Lightstone Real Estate Income Trust Inc. Risk Factors

Investing in our Common Shares involves a high degree of risk. Refer to the “Risk Factors” section of the prospectus to read about risks you should consider before buying our Common Shares. These risks include the following:

• We and our advisor have no operating history and the performance of the prior real estate investment programs of our sponsor may not be indicative of our future results.

• This is a “blind pool” offering, so you will not have the opportunity to evaluate all our investments before you invest.

• There is no established trading market for our Common Shares, and there may never be one; therefore, it will be difficult for you to sell your Common Shares except pursuant to our share repurchase program. If you sell your Common Shares to us under our share repurchase program, you may receive less than the total price you paid for the Common Shares.

• We will pay some of or all our distributions from sources other than our cash flow from operations, including from the proceeds of this offering or other offerings, cash advances to us by our advisor, cash resulting from a waiver of fees, and borrowings, including borrowings secured by our assets; this will reduce our funds available for investments and your overall return may be reduced.

• We expect to have a concentration of related-party investments. Therefore, if adverse business developments were to occur with respect to our sponsor or its related parties, our results of operations and the value of your Common Shares could be adversely affected.

• We will be subject to the general market risks associated with real estate construction and development.

• Our financial performance will depend on the successful development and redevelopment of properties that serve as security for the loans we make to developers or that are owned by entities in which we make preferred equity investments.

•Our operating results may be negatively affected by potential development and construction delays and resultant increased costs and risks.

• Payment of fees to our advisor and its affiliates will reduce cash available for investment and payment of distributions.

• If we are unable to raise substantial funds, we will not be able to diversify our portfolio.

• If we internalize our management functions, your interest in us could be reduced, and we could incur other significant costs associated with being self-managed.

• Our sponsor’s other public programs may be engaged in competitive activities, including the origination and acquisition of our targeted investments.

• Our advisor will face conflicts of interest with respect to related-party investments, which could result in a disproportionate benefit to our sponsor, its affiliates or other Lightstone-sponsored real estate investment programs.

• A limit on the number of shares a person may own may discourage a takeover of our company.

• Your interest could be diluted if we issue additional securities.

• We have broad authority to incur debt, and high debt levels could hinder our ability to pay distributions and could decrease the value of your investment.

• Our failure to qualify or remain qualified as a REIT would subject us to U.S. federal income tax and potentially state and local tax, and would adversely affect our operations and the market price of our Common Shares.

Lightstone Value Plus REIT III, Inc. Risk Factors

• This is an initial public offering. There is no public trading market for our Common Shares, and there may never be one.

• We are a “blind pool” offering because we currently have not identified most of the properties that we may acquire, and you will not have the opportunity to evaluate the merits of such investments. We and our advisor have limited operating history, our advisor has limited experience investing in hotels, and we have no established financing sources;

• We pