&S
prepared the M&S Appraisal Reports summarizing key inputs and assumptions, for each of the appraised properties using financial information
provided by us and our Advisor. From such review, M&S selected the appropriate cash flow discount rate, residual discount rate, and
terminal capitalization rate in the DCF Analysis, if applicable, the appropriate capitalization rate in the direct capitalization analysis
and the appropriate price per unit in the sales comparison analysis. As for those properties consolidated on our financials, and for
which we do not own 100% of the ownership interest, the property value was adjusted to reflect our ownership interest in such property
after consideration of the distribution priorities associated with such property.

 The
estimated values for our investments in real estate may or may not represent current market values and do not equal the book values of
our real estate investments in accordance with generally accepted accounting principles ("GAAP") in the United States (the
"U.S."). Our consolidated investment in real estate is currently carried in our consolidated financial statements at its
amortized cost basis, adjusted for any loss impairments and bargain purchase gains recognized to date. Our unconsolidated investments
in real estate are currently accounted for under the cost method of accounting in our consolidated financial statements.

 The
following summarizes the valuation approaches used for our real estate assets:

 Investment
property:

 M&S
deemed it appropriate to determine the estimated fair value of the Williamsburg Moxy Hotel as December 31, 2024 of $177.5 million using
a DCF Analysis taking into consideration the expected NOI of the property upon stabilization less the remaining estimated costs to complete.

 The
following summarizes the key assumptions that were used in the DCF Analysis to estimate the value of our Williamsburg Moxy Hotel as of
December 31, 2024:

 Moxy Hotel

 Weighted-average:

 Exit capitalization rate

 7.00
 %

 Discount rate

 9.00
 %

 Annual market rent growth rate

 5.64
 %

 Annual NOI growth rate

 5.67
 %

 Holding period (in years)

 Accordingly, the estimated fair value of our 75% ownership interest
in the Williamsburg Moxy Hotel was $133.1 million as of December 31, 2024. The estimated fair value of our 75% ownership interest in the
Williamsburg Moxy Hotel of $133.1 million compared to our relative carrying value of $91.8 million, both as of December 31, 2024,
equates to an increase in value of 45.1%.

 While
we believe that the assumptions utilized in the DCF Analysis are reasonable, a change in these assumptions would affect the calculation
of the value of the Williamsburg Moxy Hotel. The table below presents the estimated increase or decrease to our estimated NAV per Share
resulting from a 25-basis point increase and decrease in the discount rate and capitalization rate used in the DCF Analysis. The table
is presented to provide a hypothetical illustration of possible results if only one change in assumptions was made with all other factors
remaining constant. Further, each of these assumptions could change by more or less than 25-basis points or not at all.

 Change in NAV per Share

 Increase of

25 basis

points

 Decrease of

25 basis

points

 Capitalization rate

 $
 (0.27
)

 $
 0.29

 Discount rate

 $
 (0.26
)

 $
 0.27

 Investment
in unconsolidated affiliated real estate entity:

 M&S
deemed it appropriate to determine the estimated fair value of the 40 East End Ave. Joint Venture's ownership in the 40 East End
Project (the three remaining unsold condominium units) as December 31, 2024 of $25.6 million based on a DCF Analysis of the estimated
net sales proceeds taking into consideration the expected timing of the sales for the remaining unsold units, as well as the remaining
estimated carrying costs. M&S used a discount rate of 8.0% in the DCF Analysis.

 While
we believe that the assumptions utilized in the DCF Analysis are reasonable, a change in these assumptions would affect the calculation
of the value of the 40 East End Avenue Project. However, the estimated increase or decrease to our estimated NAV per Share resulting
from both a 25-basis point increase and decrease in the discount rate used in the DCF Analysis would be negligible. This information
is presented to provide a hypothetical illustration of possible results assuming just a change was made to the discount rate with all
other factors remaining constant. Further, the discount rate could change by more or less than 25-basis points or not at all.

 As
of December 31, 2024, the estimated fair value of our approximate 33.3% ownership interest in the 40 East End Ave. Joint Venture
of approximately $8.9 million was calculated based on the appraised value of the 40 East End Project of $25.6 million plus all of the
40 East End Ave. Joint Venture's non-real estate assets, net of $1.2 million. The estimated fair value of our approximate 33.3%
ownership interest in the 40 East End Ave. Joint Venture of $8.9 million represented an increase of 6.0% relative to our carrying value
of $8.4 million as of December 31, 2024.

 Cash
and cash equivalents: As of December 31, 2024, the estimated value of our cash and cash equivalents equals its carrying
value.

 Restricted
cash and other assets: As of December 31, 2024, the estimated values of our restricted cash and other assets approximate
their carrying values due to their short maturities.

 Mortgage
payable, net: As of December 31, 2024, we have a mortgage payable that bears interest at a variable rate. The estimated value
of our variable-rate mortgage loan was deemed to approximate its carrying value because its interest rate moves in conjunction with changes
to market interest rates.

 Due
to related parties: The carrying values of our due to related parties were considered to equal their fair value due to their
short maturities.

 Accounts
payable, accrued expenses and other liabilities: As of December 31, 2024, the carrying values of our accounts payable, accrued
expenses and other liabilities were considered to equal their fair value due to their short maturities.

 Subordinated
advances – related party: Our Subordinated advances –related party, consisting of $12.6 million of principal
advances made by our Sponsor under the Subordinated Loan Agreement and the related accrued interest, are classified as a liability on
our consolidated balance sheets. However, for purposes of our NAV, we do not estimate their fair value in accordance with GAAP. Rather,
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 our
Subordinated advances – related party are only payable to our Sponsor in a liquidation event, we believe they should be valued
for our NAV in accordance with these provisions.

 In
conjunction with estimating our NAV per Share, no allocations of value are made to our Subordinated advances – related party unless
the estimated NAV per Share exceeds $10.00 per share plus a cumulative, pre-tax non-compounded annual return of 8.0% as of the valuation
date. In the calculation of our estimated NAV per Share as of December 31, 2024, no allocation of value was made to our Subordinated
advances – related party because the estimated NAV per Share did not exceed an aggregate $10.00 price per share plus a cumulative,
pre-tax non-compounded annual return of 8.0% as of that date.

 Historical
Estimated NAV and resulting NAV per Share

 Additional
information on our historical reported estimated NAV and resulting NAV per Share as of December 31, 2023 may be found in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2023 filed on March 26, 2024.

 Limitations
and Risks

 As
with any valuation methodology, the methodology used to determine our estimated NAV and resulting estimated NAV per Share is based upon
a number of estimates and assumptions that may prove later not to be accurate or complete. Further, different market participants with
different property-specific and general real estate and capital market assumptions, estimates, judgments and standards could derive different
estimated NAVs per share, which could be significantly different from the estimated NAV per Share approved by our Board of directors.
The estimated NAV per Share approved by our Board of Directors does not represent the fair value of our assets less liabilities in accordance
with GAAP, and such estimated 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
Internal Revenue Service and the Department of Labor do not provide any guidance on the methodology an issuer must use to determine its
estimated NAV per Share.

 FINRA
guidance provides that NAV valuations be derived from a methodology that conforms to 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 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 price that shares of our
common stock 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 our Sponsor in connection with a liquidation
event. Accordingly, our estimated NAV per Share reflects any allocation of value to the Sponsor's subordinated advances representing
the amount that would be payable to the sponsor 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 less any allocations of value to the Sponsor's
subordinated advances 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 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 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.

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

 If
 the liquidation occurs through a merger of the Company with another REIT, the amount realized
 for the Common Shares may not equal the estimated NAV per Share because of many factors including
 the aggregate consideration received, the make-up of the consideration (e.g., cash, stock
 or both), the performance of any stock received as part of the consideration during the merger
 process and thereafter, the reception of the merger in the market and whether 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 0.5% of the number of Common Shares outstanding
as of the end of the preceding year for either death redemptions or hardship redemptions.

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.

 For
the year ended December 31, 2024, we repurchased 84,614 Common Shares at a weighted average price per share of $9.61. For the year ended
December 31, 2023, we repurchased 91,999 Common Shares at a weighted average price per share of $9.49.

 Distributions
on Common Shares

 On
March 25, 2020, the Board of Directors determined to suspend regular monthly distributions for months ending after March 2020.

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

 Recent
Sales of Unregistered Securities

the period covered by this Form 10-K, 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, revenue per available room ("RevPAR"),
average daily rate ("ADR") and per share data are presented in whole numbers and where indicated in millions.

 Overview

REIT IV, is a Maryland corporation, formed on September 9, 2014, which elected to qualify as a REIT for U.S. federal
income tax purposes beginning with the taxable year ending December 31, 2016.

 We
have and currently expect to continue to seek opportunities to invest in real estate and real estate-related investments. Our real estate
investments may include operating properties and development projects and our real estate-related investment may include mezzanine loans,
mortgage loans, bridge loans and preferred equity interests, with a focus on development-related investments, including investments intended
to finance development or redevelopment opportunities. We may also invest in debt and derivative securities related to real estate assets.
A portion of our investments may be secured by or related to properties or entities advised by, or wholly or partially, directly or indirectly
owned by (i) The Lightstone Group, LLC, which served as our Sponsor during our Offering, which terminated on March 31, 2017, (ii)
its affiliates and/or (iii) other real estate investment programs it sponsors. Although we expect that most of our investments will be
of these various types, we may also make other investments. In fact, we may invest in whatever types of investments that we believe are
in our best interests.

 We
have one operating segment. As of December 31, 2024, we majority owned and consolidated the operating results of the Williamsburg Moxy
Hotel Joint Venture, a joint venture in which we have a 75% membership interest, and held an unconsolidated approximate 33.3% membership
interest in the 40 East End Ave. Joint Venture. We account for our unconsolidated membership interest in the 40 East End Ave. Joint Venture
in accordance with the equity method of accounting.

 The
Williamsburg Moxy Hotel Joint Venture owns the Williamsburg Moxy Hotel, a 216-room Marriott branded hotel located in the Williamsburg
neighborhood of Brooklyn in New York City, which it developed, constructed and opened on March 7, 2023. Lightstone REIT III, a REIT
also sponsored by the Sponsor and a related party, owns the other 25% membership interest in the Williamsburg Moxy Hotel Joint Venture,
which is accounted for as noncontrolling interests in our consolidated financial statements.

 The
40 East End Ave. Joint Venture, through affiliates, developed and constructed a luxury residential 29-unit condominium project located
at the corner of 81st Street and East End Avenue in the Upper East Side neighborhood of Manhattan in New York City. Through December
31, 2024, 26 of the 29 condominium units have been sold and the 40 East End Ave. Joint Venture owns the remaining three unsold units
which are referred to as the 40 East End Avenue Project. Various affiliated entities majority-owned and/or controlled by David Lichtenstein,
who majority owns and controls the Sponsor, own the other approximate 66.7% membership in the 40 East End Ave. Joint Venture.

Real Estate Income LLC, a Delaware limited liability company is our Advisor. Both the Sponsor and the Advisor are majority owned by David
Lichtenstein. On September 12, 2014, the Advisor contributed $200,000 to Lightstone REIT IV in exchange for 20,000 Common Shares
at $10.00 per share. Mr. Lichtenstein also owns 222,222 Common Shares which were issued on June 15, 2015 for $2.0 million,
or $9.00 per share. Subject to the oversight of our Board of Directors and pursuant to the terms of an advisory agreement, the Advisor
has the primary responsibility for making investment decisions on our behalf and managing our day-to-day operations. Mr. Lichtenstein
also acts as our Chairman and Chief Executive Officer. As a result, he exerts influence over but does not control Lightstone REIT IV.

 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 services. 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 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
March 18, 2016, we and the Sponsor entered into the Subordinated Loan Agreement pursuant to which the Sponsor made aggregate principal
advances of $12.6 million to us through March 31, 2017 (the termination date of the Offering). The outstanding principal advances
bear interest at a rate of 1.48%, but no interest or principal is due and payable to the Sponsor until holders of our Common Shares have
received liquidation distributions equal to their respective net investments (defined as $10.00 per Common Share) plus a cumulative,
pre-tax, non-compounded annual return of 8.0% on their respective net investments.

 In
the event of our liquidation, the distribution of any available net proceeds initially will be made to holders of our Common Shares until
they have received liquidation distributions equal to their respective net investments plus a cumulative, pre-tax, non-compounded annual
return of 8.0% on their respective net investment. Thereafter, only if additional liquidating distributions are available, we will be
obligated to repay the outstanding principal advances and related accrued interest to the Sponsor. In the event that any additional liquidation
distributions are still available, 85% of the aggregate will be payable to the holders of our Common Shares and the remaining 15% to
the Sponsor.

 The
outstanding principal advances and the related accrued interest are subordinate to all of our obligations as well as to the holders of
our Common Shares in an amount equal to the shareholder's net investment plus a cumulative, pre-tax, non-compounded annual return
of 8.0% and only potentially payable to the Sponsor in connection with our liquidation.

 Due
to the termination of the Offering on March 31, 2017, the Sponsor is no longer obligated to make any additional principal advances
to us. However, interest will continue to accrue on the outstanding principal advances and the repayment, if any, of the principal advances
and related accrued interest will be made according to the terms of the Subordinated Loan Agreement discussed above.

 As
of December 31, 2024, the aggregate outstanding principal advances and related accrued interest were $14.2 million, which are classified
as Subordinated advances – related party on our consolidated balance sheet.

 Acquisitions
and Investment Strategies and Policies

 Our
strategy is to originate, acquire and manage a diverse portfolio of real estate and/or real estate-related investments located primarily
in the U.S. Both of our current real estate investments are between us and related parties and are located in New York City. We generally
have sought to create a portfolio of investments that either generate or are expected to generate attractive cash flow for distributions.
However, we have and still may target capital appreciation from our real estate investments.

 We
have not established any limits on the percentage of our portfolio that may be comprised of various categories of assets which present
differing levels of risk. The allocation of our assets under management is dependent, in part, upon the then-current commercial real
estate market, the investment opportunities it presents and available financing, if any, as well as other micro and macro market conditions.

 We
have and currently expect to continue to seek opportunities to invest in real estate and real estate-related investments. Our real estate
investments may include operating properties and development projects and our real estate-related investments may include mezzanine loans,
mortgage loans, bridge loans and preferred equity interests, with a focus on development-related investments, including those intended
to finance development or redevelopment opportunities. We may also invest in debt and derivative securities related to real estate assets.
A portion of our investments may be secured by or related to properties or entities advised by, or wholly or partially, directly or indirectly,
owned by our Sponsor, its affiliates or other real estate investment programs sponsored by it. Although we expect that most of our investments
will be of these various types, we may make other investments. In fact, we may invest in whatever types of investments that we believe
are in our best interests.

 We
have and currently expect to continue to enter into joint ventures, tenant-in-common investment or other ownership arrangements for the
acquisition, development or improvement of properties with third parties or certain affiliates of our Sponsor, including its other sponsored
REITs.

 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.

 Use
of Estimates in the Preparation of Financial Statements

 The
consolidated financial statements have been prepared in accordance with 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 investments in other real estate entities. Application of these assumptions requires the exercise of judgment as to
future uncertainties and, as a result, actual results could differ from these estimates.

 Critical
Accounting Estimates and Policies

 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 management's most difficult, subjective
or complex judgments.

 Investments
in Real Estate

 Accounting
for Development Projects

 We
incur 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. We cease capitalization
when the development project is substantially complete and 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
the development project is placed in service, which may occur in phases or for an entire building or project, the costs capitalized to
construction in progress are transferred to land and improvements, buildings and improvements, and furniture and fixtures on the Company's
consolidated balance sheets at the historical cost of the property.

 Carrying
Value of Assets

 The
amounts to be capitalized as a result of periodic improvements and additions to real estate property, when applicable, and the periods
over which the assets are depreciated or amortized, are determined based on the application of accounting standards that may require
estimates as to fair value and the allocation of various costs to the individual assets. Differences in the amount attributed to the
assets may be significant based upon the assumptions made in calculating these estimates.

 Impairment
Evaluation

 Management
evaluates the recoverability of its investments in real estate assets at the lowest identifiable level, the individual property level.
Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not
be recoverable. An impairment loss is recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its
fair value.

 We
evaluate the long-lived assets for potential impairment whenever events or changes in circumstances indicate that their carrying amount
may not be recoverable and records an impairment charge when the undiscounted projected cash flows are less than the carrying amount
for a particular property. The estimated cash flows used for the impairment analysis 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.

and Amortization

expense is computed based on the straight-line method over the estimated useful life of the applicable real estate asset. We generally
use estimated useful lives of up to 39 years for buildings, 15 years for land improvements and building improvements and 5 to 10 years
for furniture and fixtures. Expenditures for ordinary maintenance and repairs are charged to expense as incurred.

 Investments
in Unconsolidated Entities

 We
evaluate our investments in other entities for consolidation. We consider our 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, our investment is recorded initially at cost, and subsequently adjusted
for earnings and 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 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 as a single line item in the consolidated statements of operations as income or loss from
investments in unconsolidated entities.

 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
 recoverable. An investment in an unconsolidated 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 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 will record an impairment charge.

Interests

interests represents the noncontrolling member's share of the equity in certain of our consolidated real estate investments. Income
and losses are allocated to noncontrolling interest holders based generally on their ownership percentage.

 Treatment
of Management Compensation and Expense Reimbursements

 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 may manage 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.

 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.

 Tax
Status and Income Taxes

 We
elected to qualify and be taxed as a REIT commencing with the taxable year ended December 31, 2016. 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 the regular corporate rate, and we may be precluded from qualifying for treatment
as a REIT for the four-year period following our failure to qualify as a REIT. Such an event could materially adversely affect our net
income and net cash available for distribution to our stockholders, if any. Additionally, even if we continue to qualify as a REIT for
U.S. federal income tax purposes, we may still be subject to some U.S. federal, state and local taxes on our taxable income and property
and to U.S. federal income taxes and excise taxes on our undistributed taxable income, if any.

 To
maintain our qualification as a REIT, we 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 and franchise taxes from these activities.

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

 Results
of Operations

 Opening
of Williamsburg Moxy Hotel

 On
March 7, 2023, the Williamsburg Moxy Hotel Joint Venture, which we majority own and consolidate in our financial statements, substantially
completed the construction and development of the Williamsburg Moxy Hotel located in the Williamsburg neighborhood of the borough of
Brooklyn in New York City and it opened for business. However, certain of its food and beverage venues subsequently opened during the
second quarter of 2023.

 Accordingly, our consolidated hotel revenues, hotel operating expenses, real estate taxes, pre-opening
costs and depreciation and amortization are all attributable to the operations of the Williamsburg Moxy Hotel. Because the Williamsburg
Moxy Hotel was under development and construction prior to its opening date, it had no operating results before March 7, 2023, other
than certain pre-opening costs.

 Consolidated

the year ended December 31, 2024 compared to the period from March 7, 2023 through December 31, 2023, the Williamsburg Moxy Hotel experienced
increases to the percentage of its rooms occupied to 90% from 84% and RevPAR to $255.25 from $239.00 and a slight decrease in ADR to
$285.30 from $286.13.

 Hotel
revenues

 Our
hotel revenues are comprised of room revenue and food, beverage and other revenue. Total hotel revenues were $29.7 million and $23.3
million for the years ended December 31, 2024 and 2023. Room revenue increased by $4.7 million to $20.2 million for the year ended December
31, 2024 compared to $15.5 million for the same period in 2023 and food, beverage and other revenue increased by $1.7 million to $9.5
million for the year ended December 31, 2024 compared to $7.8 million for the same period in 2023. These increases were primarily attributable
to the timing of (i) the opening of the Williamsburg Moxy Hotel, which opened on March 7, 2023, and (ii) the opening of certain
of its food and beverage venues, which opened during the second quarter of 2023. However, the increase in room revenue also reflects
the higher occupancy and RevPAR, which were offset by the slightly lower ADR during the 2024 period.

 Hotel
operating expenses

 Total
hotel operating expenses were $21.4 million and $18.8 million for the years ended December 31, 2024 and 2023, respectively. Room expenses
increased by $2.8 million to $12.7 million for the year ended December 31, 2024 compared to $9.9 million for the same period in 2023
and food and beverage costs decreased by $0.2 million to $8.7 million for the year ended December 31, 2024 compared to $8.9 million for
the 2023 period. The increase in room expenses is primarily attributable to the aforementioned timing of the opening of the Williamsburg
Moxy Hotel as well as higher occupancy during the 2024 period. The decrease in food, beverage and other costs was attributable to better
expense control measures during the 2024 period.

 Real
estate taxes

 Real
estate taxes were $0.1 million for both the years ended December 31, 2024 and 2023 for the Williamsburg Moxy Hotel.

 General
and administrative expenses

 General
and administrative expenses increased by $0.2 million to $1.9 million during the year ended December 31, 2024 compared to $1.7 million
for the same period in 2023. The increase is primarily due to an increase in the asset management fees related to the Williamsburg Moxy
Hotel, which opened on March 7, 2023.

and amortization

and amortization expense increased by $0.8 million to $3.7 million during the year ended December 31, 2024 compared to $2.9 million for
same period in 2023. The increase was primarily attributable to the timing of the opening of the Williamsburg Moxy Hotel, which opened
on March 7, 2023, and the opening of certain of its food and beverage venues, which opened during the second quarter of 2023.

 Casualty
loss, net

 On
December 11, 2024, the Williamsburg Moxy Hotel suffered damage from a fire to one of its food and beverage venues located in an outdoor
garden area. In connection with the fire, the Williamsburg Moxy Hotel Joint Venture recognized a net casualty loss of $0.5 million during
the year ended December 31, 2024. See "Williamsburg Moxy Hotel – Casualty Loss, Net" for additional information.

 Pre-opening
costs

 Pre-opening
costs generally consist of non-recurring personnel, marketing and other costs. In preparation for the opening of the Williamsburg Moxy
Hotel, which opened on March 7, 2023, and certain of its food and beverage venues, which opened during the second quarter of 2023,
we incurred pre-opening costs of $2.3 million during the year ended December 31, 2023.

 Interest
expense

 Interest
expense was $11.8 million and $11.1 million for the years ended December 31, 2024 and 2023, respectively. Interest expense is attributable
to the financings associated with the Williamsburg Moxy Hotel and the outstanding principal advances of $12.6 million (included in Subordinated
advances – related party on the Consolidated Balance Sheets). The increase in interest expense reflects the cessation of the capitalization
of all interest expense associated with the Williamsburg Moxy Hotel when its construction was substantially completed and it opened on
March 7, 2023. During 2023 (from January 1, 2023 through March 7, 2023), $2.0 million of interest attributable to the
Moxy Construction Loan was capitalized to the carrying value of the Williamsburg Moxy Hotel while it was under construction.

 Loss
from investment in unconsolidated affiliated real estate entity

 Our
loss from investment in unconsolidated affiliated real estate entity is solely attributable to our ownership interest in the 40 East
End Ave. Joint Venture. The losses from our investment in the 40 East End Ave. Joint Venture were $0.4 million and $0.7 million for the
years ended December 31, 2024 and 2023, respectively. We account for our investment in the 40 East End Ave. Joint Venture in accordance
with the equity method of accounting.

interests

 The
net earnings allocated to noncontrolling interests relates to Lightstone REIT III's 25% membership interest in the Williamsburg
Moxy Hotel Joint Venture.

 Financial
Condition, Liquidity and Capital Resources

 Overview:

 As
of December 31, 2024, we had cash and cash equivalents of $8.1 million and restricted cash of $4.3 million. We believe that our available
cash on hand along with the future cash flows generated from the Williamsburg Moxy Hotel, plus any distributions we receive from the
40 East End Ave. Joint Venture resulting from the sale of the three remaining unsold condominium units, will be sufficient to satisfy
our expected cash requirements for at least twelve months from the date of filing this report. Our expected cash requirements primarily
consist of anticipated operating expenses, scheduled debt service, any necessary capital contributions to the 40 East End Ave. Joint
Venture for carrying costs associated with the three remaining unsold condominium units and distributions to our shareholders, if any,
required to maintain our qualification as a REIT for the foreseeable future. Additionally, we also may seek additional capital contributions
from Lightstone REIT III into the Williamsburg Moxy Hotel Joint Venture, if necessary.

 We intend 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. Market conditions will dictate our overall leverage limit; as such
our aggregate long-term permanent borrowings may be less than 75% of aggregate fair market value of all properties. We may also incur
short-term indebtedness, having a maturity of two years or less.

 Our
charter provides that the aggregate amount of our 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 our 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. Market conditions will dictate our overall leverage limit; as such our aggregate borrowings
may be less than 300% of net assets.

 Our
future 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 non-recourse debt. 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.

 In
general the type of future financing executed by us to a large extent will be dictated by the nature of the investment and current market
conditions. For long-term real estate investments, it is our intent to finance future acquisitions using long-term fixed rate debt. However
there may be certain types of investments and market circumstances which may result in variable rate debt being the more appropriate
choice of financing. To the extent floating rate debt is used to finance the purchase of real estate, management will evaluate a number
of protections against significant increases in interest rates, including the purchase of interest rate cap instruments.

 We
may also obtain lines of credit to be used to acquire real estate and/or real estate related investments. If obtained, these lines of
credit will be at prevailing market terms and will be repaid from the sale or refinancing of real estate and/or real estate related investments,
working capital and/or permanent financing. The Sponsor and/or its affiliates may guarantee our lines of credit although they are not
obligated to do so. We expect that such properties may be purchased by the 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 agreements with the Advisor to pay certain fees, in exchange for services performed by the Advisor and/or its affiliated entities.
As of December 31, 2024 and 2023, we owed the Advisor and its affiliated entities $788,560 and $463,876, respectively, which is
included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets.

 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 our Advisor and
our independent directors. Payments to our Advisor or its affiliates may include asset acquisition fees and the reimbursement of acquisition-related
expenses, development fees and the reimbursement of development-related costs, financing coordination fees, asset management fees or
asset management participation, and construction management fees. We may also reimburse our Advisor and its affiliates for actual expenses
it incurs for administrative and other services provided for us. Upon the liquidation of our assets, we may pay our Advisor or its affiliates
a disposition commission. During the second 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 associated with the services provided by our Advisor for the periods indicated:

 2024

 2023

 Development fees and cost reimbursement (1)

 $
 -

 $
 573,223

 Asset management fees (general and administrative costs)

 763,229

 Total

 $

 $
 1,336,452

 (1)
 Development
fees and the reimbursement of development-related costs that the Williamsburg Moxy Hotel Joint Venture paid to the Advisor and its affiliates
were capitalized and are included in the carrying value of the Williamsburg Moxy Hotel.

 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:

2024

2023

 Net cash used in operating activities

 $
 (7,707,837
)

 $
 (4,757,462
)

 Net cash used in investing activities

 (1,994,477
)

 (10,836,286
)

 Net cash provided by financing activities

 14,426,598

 13,820,973

 Net change in cash, cash equivalents and restricted cash

 4,724,284

 (1,772,775
)

 Cash, cash equivalents and restricted cash, beginning of the year

 9,504,594

 Cash, cash equivalents and restricted cash, end of the year

 $
 12,456,103

 $

 Operating
activities

 The
net cash used in operating activities of $7.7 million during the year ended December 31, 2024 consisted of our net loss of $9.9
million and the settlement of unpaid interest previously accrued as mortgage payable of $4.5 million less depreciation and amortization
of $3.7 million, amortization of deferred financing costs of $1.0 million, other non-cash charges aggregating $0.7 million and the net
changes in operating assets and liabilities of $1.3 million.

 Investing
activities

 The
net cash used in investing activities during the year ended December 31, 2024 of $2.0 million consisted of residual development and construction
costs associated with the Williamsburg Moxy Hotel of $3.0 million and capital contributions of $0.2 million made to the 40 East End Ave.
Joint Venture, offset by aggregate distribution of $1.2 million received from the 40 East End Joint Venture.

 Financing
activities

 The
net cash provided by financing activities during the year ended December 31, 2024 of $14.4 million consisted of proceeds from the mortgage
financing for the Williamsburg Moxy Hotel of $95.1 million and capital contributions made by Lightstone REIT III to the Williamsburg
Moxy Hotel Joint Venture of $0.1 million, offset by the repayment of the construction financing for the Williamsburg Moxy Hotel of $77.0
million, payment of loan fees and expenses of $3.0 million and redemptions and cancellation of Common Shares of $0.8 million.

Moxy Hotel

 On
July 17, 2019, we, through our then wholly owned subsidiary, Bedford Avenue Holdings LLC, acquired land parcels located at 353-361
Bedford Avenue in the Williamsburg neighborhood of the borough of Brooklyn in New York City for the development and construction of the
Williamsburg Moxy Hotel. On March 7, 2023, the development and construction of the Williamsburg Moxy Hotel was substantially completed
and it opened for business. Subsequently, certain of its food and beverage venues opened during the second quarter of 2023.

Moxy Hotel Joint Venture

 On
August 5, 2021, we formed the Williamsburg Moxy Hotel Joint Venture with Lightstone REIT III, pursuant to which Lightstone REIT
III acquired 25% of our membership interest in Bedford Avenue Holdings LLC for aggregate consideration of $7.9 million. Subsequent to
its acquisition, Lightstone REIT III has made capital contributions to the Williamsburg Moxy Hotel Joint Venture aggregating $6.4
million through December 31, 2024, including $0.1 million made during the year ended December 31, 2024.

 As
a result, we and Lightstone REIT III have 75% and 25% membership interests, respectively, in the Williamsburg Moxy Hotel Joint Venture.
Additionally, we are the managing member of the Williamsburg Moxy Hotel Joint Venture and Lightstone REIT III has consent rights with
respect to all major decisions.

 We
have determined that the Williamsburg Moxy Hotel Joint Venture is a VIE and we are the primary beneficiary. As we are the member most
closely associated with the Williamsburg Moxy Hotel Joint Venture and therefore have the power to direct the activities of the Williamsburg
Moxy Hotel Joint Venture that most significantly impact its performance, we have consolidated the operating results and financial condition
of the Williamsburg Moxy Hotel Joint Venture and accounted for the ownership interest of Lightstone REIT III as noncontrolling interests
commencing on August 5, 2021. Earnings, contributions and distributions are allocated in accordance with each investor's ownership
percentage.

 On
August 5, 2021, the Williamsburg Moxy Hotel Joint Venture entered into a development agreement (the "Development Agreement")
with an affiliate of the Advisor (the "Williamsburg Moxy Developer") pursuant to which the Williamsburg Moxy Developer was
paid a development fee equal to 3% of hard and soft costs, as defined in the Development Agreement, incurred in connection with the development
and construction of the Williamsburg Moxy Hotel. Additionally on August 5, 2021, the Williamsburg Moxy Hotel Joint Venture obtained
construction financing for the Williamsburg Moxy Hotel as discussed below. Furthermore, the Advisor and its affiliates were reimbursed
for certain development-related costs attributable to the Williamsburg Moxy Hotel.

 The
Williamsburg Moxy Hotel was substantially completed and opened for business on March 7, 2023. In connection with the opening of
the hotel, including its food and beverage venues, the Williamsburg Moxy Hotel Joint Venture incurred pre-opening costs of $2.3 million
during the year ended December 31, 2023. Pre-opening costs generally consist of non-recurring personnel, marketing and other
costs.

 Casualty
Loss, Net

 On
December 11, 2024, the Williamsburg Moxy Hotel suffered damage from a fire to one of its food and beverage venues located in an outdoor
garden area. As a result of the fire, the Williamsburg Moxy Hotel Joint Venture recognized a gross casualty loss of $1.0 million, consisting
of (i) the write-off of the carrying value of the damaged assets of $0.8 million plus associated remediation costs of $0.2 million. However,
the Williamsburg Moxy Hotel Joint Venture maintains property, general liability and business interruption insurance coverage under which
it has filed an insurance claim related to the damaged assets. While this insurance claim has not been finalized, the Williamsburg Moxy
Hotel Joint Venture did receive an initial advance of $0.5 million of insurance proceeds related to the claim for the damaged assets
during the first quarter of 2025, and therefore, reduced the gross casualty loss of $1.0 million by that amount resulting in the recognition
of a casualty loss, net of $0.5 million during the year ended December 31, 2024.

 As
noted above, the Williamsburg Moxy Hotel Joint Venture is still in the process of settling this insurance claim and it currently expects
to receive additional insurance recoveries associated with the damaged assets. Furthermore, the Williamsburg Moxy Hotel Joint Venture
currently intends to file another insurance claim related to the interruption of the operations for this food and beverage venue. However,
there can be no assurance that the Williamsburg Moxy Hotel Joint Venture will receive any additional recoveries from either of these
insurance claims.

 Moxy
Construction Loan

 On
August 5, 2021, the Williamsburg Moxy Hotel Joint Venture entered into a recourse construction loan facility with a financial institution
for up to $77.0 million (the "Moxy Construction Loan") to fund certain of the development, construction and certain pre-opening
costs associated with the Williamsburg Moxy Hotel. The Moxy Construction Loan, which was scheduled to initially mature on February 5,
2024, was further extended to May 4, 2024. The Moxy Construction Loan was collateralized by the Williamsburg Moxy Hotel. The Moxy
Construction Loan provided for a replacement benchmark rate in connection with the phase-out of LIBOR and effective after September 30,
2023, the Moxy Construction Loan's interest rate converted from LIBOR plus 9.00%, with a floor of 9.50%, to SOFR plus 9.11%, with
a floor of 9.61%. The Moxy Construction Loan required monthly interest-only payments based on a rate of 7.50% and the excess was added
to the outstanding loan balance due at maturity. SOFR as of December 31, 2023 was 5.35%.

2023 (specifically for the period from January 1, 2023 through March 7, 2023) $2.0 million of interest attributable to the
Moxy Construction Loan was capitalized to the carrying value of the Williamsburg Moxy Hotel while it was under construction.

 As
of December 31, 2023, the outstanding principal balance of the Moxy Construction Loan was $83.8 million (including $6.9 million
of excess interest added to principal) which was presented, net of deferred financing fees of $0.1 million on the consolidated balance
sheets and was classified as mortgages payable, net.

 In
connection with the Moxy Construction Loan, the Williamsburg Moxy Hotel Joint Venture paid $3.7 million of loan fees and expenses and
accrued $0.8 million of loan exit fees, which were included in other liabilities on the balance sheets as of December 31, 2023.

 Moxy
Mortgage Loans

 On
April 19, 2024, the Williamsburg Moxy Joint Venture entered into an $86.0 million senior mortgage loan facility (the "Moxy
Senior Loan") and a $9.0 million junior mortgage loan facility (the "Moxy Junior Loan" and together with the Moxy Senior
Loan, the "Moxy Mortgage Loans") with unrelated third parties.

 The
Moxy Mortgage Loans bear interest at SOFR plus 5.10%, subject to an 8.75% floor. SOFR as of December 31, 2024 was 4.53%. The Moxy
Mortgage Loans initially mature on April 19, 2027, but may be further extended through the exercise of two six-month extension options,
subject to the satisfaction of certain conditions. The Moxy Mortgage Loans require monthly interest-only payments with their outstanding
principal due in full at maturity and are collateralized by the Williamsburg Moxy Hotel, however, the Moxy Junior Loan is subordinate
to the Moxy Senior Loan. The Williamsburg Moxy Hotel Joint Venture used $85.8 million of the aggregate proceeds from the Moxy Mortgage
Loans in connection with the payoff of the Moxy Construction Loan consisting of the outstanding indebtedness (principal and interest)
of $86.0 million and the aforementioned loan exit fees of $0.8 million, net of restricted escrows of $1.0 million.

 As
of December 31, 2024, the outstanding principal balance of the Moxy Mortgage Loans was $95.0 million which is presented net of deferred
financing fees of $2.6 million on the consolidated balance sheet and is classified as mortgages payable, net.

 In
connection with the Moxy Mortgage Loans, the Williamsburg Moxy Hotel Joint Venture has provided certain interest and carry costs guarantees.
Furthermore, in connection with the Moxy Mortgage Loans, $3.2 million of the initial proceeds advanced at closing were used to fund reserves
for interest, real estate taxes and insurance. Additionally, in connection with the Moxy Mortgage Loans, the Williamsburg Moxy Hotel
Joint Venture paid an aggregate of $2.8 million of loan fees and expenses and accrued $0.5 million of loan exit fees which are included
in other liabilities on the consolidated balance sheet as of December 31, 2024.

East End Ave. Joint Venture

 On
March 31, 2017, we acquired an approximate 33.3% membership interest in the 40 East End Ave. Joint Venture from SAYT Master Holdco LLC,
an entity majority-owned and controlled by David Lichtenstein, who also majority owns and controls the Sponsor, a related party, for
aggregate consideration of $10.3 million. The remaining approximate 66.7% of the membership interest in the 40 East End Ave. Joint Venture
is owned by SAYT Master Holdco, LLC and other affiliated entities of the Sponsor.

 Our
ownership interest in the 40 East End Ave. Joint Venture is a non-managing interest. Because we exert significant influence over but
do not control the 40 East End Ave. Joint Venture, we account for our ownership interest in the 40 East End Ave. Joint Venture in accordance
with the equity method of accounting. All contributions to and distributions of earnings from the 40 East End Ave. 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 40 East End Ave. Joint Venture are made to the members pursuant to the terms of its operating agreement. We commenced recording our
allocated portion of earnings, cash contributions and cash distributions from the 40 East End Ave. Joint Venture beginning as of March 31,
2017.

 The
40 East End Ave. Joint Venture, through affiliates, developed and constructed a luxury residential 29-unit condominium project located
at the corner of 81st Street and East End Avenue in the Upper East Side neighborhood of Manhattan in New York City. Through December
31, 2024, 26 of the 29 units have been sold and the 40 East End Ave. Joint Venture owns the remaining three unsold units, which are referred
to as the 40 East End Avenue Project.

the year ended December 31, 2024, we received distributions from the 40 East End Ave. Joint Venture of $1.2 million and made contributions
of $0.2 million to the 40 East End Ave. Joint Venture. During the year ended December 31, 2023, we received distributions from the 40
East End Ave. Joint Venture of $3.0 million and made contributions of $0.4 million to the 40 East End Ave. Joint Venture.

 Distributions
on Common Shares

 On
March 25, 2020, the Board of Directors determined to suspend regular monthly distributions for months ending after March 2020.

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

 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 0.5% of the number of Common Shares outstanding
as of the end of the preceding year for either death redemptions or hardship redemptions. 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.

 For
the year ended December 31, 2024, we repurchased 84,614 Common Shares at a weighted average price per share of $9.61. For the year ended
December 31, 2023, we repurchased 91,999 Common Shares at a weighted average price per share of $9.49.

 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

 Lightstone Value Plus REIT IV, Inc.
and Subsidiaries

 (a Maryland corporation)

 Page

 Report
of Independent Registered Public Accounting Firm

 Consolidated 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 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 IV, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Lightstone Value Plus REIT IV, Inc. and Subsidiaries (the "Company")
as of December 31, 2024 and 2023, and the related consolidated statements of operations, 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
matters below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 F- 2

 Investment
Property and Investment in Unconsolidated Affiliated Real Estate Entity – Impairment Evaluation

 As
of December 31, 2024, the Company had net investment property of $122.4 million and an investment in unconsolidated affiliated real
estate entity of $8.4 million. As disclosed in Note 2 to the financial statements, the Company evaluates the recoverability of
investment property at the lowest identifiable level, the individual property level, and the recoverability of the investment in
unconsolidated real estate entity for impairment whenever events or changes in circumstances indicate that the carrying amount of
the investment property or the investment in unconsolidated real estate entity may not be recoverable. 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 property or investment may not be recoverable. The Company considers
relevant facts and circumstances which may include the significant underperformance of an investment property relative to historical
or projected future operating results as well as significant negative industry or economic trends. When such events or changes in
circumstances are present, the Company assesses potential impairment by comparing estimated undiscounted projected operating cash
flows expected to be generated over the holding period of the investment property and from its eventual disposition to the carrying
amount. The estimates include significant assumptions 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. An investment
property is impaired only if management's estimate of the fair value of the investment property is less than the carrying
value and not recoverable. The ultimate realization of the Company's investment in unconsolidated affiliated real estate
entity is dependent on a number of factors including the performance of that entity, including the underlying investment property,
and market conditions. If the Company determines that a decline in the value of the investment in unconsolidated affiliated real
estate entity is other than temporary, it will record an impairment charge.

 We
identified the impairment evaluation as a critical audit matter due to significant judgment made by management in identifying indicators
of impairment of the investment property and the estimated recoverability of the investment in unconsolidated affiliated real estate
entity. 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 related to the impairment evaluation including identifying
events and circumstances that exist that would indicate the carrying amounts of the investment property and investment in unconsolidated
affiliated real estate entity may not be recoverable.

 Addressing
the matter involved performing procedures and evaluating audit evidence, in connection with forming our overall opinion on the
financial statements. We obtained an understanding and evaluated the design of controls over the Company's impairment
evaluation. Our procedures included, among others, assessing the methodologies applied and identifying the existence of any
triggering events. For the investment property we compared budget to actual net operating income, compared actual net operating
income to projected future net operating income, and compared actual, budgeted and projected occupancy percentages, and considered
if management's determination was reasonable considering the past and current performance of the investment property and if
consistent with evidence obtained in other areas of the audit. For the investment in unconsolidated affiliated real estate entity,
we considered the number of condo sales made during the current and prior years, while taking into account the current market and
the individual unit sales margins. We also evaluated the forecast of unit sales prepared by management to consider if the
determination was reasonable considering the past and current performance of the underlying investment property and if consistent
with evidence obtained in other areas of the audit. We tested the completeness and accuracy of the underlying data used by
management in its evaluations. We held discussions with management about the current status of both the investment property and the
investment in unconsolidated affiliated real estate entity to understand how management's significant estimates and
assumptions are developed considering potential future market conditions. In addition, we evaluated the mathematical accuracy of the
calculations included in the Company's evaluation.

 /s/
 EisnerAmper LLP

 We
have served as the Company's auditor since 2014.

 EISNERAMPER
LLP

 Iselin,
New Jersey

 March

 F- 3

VALUE PLUS REIT IV INC. AND SUBSIDIARIES

 CONSOLIDATED
BALANCE SHEETS

2024

2023

 Assets

 Investment property:

 Land and improvements

 $
 35,845,388

 $
 35,845,388

 Building and improvements

 82,709,651

 82,935,141

 Furniture and fixtures

 10,413,113

 10,457,932

 Construction in progress

 -

 270,007

 Gross investment property

 128,968,152

 129,508,468

 Less accumulated depreciation

 ( 6,597,959
)

 ( 2,905,386
)

 Net investment property

 122,370,193

 126,603,082

 Investment in unconsolidated affiliated real estate entity

 8,358,291

 9,736,742

 Cash and cash equivalents

 8,119,721

 6,726,475

 Restricted cash

 4,336,382

 1,005,344

 Accounts receivable and other assets

 1,812,731

 1,399,872

 Total Assets

 $
 144,997,318

 $
 145,471,515

 Liabilities and Stockholders' Equity

 Mortgages payable, net

 $
 92,415,690

 $
 83,666,224

 Accounts payable, accrued expenses and other liabilities

 7,560,769

 6,333,078

 Subordinated advances - related party

 14,199,507

 14,012,553

 Total Liabilities

 114,175,966

 104,011,855

 Commitments and Contingencies

 Stockholders' Equity:

 Company's Stockholders' Equity:

 Preferred stock, $ 0.01 par value; 50.0 million shares authorized, none issued and outstanding

 -

 -

 Common stock, $ 0.01 par value; 200.0 million shares authorized, 8.2 million and 8.3 million shares issued and outstanding, respectively

 82,218

 83,064

 Additional paid-in-capital

 68,795,537

 69,607,889

 Accumulated deficit

 ( 46,942,339
)

 ( 38,921,944
)

 Total Company's Stockholders' Equity

 21,935,416

 30,769,009

 Noncontrolling interests

 8,885,936

 10,690,651

 Total Stockholders' Equity

 30,821,352

 41,459,660

 Total Liabilities and Stockholders' Equity

 $
 144,997,318

 $
 145,471,515

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

 F- 4

VALUE PLUS REIT IV INC. AND SUBSIDIARIES

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 2024

 2023

 Hotel revenues:

 $
 29,696,950

 $
 23,322,329

 Expenses:

 Hotel operating expenses

 21,437,940

 18,819,882

 Real estate taxes

 136,086

 74,162

 General and administrative costs

 1,923,973

 1,656,075

 Depreciation and amortization

 3,692,573

 2,905,386

 Casualty loss, net

 452,651

 -

 Pre-opening costs

 -

 2,339,418

 Total expenses

 27,643,223

 25,794,923

 Interest income

 226,998

 214,225

 Interest expense, net

 ( 11,842,078
)

 ( 11,053,923
)

 Loss from investment in unconsolidated affiliated real estate entity

 ( 386,795
)

 ( 670,619
)

 Other income/(expense), net

 ( 17,952
)

 ( 9,947,735
)

 ( 14,000,863
)

 Less: net loss attributable to noncontrolling interests

 1,927,340

 2,960,701

 Net loss attributable to Company's common shares

 $
 ( 8,020,395
)

 $
 ( 11,040,162
)

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

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

 $
 ( 0.97
)

 $
 ( 1.33
)

 Weighted average number of common shares outstanding, basic and diluted

 8,258,143

 8,327,650

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

 F- 5

VALUE PLUS REIT IV INC. AND SUBSIDIARIES

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY

 Common

 Additional

 Paid-In

 Accumulated

 Total

 Shares

 Capital

 Deficit

 Interests

 Equity

 BALANCE, December 31, 2022

 8,398,355

 $
 83,984

 $
 70,480,206

 $
 ( 27,881,782
)

 $
 12,007,123

 $
 54,689,531

 -

 -

 -

 ( 11,040,162
)

 ( 2,960,701
)

 ( 14,000,863
)

 Contributions of noncontrolling interests

 -

 -

 -

 -

 1,644,229

 1,644,229

 Redemption and cancellation of common shares

 ( 91,999
)

 ( 920
)

 ( 872,317
)

 -

 -

 ( 873,237
)

 BALANCE, December 31, 2023

 8,306,356

 $
 83,064

 $
 69,607,889

 $
 ( 38,921,944
)

 $
 10,690,651

 $
 41,459,660

 -

 -

 -

 ( 8,020,395
)

 ( 1,927,340
)

 ( 9,947,735
)

 Contributions of noncontrolling interests

 -

 -

 -

 -

 122,625

 122,625

 Redemption and cancellation of common shares

 ( 84,614
)

 ( 846
)

 ( 812,352
)

 -

 -

 ( 813,198
)

 BALANCE, December 31, 2024

 8,221,742

 $
 82,218

 $
 68,795,537

 $
 ( 46,942,339
)

 $
 8,885,936

 $
 30,821,352

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

 F- 6

VALUE PLUS REIT IV INC. AND SUBSIDIARIES

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 $
 ( 9,947,735
)

 $
 ( 14,000,863
)

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

 Loss from investment in unconsolidated affiliated real estate entity

 386,795

 670,619

 Depreciation and amortization

 3,692,573

 2,905,386

 Amortization of deferred financing costs

 1,017,238

 1,457,870

 Casualty loss, net

 300,106

 -

 Settlement of unpaid interest previously accrued as mortgage payable

 ( 4,453,609
)

 -

 Changes in assets and liabilities:

 Decrease/(increase) in accounts receivable other assets

 87,141

 ( 245,406
)

 Increase in accounts payable, accrued expenses and other liabilities

 1,022,700

 4,267,978

 Increase in accrued interest on subordinated advances - related party

 186,954

 186,954

 Net cash used in operating activities

 ( 7,707,837
)

 ( 4,757,462
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of investment property

 ( 2,986,133
)

 ( 13,427,924
)

 Distributions from unconsolidated affiliated real estate entities

 1,233,321

 2,966,637

 Investment in unconsolidated affiliated real estate entity

 ( 241,665
)

 ( 374,999
)

 Net cash used in investing activities

 ( 1,994,477
)

 ( 10,836,286
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from mortgage financing

 95,095,056

 13,049,981

 Payments on mortgage payable

 ( 77,000,000
)

 -

 Payment of loan fees and expenses

 ( 2,977,885
)

 -

 Contributions of noncontrolling interests

 122,625

 1,644,229

 Redemption and cancellation of common stock

 ( 813,198
)

 ( 873,237
)

 Net cash provided by financing activities

 14,426,598

 13,820,973

 Change in cash, cash equivalents and restricted cash

 4,724,284

 ( 1,772,775
)

 Cash, cash equivalents and restricted cash, beginning of year

 9,504,594

 Cash, cash equivalents and restricted cash, end of year

 $
 12,456,103

 $

 Supplemental disclosure of cash flow information:

 Cash paid for taxes

 $
 25,944

 $
 23,477

 Cash paid for interest

 $
 16,490,311

 $
 6,380,635

 Accrued loan exit fee

 $
 475,000

 $
 -

 Accrued insurance recovery of casualty loss

 $
 500,000

 $
 -

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

 $
 -

 $
 270,007

 Unpaid interest accrued and added as mortgage payable and investment property

 $
 -

 $
 5,200,887

 Amortization of deferred financing costs included in investment property

 $
 -

 $
 326,103

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

 Cash and cash equivalents

 $
 8,119,721

 $
 6,726,475

 Restricted cash

 4,336,382

 1,005,344

 Total cash, cash equivalents and restricted cash

 $
 12,456,103

 $

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

 F- 7

 1.
Organization and Structure

Value Plus REIT IV, Inc. ("Lightstone REIT IV"), is a Maryland corporation, formed on September 9, 2014, which elected
to qualify as a real estate investment trust ("REIT") for United States ("U.S.") federal income tax purposes
beginning with the taxable year ended December 31, 2016.

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

 The
Company has and currently expects to continue to seek opportunities to invest in real estate and real estate-related investments. The
Company's real estate investments may include operating properties and development projects and its real estate-related investment
may include mezzanine loans, mortgage loans, bridge loans and preferred equity interests, with a focus on development-related investments,
including investments intended to finance development or redevelopment opportunities. The Company may also invest in debt and derivative
securities related to real estate assets. A portion of the Company's investments may be secured by or related to properties or
entities advised by, or wholly or partially, directly or indirectly owned by (i) The Lightstone Group, LLC (the "Sponsor"),
which served as our sponsor during our initial public offering (the "Offering"), which terminated on March 31, 2017,
(ii) its affiliates and/or (iii) other real estate investment programs it sponsors. Although the Company expects that most of its investments
will be of these various types, it may also make other investments. In fact, it may invest in whatever types of investments that it believes
are in its best interests.

 The
Company has one operating segment. As of December 31, 2024, the Company majority owned and consolidated the operating results of
Bedford Avenue Holdings LLC (the "Williamsburg Moxy Hotel Joint Venture"), a joint venture in which it has a 75 % membership
interest, and held an unconsolidated approximate 33.3 % membership interest in 40 East End Ave. Pref Member LLC (the "40
East End Ave. Joint Venture"). The Company accounts for its unconsolidated membership interest in the 40 East End Ave. Joint Venture
in accordance with the equity method of accounting.

 The
Williamsburg Moxy Hotel Joint Venture owns a 216-room Marriott branded hotel (the "Williamsburg Moxy Hotel") located in the
Williamsburg neighborhood of Brooklyn in New York City, which it developed, constructed and opened on March 7, 2023. Lightstone
Value Plus REIT III, Inc. ("Lightstone REIT III"), a REIT also sponsored by the Sponsor and a related party, owns the other 25 %
membership interest in the Williamsburg Moxy Hotel Joint Venture, which is accounted for as noncontrolling interests in the Company's
consolidated financial statements.

 The
40 East End Ave. Joint Venture, through affiliates, developed and constructed a luxury residential 29-unit condominium project located
at the corner of 81st Street and East End Avenue in the Upper East Side neighborhood of Manhattan in New York City. Through December
31, 2024, 26 of the 29 units in the condominium project have been sold and the 40 East End Ave. Joint Venture owns the remaining three
unsold units which are referred to as the 40 East End Project. Various affiliated entities majority-owned and/or controlled by David
Lichtenstein, who majority owns and controls the Sponsor, own the other approximate 66.7 % membership in the 40 East End Ave.
Joint Venture.

 The
Company's advisor is Lightstone Real Estate Income LLC, a Delaware Limited Liability Company (the "Advisor"). Both
the Advisor and the Sponsor are majority owned by David Lichtenstein. On September 12, 2014, the Advisor contributed $ 200,000 for
 20,000 shares of common stock ("Common Shares"), at $ 10.00 per share of Lightstone REIT IV. Mr. Lichtenstein also owns
 22,222 Common Shares which were issued on June 15, 2015 for $ 2.0 million, or $ 9.00 per share. Subject to the oversight
of the Company's board of directors (the "Board of Directors") and pursuant to the terms of an advisory agreement,
the Advisor has the primary responsibility for making investment decisions on behalf of the Company and managing its day-to-day operations.
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 IV.

 F- 8

 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 its independent directors believe listing them would be in the best
interest of its stockholders. However, the Company does not intend to list its 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
Sponsor, Advisor and their affiliates 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, development, 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. See Note 6 for additional information.

Interests in Consolidated Subsidiaries

interests in consolidated subsidiaries represents Lightstone REIT III's 25 % share of the equity in the Williamsburg Moxy Hotel
Joint Venture. Income and losses attributable to the Williamsburg Moxy Hotel Joint Venture are allocated to the noncontrolling interest
holder based on its ownership percentage. See Note 3 for additional information.

 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

 Use
of Estimates in the Preparation of Financial Statements

 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 investments in other real estate entities. Application
of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from
these estimates.

 Principles
of Consolidation and Basis of Presentation

 The
consolidated financial statements include the accounts of Lightstone REIT IV and its subsidiaries (over which it exercises financial
and operating control). All inter-company balances and transactions have been eliminated in consolidation. In addition, interests in
entities acquired are evaluated based on applicable GAAP, and if deemed to be variable interest entities ("VIE") in which
we are the primary beneficiary are also consolidated. If the interest in the entity is determined not to be a VIE, then the entity is
evaluated for consolidation based on legal form, economic substance, and the extent to which we have control, substantive participating
rights or both under the respective ownership agreement. Investments in other real estate 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 are accounted for using the equity method.

 F- 9

 There
are judgments and estimates involved in determining if an entity in which the Company has made an investment is a VIE and, if so, whether
the Company is the primary beneficiary. The entity is evaluated to determine if it is a VIE by, among other things, calculating the percentage
of equity being risked compared to the total equity of the entity. Determining expected future losses involves assumptions of various
possibilities of the results of future operations of the entity, assigning a probability to each possibility and using a discount rate
to determine the net present value of those future losses. A change in the judgments, assumptions, and estimates outlined above could
result in consolidating an entity that should not be consolidated or accounting for an investment using the equity method that should
in fact be consolidated, the effects of which could be material to our financial statements.

 Cash
and 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/or other reserves for certain of our consolidated properties. Capital reserves are typically utilized for non-operating expenses
such as major capital expenditures. Alternatively, a lender may require its own formula for an escrow of capital reserves.

 Revenue
Recognition

 The Williamsburg Moxy
Hotel opened for business on March 7, 2023. Because the Williamsburg Moxy Hotel was under development and construction prior to its opening
date, it had no operating results during the period before March 7, 2023, except for certain pre-opening expenses.

 Hotel
revenues consist of amounts derived from operation of the Williamsburg 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 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 secured at the end of the contract upon check-out by the customer
from the hotel. The Company participates in frequent guest programs 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.

 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.

 Revenues
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 revenues (or contract liabilities) and recognized once the performance
obligations are satisfied. The contract liabilities are not significant.

 The
Company notes no significant judgments regarding the recognition of room, food and beverage or other revenues.

 F- 10

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

 Hotel Revenues:

 2024

 2023

 Room revenue

 $
 20,178,726

 $
 15,487,246

 Food, beverage and other revenue

 9,518,224

 7,835,083

 Total hotel revenues

 $
 29,696,950

 $
 23,322,329

 Accounts
Receivable

 The
Company analyzes accounts receivable aging, historical bad debt levels, customer credit worthiness, current economic trends and management's
expectations about future economic conditions when evaluating the adequacy of the credit loss reserves. The Company's reported
net income or loss is directly affected by management's estimate of the collectability of accounts receivable.

 Investments
in Real Estate

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

 Carrying
Value of Assets

 The
amounts to be capitalized as a result of periodic improvements and additions to real estate property, when applicable, and the periods
over which the assets are depreciated or amortized, are determined based on the application of accounting standards that may require
estimates as to fair value and the allocation of various costs to the individual assets. Differences in the amount attributed to the
assets may be significant based upon the assumptions made in calculating these estimates.

 F- 11

 Impairment
Evaluation

 Management
evaluates the recoverability of its investments in real estate assets at the lowest identifiable level, the individual property level.
Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not
be recoverable. An impairment loss is recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its
fair value.

 The
Company evaluates the long-lived assets for potential impairment whenever events or changes in circumstances indicate that their carrying
amount may not be recoverable and records an impairment charge when the undiscounted projected cash flows are less than the carrying
amount for a particular property. The estimated cash flows used for the impairment analysis 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.

and Amortization

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

 Investments
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 earnings and 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 ownership interest held by each investor. Differences, if any, between the carrying amount of the Company's 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 a single line item in the consolidated statements
of operations as income or loss from investments in unconsolidated entities.

 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 recoverable. An investment in an unconsolidated 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.

 F- 12

 Deferred
Financing Costs

 Deferred
financing costs are recorded at cost and consist of loan fees and other direct costs incurred in issuing debt. Amortization of deferred
financing costs is computed using a method that approximates the effective interest method over the term of the related debt and is included
in interest expense in the consolidated statements of operations or capitalized to construction in progress. Unamortized deferred financing
costs are included as a direct deduction from the related debt in the consolidated balance sheets.

 Tax
Status and Income Taxes

 The
Company elected to qualify and be taxed as a REIT for U.S. federal income tax purposes commencing with the taxable year ended December
31, 2016. As a REIT, the Company 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 the regular corporate rate, 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 the Company's net income and net cash available for
distribution to stockholders, if any. Additionally, even if the Company continues to qualify as a REIT, it 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 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 it 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, it is subject to U.S. federal and state income and franchise taxes from these activities.

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

 Financial
Instruments

 The
carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted cash, accounts receivable and
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 our mortgage payable approximated its carrying value because of the floating interest rate.

Interests

interests represents the noncontrolling member's share of the equity in certain of the Company's consolidated real estate
investments. Income and losses are allocated to noncontrolling interest holders based generally on their ownership percentage.

 Net
Earnings per Common Share

 Net
earnings per Common Share on a basic and fully diluted basis is earnings divided by the weighted average number of Common Shares outstanding.
The Company does not have any potentially dilutive securities.

 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 subsidiaries, it owns and operates commercial properties and makes
other real estate-related investments, principally in the U.S.

 F- 13

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

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

 Reclassifications

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

 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 CODM and included within segment profit and loss, as well as the title and position of the CODM. The
Company adopted this standard effective January 1, 2024, noting that it did not have a material impact on its consolidated financial
statements.

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

 On
July 17, 2019, the Company, through its then wholly owned subsidiary, Bedford Avenue Holdings LLC, acquired land parcels located
at 353-361 Bedford Avenue in the Williamsburg neighborhood of the borough of Brooklyn in New York City for the development and construction
of the Williamsburg Moxy Hotel. On March 7, 2023, the development and construction of the Williamsburg Moxy Hotel was substantially
completed and it opened for business. Subsequently, certain of its food and beverage venues opened during the second quarter of 2023.

Moxy Hotel Joint Venture

 On
August 5, 2021, the Company formed the Williamsburg Moxy Hotel Joint Venture with Lightstone REIT III, pursuant to which Lightstone
REIT III acquired 25 % of the Company's membership interest in Bedford Avenue Holdings LLC for aggregate consideration of $ 7.9 million.
Subsequent to its acquisition, Lightstone REIT III has made capital contributions to the Williamsburg Moxy Hotel Joint Venture aggregating
$ 6.4 million through December 31, 2024, including $ 0.1 million made during the year ended December 31, 2024.

 F- 14

 As
a result, the Company and Lightstone REIT III have 75 % and 25 % membership interests, respectively, in the Williamsburg Moxy
Hotel Joint Venture. Additionally, the Company is the managing member of the Williamsburg Moxy Hotel Joint Venture and Lightstone REIT
III has consent rights with respect to all major decisions.

 The
Company has determined that the Williamsburg Moxy Hotel Joint Venture is a VIE and the Company is the primary beneficiary. As the Company
is the member most closely associated with the Williamsburg Moxy Hotel Joint Venture and therefore has the power to direct the activities
of the Williamsburg Moxy Hotel Joint Venture that most significantly impact its performance, the Company has consolidated the operating
results and financial condition of the Williamsburg Moxy Hotel Joint Venture and accounted for the ownership interest of Lightstone REIT
III as noncontrolling interests commencing on August 5, 2021. Earnings, contributions and distributions are allocated in accordance
with each investor's ownership percentage.

 On
August 5, 2021, the Williamsburg Moxy Hotel Joint Venture entered into a development agreement (the "Development Agreement")
with an affiliate of the Advisor (the "Williamsburg Moxy Developer") pursuant to which the Williamsburg Moxy Developer was
paid a development fee equal to 3 % of hard and soft costs, as defined in the Development Agreement, incurred in connection with the development
and construction of the Williamsburg Moxy Hotel. Additionally on August 5, 2021, the Williamsburg Moxy Hotel Joint Venture obtained
construction financing for the Williamsburg Moxy Hotel as discussed below. Furthermore, the Advisor and its affiliates are reimbursed
for certain development-related costs attributable to the Williamsburg Moxy Hotel. See Note 6 for additional information.

 The
Williamsburg Moxy Hotel was substantially completed and opened for business on March 7, 2023. In connection with the opening of
the hotel, including its food and beverage venues, the Williamsburg Moxy Hotel Joint Venture incurred pre-opening costs of $ 2.3 million
during the year ended December 31, 2023. Pre-opening costs generally consist of non-recurring personnel, marketing and other
costs.

 Casualty
Loss, Net

 On
December 11, 2024, the Williamsburg Moxy Hotel suffered damage from a fire to one of its food and beverage venues located in an outdoor
garden area. As a result of the fire, the Williamsburg Moxy Hotel Joint Venture recognized a gross casualty loss of $ 1.0 million, consisting
of (i) the write-off of the carrying value of the damaged assets of $ 0.8 million plus associated remediation costs of $ 0.2 million. However,
the Williamsburg Moxy Hotel Joint Venture maintains property, general liability and business interruption insurance coverage under which
it has filed an insurance claim related to the damaged assets. While this insurance claim has not been finalized, the Williamsburg Moxy
Hotel Joint Venture did receive an initial advance of $ 0.5 million of insurance proceeds related to the claim for the damaged assets
during the first quarter of 2025, and therefore, reduced the gross casualty loss of $ 1.0 million by that amount resulting in the recognition
of a casualty loss, net of $ 0.5 million during the year ended December 31, 2024.

 As
noted above, the Williamsburg Moxy Hotel Joint Venture is still in the process of settling this insurance claim and it currently expects
to receive additional insurance recoveries associated with the damaged assets. Furthermore, the Williamsburg Moxy Hotel Joint Venture
currently intends to file another insurance claim related to the interruption of the operations for this food and beverage venue. However,
there can be no assurance that the Williamsburg Moxy Hotel Joint Venture will receive any additional recoveries from either of these
insurance claims.

 Moxy
Construction Loan

 On
August 5, 2021, the Williamsburg Moxy Hotel Joint Venture entered into a recourse construction loan facility with a financial institution
for up to $ 77.0 million (the "Moxy Construction Loan") to fund certain of the development, construction and certain pre-opening
costs associated with the Williamsburg Moxy Hotel. The Moxy Construction Loan, which was scheduled to initially mature on February 5,
2024, was further extended to May 4, 2024. The Moxy Construction Loan was collateralized by the Williamsburg Moxy Hotel. The Moxy
Construction Loan provided for a replacement benchmark rate in connection with the phase-out of LIBOR and effective after June 30,
2023, the Moxy Construction Loan's interest rate converted from LIBOR plus 9.00%, with a floor of 9.50%, to SOFR plus 9.11%, with
a floor of 9.61%. The Moxy Construction Loan required monthly interest-only payments based on a rate of 7.50% and the excess added
to the outstanding loan balance due at maturity. SOFR as of December 31, 2024 and 2023 was 4.53% and 5.35%, respectively.

 F- 15

 As
of December 31, 2023, the outstanding principal balance of the Moxy Construction Loan was $ 83.8 million (including $ 6.9 million
of excess interest added to principal) which was presented, net of deferred financing fees of $ 148,665, on the consolidated balance
sheets and was classified as mortgages payable, net.

2023 (specifically for the period from January 1, 2023 through March 7, 2023) $ 2.0 million of interest attributable to
the Moxy Construction Loan was capitalized to the carrying value of the Williamsburg Moxy Hotel while it was under construction.

 In
connection with the Moxy Construction Loan, the Williamsburg Moxy Hotel Joint Venture paid $ 3.7 million of loan fees and expenses
and accrued $ 0.8 million of loan exit fees which were included in other liabilities on the balance sheet as of December 31,
2023.

 Moxy
Mortgage Loans

 On
April 19, 2024, the Williamsburg Moxy Joint Venture entered into an $ 86.0 million senior mortgage loan facility (the "Moxy
Senior Loan") and a $ 9.0 million junior mortgage loan facility (the "Moxy Junior Loan" and together with the Moxy
Senior Loan, the "Moxy Mortgage Loans") with unrelated third parties.

 The
Moxy Mortgage Loans bear interest at SOFR plus 5.10%, subject to an 8.75% floor (9.63% as of December 31, 2024). The Moxy Mortgage Loans
initially mature on April 19, 2027, but may be further extended through the exercise of two six-month extension options, subject
to the satisfaction of certain conditions. The Moxy Mortgage Loans require monthly interest-only payments with their outstanding principal
due in full at maturity and are collateralized by the Williamsburg Moxy Hotel, however, the Moxy Junior Loan is subordinate to the Moxy
Senior Loan. The Williamsburg Moxy Hotel Joint Venture used $ 85.8 million of the aggregate proceeds from the Moxy Mortgage
Loans in connection with the payoff of the Moxy Construction Loan consisting of the outstanding indebtedness (principal and interest)
of $ 86.0 million and the aforementioned accrued loan exit fees of $ 0.8 million, net of restricted escrows of $ 1.0 million.

 As of December 31, 2024,
the outstanding principal balance of the Moxy Mortgage Loans was $ 95.0 million which is presented net of deferred financing fees
of $ 2.6 million on the consolidated balance sheet and is classified as mortgages payable, net.

 In
connection with the Moxy Mortgage Loans, the Williamsburg Moxy Hotel Joint Venture has provided certain interest and carry costs guarantees.
Furthermore, in connection with the Moxy Mortgage Loans, $ 3.2 million of the initial proceeds advanced at closing were used to fund reserves
for interest, real estate taxes and insurance. Additionally, in connection with the Moxy Mortgage Loans, the Williamsburg Moxy Hotel
Joint Venture paid an aggregate of $ 2.8 million of loan fees and expenses and accrued $ 0.5 million of loan exit fees which are included
in accounts payable, accrued expenses, and other liabilities on the consolidated balance sheet as of December 31, 2024.

 4.
Investment in Unconsolidated Affiliated Real Estate Entity

East End Ave. Joint Venture

 On
March 31, 2017, the Company acquired an approximate 33.3 % membership interest in the 40 East Ended Ave. Joint Venture
from SAYT Master Holdco LLC, an entity majority-owned and controlled by David Lichtenstein, who also majority owns and controls the Sponsor,
a related party, for aggregate consideration of $ 10.3 million. The remaining approximate 66.7 % membership interest in the 40 East
End Ave. Joint Venture is owned by SAYT Master Holdco, LLC and other affiliated entities of the Sponsor.

 The
Company's ownership interest in the 40 East End Ave. Joint Venture is a non-managing interest. Because the Company exerts significant
influence over but does not control the 40 East End Ave. Joint Venture, it accounts for its ownership interest in the 40 East End Ave.
Joint Venture in accordance with the equity method of accounting. All contributions to and distributions of earnings from the 40 East
End Ave. 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 40 East End Ave. Joint Venture are made to the members pursuant to the terms of its operating agreement.
The Company commenced recording its allocated portion of earnings, cash contributions and cash distributions from the 40 East End Ave.
Joint Venture beginning as of March 31, 2017.

 F- 16

 The
40 East End Ave. Joint Venture, through affiliates, developed and constructed a luxury residential 29-unit condominium project located
at the corner of 81st Street and East End Avenue in the Upper East Side neighborhood of Manhattan in New York City. Through December
31, 2024, 26 of the 29 units have been sold and the 40 East End Ave. Joint Venture owns the remaining three unsold units, which are referred
to as the 40 East End Project.

the year ended December 31, 2024, the Company received distributions from the 40 East End Ave. Joint Venture of $ 1.2 million and
made contributions of $ 0.2 million to the 40 East End Ave. Joint Venture. During the year ended December 31, 2023, the Company received
distributions from the 40 East End Ave. Joint Venture of $ 3.0 million and made contributions of $ 0.4 million to the 40 East
End Ave. Joint Venture.

 The
40 East End Ave. Joint Venture Financial Information

 The
following table represents the condensed statements of operations for the 40 East End Ave. Joint Venture:

 (amounts in thousands)

 For the

2024

 For the

 2023

 Revenues

 $
 4,327

 $
 17,516

 Cost of goods sold

 4,070

 18,036

 Other expenses

 1,454

 1,280

 Operating loss

 ( 1,197
)

 ( 1,800
)

 Interest expense and other income,
 net

 ( 214
)

 $
 ( 1,161
)

 $
 ( 2,014
)

 Company's share of net loss (33.3%)

 $
 ( 387
)

 $
 ( 671
)

 The
following table represents the condensed balance sheets for the 40 East End Ave. Joint Venture:

 As of

 As of

 (amounts in thousands)

2024

2023

 Real estate inventory

 $
 23,803

 $
 27,873

 Cash and restricted cash

 Other assets

 1,114

 1,137

 Total assets

 $
 25,089

 $
 29,348

 Other liabilities

 $

 $

 Members' capital

 25,040

 29,177

 Total liabilities and members' capital

 $
 25,089

 $
 29,348

 5.
Stockholders' Equity

 Preferred
Stock

 The
Company's charter authorizes the Company's Board of Directors to designate and issue one or more classes or series of preferred
stock without approval of the holders of Common Shares. On February 11, 2015, the Company amended and restated its charter to authorize
the issuance of 50,000,000 shares of preferred stock. Prior to the issuance of shares of each class or series, the Board of Directors
will be required by Maryland law and by the charter to set, subject to the charter restrictions on ownership and transfer of stock, the
terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications
and terms and conditions of redemption of each class or series of preferred stock so issued, which may be more beneficial than the rights,
preferences and privileges attributable to Common Shares. The issuance of preferred stock could have the effect of delaying, deferring
or preventing a change in control of the Company. As of December 31, 2024, the Company had not issued any shares of preferred stock.

 F- 17

 Common
Shares

 On
February 11, 2015, the Company amended and restated its charter to authorize the issuance of 200,000,000 Common Shares. Under the charter,
the Company will not be able to 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.

 Subject
to the restrictions on ownership and transfer of stock contained in the Company's charter and except as may otherwise be specified
in the charter, the holders of Common Shares are entitled to one vote per Common Share on all matters submitted to a stockholder vote,
including the election of the Company's directors. There is no cumulative voting in the election of directors. Therefore, the holders
of a majority of outstanding Common Shares are able to elect the Company's entire Board of Directors. Except as the Company's
charter may provide with respect to any series of preferred stock that the Company may issue in the future, the holders of Common Shares
possess exclusive voting power.

 Holders
of the Company's Common Shares are entitled to receive distributions as authorized from time to time by the Company's Board
of Directors and declared out of legally available funds, subject to any preferential rights of any preferred stock that the Company
issues in the future. In any liquidation, each outstanding Common Share will entitle its holder to share (based on the percentage of
Common Shares held) in the assets that remain after the Company pays its liabilities and any preferential distributions owed to preferred
stockholders. Holders of Common Shares do not have preemptive rights, which means that there is no automatic option to purchase any new
Common Shares that the Company issues, nor do holders of Common Shares have any preference, conversion, exchange, sinking fund or redemption
rights. Holders of Common Shares do not have appraisal rights unless the Board of Directors determines that appraisal rights apply, with
respect to all or any classes or series of stock, to a particular transaction or all transactions occurring after the date of such determination
in connection with which holders of such Common Shares would otherwise be entitled to exercise appraisal rights. Common Shares are nonassessable
by the Company upon its receipt of the consideration for which the Board of Directors authorized their issuance.

 Distributions
on Common Shares

 On
March 25, 2020, the Board of Directors determined to suspend regular monthly distributions for months ending after March 2020.

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

 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.

 F- 18

the Board of Directors has established that on an annual basis the Company will not redeem in excess of 0.5 % of the number of Common
Shares outstanding as of the end of the preceding year for either death redemptions or hardship redemptions. 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.

 For
the year ended December 31, 2024, the Company repurchased 84,614 Common Shares at a weighted average price per share of $ 9.61. For the
year ended December 31, 2023, the Company repurchased 91,999 Common Shares at a weighted average price per share of $ 9.49.

 6.
Related Party Transactions and Other Arrangements

 The
Sponsor, Advisor and their affiliates 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, development, 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.

 Operational
Stage

 Fees

 Acquisition Fee

 The Company pays to the Advisor or its affiliates 1 % of the amount funded by it to originate or acquire an investment (including the Company's pro rata share (direct or indirect) of debt incurred in respect of such investment, but excluding acquisition fees and acquisition expenses). Notwithstanding the foregoing, the Company will not pay any acquisition fee to the Advisor or any of its affiliates with respect to any transaction between the Company and the Sponsor, any of its affiliates or any program sponsored by it.

 Acquisition
Expenses

 The Company reimburses the Advisor or its affiliates for expenses actually incurred related to selecting, originating or
acquiring investments on the Company's behalf, regardless of whether or not the Company acquires the related investments. In addition,
the Company pays third parties, or reimburses the Advisor or its affiliates, for any investment-related expenses due to third parties,
including, but not limited to, legal fees and expenses, travel and communications expenses, accounting fees and expenses and other closing
costs and miscellaneous expenses, regardless of whether or not the Company acquires the related investments. In no event will the total
of all acquisition fees and acquisition expenses (including those paid to third parties, as described above) with respect to a particular
investment be unreasonable or, except in limited circumstances, exceed 5 % of the amount funded by us to originate or acquire an investment
(including the Company's pro rata share (direct or indirect) of debt attributable to such investment, but exclusive of acquisition
fees and acquisition expenses).

 F- 19

 Operational
Stage

 Fees

 Asset
Management Fee

 The Company pays the Advisor or its assignees a monthly asset management fee equal to one-twelfth (1 12) of 1 %
of the cost of the Company's assets. The cost of the Company's assets means the amount funded by the Company for investments,
including expenses and any financing attributable to such investments, less any principal received on such investments.

 Operating
Expenses

 The Company reimburses the Advisor's or its affiliates' costs of providing administrative services, subject to
the limitation that the Company generally will not reimburse the Advisor or its affiliates for any amount by which the total operating
expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2 % of average invested assets (as defined in the
advisory agreement), and (ii) 25 % of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash
reserves and excluding any gain from the sale of investments for that period. After the end of any fiscal quarter for which the Company's
total operating expenses exceed this 2%/25% limitation for the four fiscal quarters then ended, if the Company's independent directors
exercise their right to conclude that this excess was justified, this fact will be disclosed in writing to the holders of Common Shares
within 60 days. If the Company's independent directors do not determine such excess expenses are justified, the Advisor or its
affiliates are required to reimburse the Company, at the end of the four preceding fiscal quarters, by the amount that the Company's
aggregate annual total operating expenses paid or incurred exceed this 2%/25% limitation.

the Company reimburses the Advisor or its affiliates for personnel costs in connection with other services; however, the Company does
not reimburse the Advisor or its affiliates for (a) services for which the Advisor or its affiliates are entitled to compensation in
the form of a separate fee, or (b) the salaries and benefits of the Company's named executive officers.

 Liquidation/Listing
Stage

 Fees

 Disposition Fee

 For substantial assistance in connection with the sale of investments and based on the services provided, as determined by the Company's independent directors, the Company will pay to the Advisor or any of its affiliates a disposition fee equal to up to 1 % of the contractual sales price of each investment sold. The Company will not pay a disposition fee upon the maturity, prepayment, workout, modification or extension of a debt instrument unless there is a corresponding fee paid by the borrower, in which case the disposition fee will be the lesser of: (a) 1 % of the principal amount of the debt prior to such transaction; and (b) the amount of the fee paid by the borrower in connection with such transaction. If the Company takes ownership of a property as a result of a workout or foreclosure of debt, the Company will pay a disposition fee upon the sale of such property.

 F- 20

 Liquidation/Listing
Stage

 Fees

 Annual Subordinated Performance Fee

 The Company will pay the Advisor an annual subordinated performance fee calculated on the basis of the annual return to holders of Common Shares, payable annually in arrears. Specifically, in any year in which holders of Common Shares receive payment of an 8% annual cumulative, pre-tax, non- compounded return on the aggregate capital contributed by them, the Advisor will be entitled to 15% of the amount in excess of the 8% per annum return; provided, that the annual subordinated performance fee will not exceed 10% of the aggregate return paid to the holders of Common Shares for the applicable year, and provided, further, that the annual subordinated performance fee will not be paid unless and until holders of Common Shares receive a return of the aggregate capital contributed by them. This fee will be payable only from net sales proceeds, which results in, or is deemed to result in, the return on the aggregate capital contributed by holders of Common Shares plus 8% per annum thereon.

 Subordinated Participation in Net Sales Proceeds (payable only if the Company is not listed on an exchange and the advisory agreement is not terminated or non-renewed)

 The Advisor will receive from time to time, when available, including in connection with a merger, consolidation or sale, or other disposition of all or substantially all the Company's assets, 15 % of remaining "net sales proceeds" (as defined in the Company's charter) after return of capital contributions plus payment to holders of Common Shares of an 8 % annual cumulative, pre-tax, non-compounded return on the aggregate capital contributed by them.

 Subordinated Incentive Listing Fee (payable only if the Company is listed on an exchange)

 Upon the listing of the Common Shares on a national securities exchange, including a listing in connection with a merger or other business combination, the Advisor will receive a fee equal to 15 % of the amount by which the sum of the Company's market value (determined after listing) plus distributions attributable to net sales proceeds paid to the holders of Common Shares exceeds the sum of the aggregate capital contributed by them plus an amount equal to an 8 % annual cumulative, pre-tax, non-compounded return.

 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 the Company's independent directors. Payments to the Advisor or its affiliates may include asset acquisition
fees and the reimbursement of acquisition-related expenses, development fees and the reimbursement of development-related costs, financing
coordination fees, asset management fees or asset management participation, and construction management fees. The Company may also reimburse
the Advisor and its affiliates for actual expenses it incurs for administrative and other services provided for it. Upon the liquidation
of the Company's assets, it may pay the Advisor or its affiliates a disposition commission. During the second quarter of 2024,
the Advisor agreed to allow us to temporarily defer the payment of asset management fees.

 F- 21

 The
following table represents the fees incurred associated with the services provided by our Advisor for the periods indicated:

 2024

 2023

 Development fees and cost reimbursement (1)

 $
 -

 $
 573,223

 Asset management fees (general and administrative costs)

 763,229

 Total

 $

 $
 1,336,452

 (1)
 Development
fees and the reimbursement of development-related costs that the Williamsburg Moxy Hotel Joint Venture paid to the Advisor and its affiliates
are capitalized and are included in the carrying value of the Williamsburg Moxy Hotel.

 As
of December 31, 2024 and 2023, the Company owed the Advisor and its affiliated entities $ 788,560 and $ 463,876, respectively, which is
included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets.

 Subordinated
Advances – Related Party

 On
March 18, 2016, the Company entered into a subordinated unsecured loan agreement (the "Subordinated Loan Agreement")
with the Sponsor pursuant to which the Sponsor made aggregate principal advances of $ 12.6 million through March 31, 2017 (the
termination date of the Offering). The outstanding principal advances bear interest at a rate of 1.48 %, but no interest or principal
is due or payable to the Sponsor until holders of the Company's Common Shares have received liquidating distributions equal to
their respective net investments (defined as $ 10.00 per Common Share) plus a cumulative, pre-tax, non-compounded annual return
of 8.0 % on their respective net investments.

 In
the event of a liquidation of the Company, the distribution of any available net proceeds initially will be made to holders of its Common
Shares until they have received liquidation distributions equal to their respective net investments plus a cumulative, pre-tax, non-compounded
annual return of 8.0 % on their respective net investments. Thereafter, only if additional liquidating distributions are available,
the Company will be obligated to repay the outstanding principal advances and related accrued interest to the Sponsor. In the event that
any additional liquidation distributions are still available, 85.0 % of the aggregate will be payable to holders of the Company's
Common Shares and the remaining 15.0 % to the Sponsor.

 The
outstanding principal advances and the related accrued interest are subordinate to all of the Company's obligations as well as
to the holders of its Common Shares in an amount equal to the shareholder's net investment plus a cumulative, pre-tax, non-compounded
annual return of 8.0 % and only potentially payable to the Sponsor in connection with the Company's liquidation.

 Due
to the termination of the Offering on March 31, 2017, the Sponsor is no longer obligated to make any additional principal advances
to the Company. However, interest will continue to accrue on the outstanding principal advances and the repayment, if any, of the principal
advances and related accrued interest will be made according to the terms of the Subordinated Loan Agreement as discussed above.

 As
of December 31, 2024 and 2023, the aggregate outstanding principal advances and related accrued interest were $ 14.2 million and $ 14.0
million, respectively, which are classified as Subordinated advances – related party on the consolidated balance sheets. The Company
accrued $186,954 of interest expense on the outstanding principal advances during both the years ended December 31, 2024 and 2023.

 F- 22

 7.
Commitments and Contingencies

 Hotel
Franchise Agreement

 The
Williamsburg Moxy Hotel operates pursuant to a 30-year franchise agreement (the "Hotel Franchise Agreement") with Marriott.
The Hotel Franchise Agreement provides for the Williamsburg Moxy Hotel Joint Venture 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 Williamsburg Moxy Hotel Joint Venture received $ 3.0 million of key money (the "Key Money") from Marriott during the first
quarter of 2023. The Key Money 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 $ 2.8 million and $ 2.9 million, respectively, which
is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheet. Pursuant to the terms of the
Hotel Franchise Agreement, the Williamsburg Moxy Hotel Joint Venture may be obligated to return the unamortized portion of the Key Money
back to Marriott upon the occurrence of certain events, as specified in the Hotel Franchise Agreement. 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 Williamsburg Moxy Hotel, the Williamsburg Moxy Hotel Joint Venture 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 unrelated third-party management companies pursuant to which they provide oversight and management over the operation of
the Williamsburg 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, the Company may become subject to legal proceedings, claims or disputes.

 As
of the date hereof, we are not a party to any material pending legal proceedings of which the outcome is probable or reasonably possible
to have a material adverse effect on its results of operations or financial condition, which would require accrual or disclosure of the
contingency and possible range of loss.

 F- 23

 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 Exchange Act of 1934, as amended(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 the 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 of Directors, 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.

 Because
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 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 pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's
report in this annual report.

 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, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 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

 Since

 Chief Executive Officer and Chairman of the Board of Directors

 2025

 2015

 Steven Spinola

 2025

 2015

 Michael J. Demarco

 2025

 2021

 David
Lichtenstein is our Chief Executive Officer and Chairman of our Board of Directors. 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 June 2004 to the present, Mr. Lichtenstein
has served as the Chairman of the Board of Directors and Chief Executive Officer of Lightstone Value Plus REIT I, Inc. ("Lightstone
REIT I") and Chief Executive Officer of Lightstone Value Plus REIT LLC, its advisor. From April 2008 to the present, Mr. Lichtenstein
has served as the Chairman of the Board of Directors and Chief Executive Offer of Lightstone Value Plus REIT II, Inc. ("Lightstone
REIT II") and Lightstone Value Plus REIT II LLC, its advisor. From September 2014 to the present, Mr. Lichtenstein has served as
Chairman of the Board of Directors and Chief Executive Officer of Lightstone REIT III, and as Chief Executive Officer of Lightstone Value
Plus REIT III 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 also a member
of the International Council of Shopping Centers and the National Association of Real Estate Investment Trusts, Inc., an 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 experience and networking relationships in the real estate industry, along with his experience in acquiring
and financing real estate properties.

 Stephen
Spinola is one of our independent directors and is a member of our audit committee. Since September 2017, Mr. Spinola has served
as a member of the Board of Directors of Lightstone REIT V. Since 1986, Mr. Spinola has been the President of the Real Estate Board of
New York ("REBNY"), and as of July 1, 2015 serves as President Emeritus. Prior to becoming REBNY's President, Mr. Spinola
served as President of the New York City Public Development Corporation (now known as the New York City Economic Development Corporation).
Mr. Spinola holds a Bachelor of Arts degree from the City College of New York with a concentration in political science and government.
Mr. Spinola has been selected to serve as an independent director due to his extensive experience in the real estate industry.

 Michael J.
DeMarco is one of our independent directors and the Chairman of our Audit Committee. From April 2017 to July 2020, Mr. DeMarco
served as chief executive officer of Mack-Cali Realty Corporation ("Mack-Cali"). From June 2015 to April 2017,
Mr. DeMarco served as president and chief operating officer of Mack-Cali. From 2013 to June 2015, Mr. DeMarco served as
the chief investment officer of CCRE, a non-bank finance company and one of the largest originators of CMBS. Mr. DeMarco previously
served as an executive vice president at Vornado Realty Trust from 2020 to 2013, as a managing director at Fortress Investment Group
from 2007 to 2020, and as a senior managing director at Lehman Brothers from 1993 to 2007. Mr. DeMarco also held senior positions
at Credit Suisse First Boston and Arthur Andersen LLP. Mr. DeMarco also is a member of the board of trustees of Saint Peter's
Preparatory School, as well as a member of the Urban Land Institute and the International Council of Shopping Centers. Since June 2015,
Mr. DeMarco has served as a member of the board of trustees of Pennsylvania Real Estate Investment Trust, a publicly traded REIT
(NYSE: PEI). He received a Bachelor of Business Administration in accounting with a minor in history from Pace University, as well as
a Master of Business Administration in finance from the University of Chicago. He is a certified public accountant. Mr. DeMarco
has been selected to serve as an independent director due to his extensive experience in the real estate industry and finance.

 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

 Chief Executive Officer and Chairman of the Board of Directors

 Mitchell Hochberg

 President and Chief Operating Officer

 Joseph Teichman

 General Counsel and Secretary

 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 also serves as President and Chief Operating Officer of Lightstone
REIT I, Lightstone REIT II and Lightstone REIT III and their respective advisors. Mr. Hochberg also serves as the President and Chief
Operating Officer of our sponsor and our 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. 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 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 U.S. from early 2006 to early 2007 and prior to that Mr. Hochberg
founded Spectrum Communities, a developer of luxury neighborhoods in the northeast of the U.S., in 1985 where for 20 years he served
as its President and Chief Executive Officer. Mr. Hochberg served on the board of directors of Belmond Ltd from 2009 to April 2019. Additionally,
through October 2014, Mr. Hochberg served on the board of directors and as Chairman of the board of directors of Orleans Homebuilders,
Inc. Mr. Hochberg received his law degree as a Harlan Fiske Stone Scholar from Columbia University School of Law and graduated magna
cum laude from New York University College of Business and Public Administration with a Bachelor of Science degree in accounting and
finance.

 Joseph
E. Teichman is our General Counsel and Secretary and also serves as General Counsel of Lightstone REIT I, Lightstone REIT II
and Lightstone REIT III and their respective advisors. Mr. Teichman also serves as Executive Vice President and General Counsel of our
sponsor and as General Counsel of our advisor. From October 2014 to the present, Mr. Teichman has served as Secretary and a Director
of Lightstone Enterprises. Prior to joining The Lightstone Group 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 a J.D. from the University
of Pennsylvania Law School and a B.A. from Beth Medrash Govoha, Lakewood, New Jersey. 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, New Jersey 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 the Chief Financial Officer and Treasurer of Lightstone
REIT I, Lightstone REIT II, Lightstone REIT III 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 and Treasurer of our Advisor and the advisors of Lightstone
REIT I, Lightstone REIT II, Lightstone REIT III and Lightstone REIT V. Prior to joining the Company in August 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 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 SEC. Officers, directors and greater than 10% beneficial owners are required by SEC of our common
stock complied with these filing requirements in 2024.

 Information
Regarding Audit Committee

 Our
Board established an audit committee in September 2014. The charter of audit committee is available at www.lightstonecapitalmarkets.com/sec-filings
or in print to any stockholder who requests it c/o Lightstone Value Plus REIT IV Inc., 1985 Cedar Bridge Avenue, Lakewood, NJ 08701.
Our audit committee consists of Steven Spinola and Michael J. DeMarco each of whom is "independent" within the meaning
of the NYSE listing standards. The Board determined that Mr. DeMarco 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 Messrs. Spinola and DeMarco 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

 Our
officers will not receive any cash compensation from us for their services as our officers. Additionally, our officers are officers of
one or more of our related parties and are compensated by those entities (including our sponsor), in part, for their services rendered
to us. From our inception through December 31, 2024, the Company has not compensated the officers.

 Compensation
of Board of Directors

 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 Address of Beneficial Owner

 Number of

 Shares of

 Common

Stock of

the Lightstone

 Income Trust

 Beneficially

 Owned

 Percent of

All Common

 Shares of

 REIT IV

 David Lichtenstein (1)

 242,222

 2.9
 %

 Steven Spinola

 -

 -

 Michael J. DeMarco

 -

 -

 Mitchell Hochberg

 -

 -

 Seth Molod

 -

 -

 Joseph Teichman

 -

 -

 Our directors and executive officers as a group (6 persons)

 242,222

 2.9
 %

 (1)
 Includes
20,000 shares owned by our Advisor and 222,222 shares owned by an entity 100% owned by David Lichtenstein. Our Advisor is majority owned
and controlled by David Lichtenstein. The beneficial owner's business address is 1985 Cedar Bridge Avenue, Lakewood, New Jersey
08701.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 Both
the Advisor and the Sponsor are majority owned by David Lichtenstein. On September 12, 2014, the Advisor contributed $200,000 for 20,000
shares of Common Shares, at $10.00 per share of Lightstone REIT IV. Mr. Lichtenstein also owns 222,222 Common Shares which were issued
on June 15, 2015 for $2.0 million, or $9.00 per share. Subject to the oversight of our Board of Directors and pursuant to the terms of
an advisory agreement, the Advisor has the primary responsibility for making investment decisions on behalf of us and managing our day-to-day
operations. Mr. Lichtenstein also acts as our Chairman and Chief Executive Officer. As a result, he exerts influence over but does not
control Lightstone REIT IV.

 We
have no employees. We are dependent on the Advisor and certain affiliates of the Sponsor to perform 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 services. If the Advisor and certain affiliates of the 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 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.

 As
of December 31, 2024 and 2023, we owed the Advisor and its affiliated entities $788,560 and $463,876, respectively, which is included
in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets.

 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 our Advisor and our independent directors. Payments to our Advisor or its affiliates may include asset acquisition fees and the reimbursement
of acquisition-related expenses, development fees and the reimbursement of development-related costs, financing coordination fees, asset
management fees or asset management participation, and construction management fees. We may also reimburse our Advisor and its affiliates
for actual expenses it incurs for administrative and other services provided for us. Upon the liquidation of our assets, we may pay our
Advisor or its affiliates a disposition commission. During the second 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 associated with the services provided by our Advisor for the periods indicated:

 2024

 2023

 Development fees and cost reimbursement (1)

 $
 -

 $
 573,223

 Asset management fees (general and administrative costs)

 763,229

 Total

 $

 $
 1,336,452

 (1)
 Development
fees and the reimbursement of development-related costs that we paid to the Advisor and its affiliates were capitalized and are included
in the carrying value of the Williamsburg Moxy Hotel.

 Subordinated
Advances – Related Party

 On
March 18, 2016, we and the Sponsor entered into a subordinated unsecured loan agreement (the "Subordinated Loan Agreement")
pursuant to which the Sponsor made aggregate principal advances of $12.6 million to us through March 31, 2017 (the termination date
of the Offering). The outstanding principal advances bear interest at a rate of 1.48%, but no interest or principal is due and payable
to the Sponsor until holders of our Common Shares have received liquidation distributions equal to their respective net investments (defined
as $10.00 per Common Share) plus a cumulative, pre-tax, non-compounded annual return of 8.0% on their respective net investments.

 In
the event of our liquidation, the distribution of any available net proceeds initially will be made to holders of our Common Shares until
they have received liquidation distributions equal to their respective net investments plus a cumulative, pre-tax, non-compounded annual
return of 8.0% on their respective net investment. Thereafter, only if additional liquidating distributions are available, we will be
obligated to repay the outstanding principal advances and related accrued interest to the Sponsor. In the event that any additional liquidation
distributions are still available, 85% of the aggregate will be payable to the holders of our Common Shares and the remaining 15% to
the Sponsor.

 The
outstanding principal advances and the related accrued interest are subordinate to all of our obligations as well as to the holders of
our Common Shares in an amount equal to the shareholder's net investment plus a cumulative, pre-tax, non-compounded annual return
of 8.0% and only potentially payable to the Sponsor in connection with our liquidation.

 Due
to the termination of the Offering on March 31, 2017, the Sponsor is no longer obligated to make any additional principal advances
to us. However, interest will continue to accrue on the outstanding principal advances and the repayment, if any, of the principal advances
and related accrued interest will be made according to the terms of the Subordinated Loan Agreement discussed above.

 As
of December 31, 2024 and 2023, the aggregate outstanding principal advances and related accrued interest were $14.2 million and
$14.0 million, respectively, which are classified as Subordinated advances - related party on our consolidated balance sheet.

 We
accrued $186,954 of interest expense on the principal advances during both the years ended December 31, 2024 and 2023, respectively.

Moxy Hotel

 On
July 17, 2019, we, through our then wholly owned subsidiary, Bedford Avenue Holdings LLC, acquired land parcels located at 353-361
Bedford Avenue in the Williamsburg neighborhood of the borough of Brooklyn in New York City for the development and construction of the
Williamsburg Moxy Hotel. On March 7, 2023, the development and construction of the Williamsburg Moxy Hotel was substantially completed
and it opened for business. Subsequently, certain of its food and beverage venues opened during the second quarter of 2023.

Moxy Hotel Joint Venture

 On
August 5, 2021, we formed the Williamsburg Moxy Hotel Joint Venture with Lightstone REIT III, pursuant to which Lightstone REIT
III acquired 25% of our membership interest in Bedford Avenue Holdings LLC for aggregate consideration of $7.9 million. Subsequent to
its acquisition, Lightstone REIT III has made capital contributions to the Williamsburg Moxy Hotel Joint Venture aggregating $6.4
million through December 31, 2024, including $0.1 million made during the year ended December 31, 2024.

 As
a result, we and Lightstone REIT III have 75% and 25% membership interests, respectively, in the Williamsburg Moxy Hotel Joint Venture.
Additionally, we are the managing member of the Williamsburg Moxy Hotel Joint Venture and Lightstone REIT III has consent rights with
respect to all major decisions.

 We
have determined that the Williamsburg Moxy Hotel Joint Venture is a VIE and we are the primary beneficiary. As we are the member most
closely associated with the Williamsburg Moxy Hotel Joint Venture and therefore have the power to direct the activities of the Williamsburg
Moxy Hotel Joint Venture that most significantly impact its performance, we have consolidated the operating results and financial condition
of the Williamsburg Moxy Hotel Joint Venture and accounted for the ownership interest of Lightstone REIT III as noncontrolling interests
commencing on August 5, 2021. Earnings, contributions and distributions are allocated in accordance with each investor's ownership
percentage.

 On
August 5, 2021, the Williamsburg Moxy Hotel Joint Venture entered into a development agreement (the "Development Agreement")
with an affiliate of the Advisor (the "Williamsburg Moxy Developer") pursuant to which the Williamsburg Moxy Developer was
paid a development fee equal to 3% of hard and soft costs, as defined in the Development Agreement, incurred in connection with the development
and construction of the Williamsburg Moxy Hotel. Additionally on August 5, 2021, the Williamsburg Moxy Hotel Joint Venture obtained
construction financing for the Williamsburg Moxy Hotel as discussed below. Furthermore, the Advisor and its affiliates were reimbursed
for certain development-related costs attributable to the Williamsburg Moxy Hotel.

 The
Williamsburg Moxy Hotel was substantially completed and opened for business on March 7, 2023. In connection with the opening of
the hotel, including its food and beverage venues, the Williamsburg Moxy Hotel Joint Venture incurred pre-opening costs of $2.3 million
during the year ended December 31, 2023. Pre-opening costs generally consist of non-recurring personnel, marketing and other
costs.

 Casualty
Loss, Net

 On
December 11, 2024, the Williamsburg Moxy Hotel suffered damage from a fire to one of its food and beverage venues located in an outdoor
garden area. As a result of the fire, the Williamsburg Moxy Hotel Joint Venture recognized a gross casualty loss of $1.0 million, consisting
of (i) the write-off of the carrying value of the damaged assets of $0.8 million plus associated remediation costs of $0.2 million. However,
the Williamsburg Moxy Hotel Joint Venture maintains property, general liability and business interruption insurance coverage under which
it has filed an insurance claim related to the damaged assets. While this insurance claim has not been finalized, the Williamsburg Moxy
Hotel Joint Venture did receive an initial advance of $0.5 million of insurance proceeds related to the claim for the damaged assets
during the first quarter of 2025, and therefore, reduced the gross casualty loss of $1.0 million by that amount resulting in the recognition
of a casualty loss, net of $0.5 million during the year ended December 31, 2024.

 As
noted above, the Williamsburg Moxy Hotel Joint Venture is still in the process of settling this insurance claim and it currently expects
to receive additional insurance recoveries associated with the damaged assets. Furthermore, the Williamsburg Moxy Hotel Joint Venture
currently intends to file another insurance claim related to the interruption of the operations for this food and beverage venue. However,
there can be no assurance that the Williamsburg Moxy Hotel Joint Venture will receive any additional recoveries from either of these
insurance claims.

 Moxy
Construction Loan

 On
August 5, 2021, the Williamsburg Moxy Hotel Joint Venture entered into a recourse construction loan facility with a financial institution
for up to $77.0 million (the "Moxy Construction Loan") to fund certain of the development, construction and certain pre-opening
costs associated with the Williamsburg Moxy Hotel. The Moxy Construction Loan, which was scheduled to initially mature on February 5,
2024, was further extended to May 4, 2024. The Moxy Construction Loan was collateralized by the Williamsburg Moxy Hotel. The Moxy
Construction Loan provided for a replacement benchmark rate in connection with the phase-out of LIBOR and effective after September 30,
2023, the Moxy Construction Loan's interest rate converted from LIBOR plus 9.00%, with a floor of 9.50%, to SOFR plus 9.11%, with
a floor of 9.61%. The Moxy Construction Loan required monthly interest-only payments based on a rate of 7.50% and the excess was added
to the outstanding loan balance due at maturity. SOFR as of December 31, 2023 was 5.35%.

2023 (specifically for the period from January 1, 2023 through March 7, 2023) $2.0 million of interest attributable to the
Moxy Construction Loan was capitalized to the carrying value of the Williamsburg Moxy Hotel while it was under construction.

 As
of December 31, 2023, the outstanding principal balance of the Moxy Construction Loan was $83.8 million (including $6.9 million
of excess interest added to principal) which was presented, net of deferred financing fees of $0.1 million on the consolidated balance
sheets and was classified as mortgages payable, net.

 In
connection with the Moxy Construction Loan, the Williamsburg Moxy Hotel Joint Venture paid $3.7 million of loan fees and expenses and
accrued $0.8 million of loan exit fees which were included in other liabilities on the balance sheets as of December 31, 2023.

 Moxy
Mortgage Loans

 On
April 19, 2024, the Williamsburg Moxy Joint Venture entered into an $86.0 million senior mortgage loan facility (the "Moxy
Senior Loan") and a $9.0 million junior mortgage loan facility (the "Moxy Junior Loan" and together with the Moxy Senior
Loan, the "Moxy Mortgage Loans") with unrelated third parties.

 The
Moxy Mortgage Loans bear interest at SOFR plus 5.10%, subject to an 8.75% floor. SOFR as of December 31, 2024 was 4.53%. The Moxy
Mortgage Loans initially mature on April 19, 2027, but may be further extended through the exercise of two six-month extension options,
subject to the satisfaction of certain conditions. The Moxy Mortgage Loans require monthly interest-only payments with their outstanding
principal due in full at maturity and are collateralized by the Williamsburg Moxy Hotel, however, the Moxy Junior Loan is subordinate
to the Moxy Senior Loan. The Williamsburg Moxy Hotel Joint Venture used $85.8 million of the aggregate proceeds from the Moxy Mortgage
Loans in connection with the payoff of the Moxy Construction Loan consisting of the outstanding indebtedness (principal and interest)
of $86.0 million and the aforementioned loan exit fees of $0.8 million, net of restricted escrows of $1.0 million.

 As
of December 31, 2024, the outstanding principal balance of the Moxy Mortgage Loans was $95.0 million which is presented net of deferred
financing fees of $2.6 million on the consolidated balance sheet and is classified as mortgages payable, net.

 In
connection with the Moxy Mortgage Loans, the Williamsburg Moxy Hotel Joint Venture has provided certain interest and carry costs guarantees.
Furthermore, in connection with the Moxy Mortgage Loans, $3.2 million of the initial proceeds advanced at closing were used to fund reserves
for interest, real estate taxes and insurance. Additionally, in connection with the Moxy Mortgage Loans, the Williamsburg Moxy Hotel
Joint Venture paid an aggregate of $2.8 million of loan fees and expenses and accrued $0.5 million of loan exit fees which are included
in other liabilities on the consolidated balance sheet as of December 31, 2024.

East End Ave. Joint Venture

 On
March 31, 2017, we acquired an approximate 33.3% membership interest in the 40 East End Ave. Joint Venture from SAYT Master Holdco LLC,
an entity majority-owned and controlled by David Lichtenstein, who also majority owns and controls the Sponsor, a related party, for
aggregate consideration of $10.3 million. The remaining approximate 66.7% of the membership interest in the 40 East End Ave. Joint Venture
is owned by SAYT Master Holdco, LLC and other affiliated entities of the Sponsor.

 Our
ownership interest in the 40 East End Ave. Joint Venture is a non-managing interest. Because we exert significant influence over but
do not control the 40 East End Ave. Joint Venture, we account for our ownership interest in the 40 East End Ave. Joint Venture in accordance
with the equity method of accounting. All contributions to and distributions of earnings from the 40 East End Ave. 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 40 East End Ave. Joint Venture are made to the members pursuant to the terms of its operating agreement. We commenced recording our
allocated portion of earnings, cash contributions and cash distributions from the 40 East End Ave. Joint Venture beginning as of March 31,
2017.

 The
40 East End Ave. Joint Venture, through affiliates, developed and constructed a luxury residential 29-unit condominium project located
at the corner of 81st Street and East End Avenue in the Upper East Side neighborhood of Manhattan in New York City. Through December
31, 2024, 26 of the 29 units have been sold and the 40 East End Ave. Joint Venture owns the remaining three unsold units, which are referred
to as the 40 East End Avenue Project.

the year ended December 31, 2024, we received distributions from the 40 East End Ave. Joint Venture of $1.2 million and made contributions
of $0.2 million to the 40 East End Ave. Joint Venture. During the year ended December 31, 2023, we received distributions from the 40
East End Ave. Joint Venture of $3.0 million and made contributions of $0.4 million to the 40 East End Ave. Joint Venture.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Independent
Registered Public Accounting Firm

 Our
independent public accounting firm is EisnerAmper, LLP, Iselin, New Jersey, Auditor Firm ID 274.

 Audit
and Non-Audit Fees

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

 Year ended

2024

 Year ended

2023

 Audit Fees (a)

 $
 156,000

 $
 160,000

 Tax Fees (b)

 56,805

 30,555

 Total Fees

 $
 212,805

 $
 190,555

 (a)

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

 (b)

 Fees
 for tax services.

 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 our management
to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the Securities and
Exchange Commission 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 IV Inc.:

 We
have reviewed and discussed with management Lightstone Value Plus REIT IV Inc.'s audited 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 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 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 of directors that the financial statements referred to above
be included in Lightstone Value Plus REIT IV Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024.

 Audit
Committee

 Steven
Spinola

 Michael J.
DeMarco

 INDEPENDENT
DIRECTORS' REPORT

 To
the Stockholders of Lightstone Value Plus REIT IV 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.

 General

 The
Company's strategy is to originate, acquire and manage a diverse portfolio of real estate and/or real estate related investments
located primary in the U.S. Both of the Company's current real estate investments are between it and related parties and are located
in New York City. The Company has generally sought to create a portfolio of investments that either generate or are expected to generate
attractive cash flow for distributions. However, the Company has and still may target capital appreciation from its real estate investments.

 The
Company has not established any limitations on the percentage of its portfolio that may be comprised of various categories of assets
which present differing levels of risk. The allocation of the Company's assets under management is dependent, in part, upon the
then-current commercial real estate market, the investment opportunities it presents and available financing, if any as well as other
micro and macro market conditions.

 The
Company has and currently expect to continue to seek opportunities to invest in real estate and real estate-related investments. The
Company's real estate investments may include operating properties and development projects and its real estate-related investments
may include mezzanine loans, mortgage loans, bridge loans and preferred equity interests, with a focus on development-related investments,
including those intended to finance development or redevelopment opportunities. The Company may also invest in debt and derivative securities
related to real estate assets. A portion of the Company's investments may be secured by or related to properties or entities advised
by, or wholly or partially, directly or indirectly owned by its Sponsor, its affiliates or other real estate investment programs sponsored
by them. Although the Company expects that most of its investments will be of these various types, it may make other investments. In
fact, it may invest in whatever types of investments that it believes are in its best interests.

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

 Financing
Policies

 There
is no limitation on the amount the Company may invest or borrow for the purchase or origination of any single property or investment.
The Company's charter allows it to incur leverage up to 300% of its total "net assets" (as defined in its charter)
as of the date of any borrowing, which is generally expected to be approximately 75% of the cost of its investments. The Company may
only exceed this 300% limit if a majority of its independent directors approves each borrowing in excess of this limit and the Company
discloses such borrowing to its stockholders in its next quarterly report along with a justification for the excess borrowing. In all
events, the Company expects that its secured and unsecured borrowings will be reasonable in relation to the net value of its assets and
will be reviewed by the Company's board of directors at least quarterly.

 The
Company does not currently intend to exceed the leverage limit in its charter. The Company believes that careful use of debt helps the
Company to achieve its diversification goals because the Company may have more funds available for investment. However, high levels of
debt could cause the Company to incur higher interest charges and higher debt service payments, which would decrease the amount of cash
available for distributions, if any, to the Company's investors.

 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 each investment it acquires, develops or originates until its investment objectives are met or it is
likely they will not be met. The determination of whether an investment will be sold or otherwise disposed of will be made after consideration
of relevant factors, including prevailing economic conditions, specific real estate market conditions, tax implications for the Company's
stockholders and other factors. The requirements for qualification as a REIT also will put some limits on the Company's ability
to sell investments after short holding periods. However, in accordance with the Company's investment objective of realizing growth
in the value of its investments, the Company may sell a particular investment when, in the judgment of its advisor and its board of directors,
selling the investment is in the Company's best interest. The determination of when a particular investment should be sold or otherwise
disposed of will be made after consideration of relevant factors, including prevailing and projected economic conditions, whether the
value of the investment is anticipated to decline substantially, whether the Company could apply the proceeds from the sale of the investment
to make other investments consistent with its investment objectives, whether disposition of the investment would allow the Company to
increase cash flow, and whether the sale of the investment would constitute a prohibited transaction under the Code or otherwise impact
the Company's status as a REIT. The Company's ability to dispose of an investment during the first few years following its
acquisition is restricted to a substantial extent as a result of its REIT status. Under applicable provisions of the Code regarding prohibited
transactions by REITs, a REIT that sells an asset other than foreclosure property that is deemed to be inventory or property held primarily
for sale in the ordinary course of business is deemed a "dealer" and subject to a 100% penalty tax on the net income from
any such transaction. As a result, the Company's board of directors will attempt to structure any disposition of the Company's
investments to avoid this penalty tax through reliance on safe harbors available under the Code for assets held at least two years or
through the use of a TRS.

 When
the Company determines to sell a particular investment, it will seek to achieve a selling price that maximizes the capital appreciation
for investors based on then-current market conditions. The Company cannot assure its investors that this objective will be realized.

 Independent
Directors

 Steven
Spinola

 Michael J.
DeMarco

 PART
IV.

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES:

VALUE PLUS REIT IV INC.

 Annual
Report on Form 10-K

 For
the fiscal year ended December 31, 2024

 EXHIBIT

 The
following exhibits are included, or incorporated by reference, as part of this Annual Report on Form 10-K (and are numbered in accordance
with Item 601 of Regulation S-K):

 EXHIBIT NO.

 DESCRIPTION

 1.1 (2)

 Amended and Restated Dealer Manager Agreement by and between Lightstone Value Plus REIT IV Inc. and Orchard Securities, LLC

 1.2 (4)

 Form of Soliciting Dealer Agreement

 3.1 (6)

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

 3.2 (6)

 Amended and Restated Bylaws of Lightstone Value Plus REIT IV Inc.

 4.1 (1)

 Distribution Reinvestment Program, included as Appendix C to prospectus

 4.2 (5)

 Description of Registrant's Securities

 5.1 (1)

 Opinion of Venable LLP re legality

 10.1 (3)

 Advisory
 Agreement, dated as of March 4, 2015, by and between Lightstone Value Plus REIT IV Inc. and Lightstone Real Estate Income
 LLC

 21*

 Subsidiaries of the Registrant.

 31.1*

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

 31.2*

 0Certification 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.

 101*

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

 104*

 *

 As
 filed herewith

 (1)

 filed as an exhibit to Amendment No. 2 to the Registrant's Registration Statement on Form S-11 (Reg. No. 333-200464) filed
 with the SEC on February 12, 2015.

 (2)

 filed as an exhibit to the Current Report on Form 8-K that we filed with the Securities and Exchange Commission on January 12, 2017.

 (3)

 filed as an exhibit to the Annual Report on Form 10-K that we filed with the Securities and Exchange Commission on March 15,
 2016.

 (4)

 filed as an exhibit to the Annual Report on Form 10-K that we filed with the Securities and Exchange Commission on March 28,
 2017.

 (5)

 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.

 (6)

 filed as an exhibit to the Current Report on Form 8-K that we filed with the Securities and Exchange Commission on December
 21, 2021.

 Item
16. Form 10-K Summary.

 None.

 SIGNATURES

 Pursuant
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 IV INC.

 Date:
 March 26, 2025

 By:

 / s/

 Chief Executive Officer and Chairman of the

Board of Directors (Principal Executive Officer)

 Pursuant
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 in the capacities and on the dates indicated.

 NAME

 CAPACITY

 DATE

 /s/

 Chief
 Executive Officer and Chairman of the Board of Directors

 March

 David
 Lichtenstein

 (Principal
 Executive Officer)

 /s/
 Seth Molod

 Chief
 Financial Officer and Treasurer

 March

 Seth
 Molod

 (Principal
 Financial Officer and Principal Accounting Officer)

 /s/
 Steven Spinola

 March

 Steven
 Spinola

 /s/
 Michael J. DeMarco

 March

 Michael J.
 DeMarco

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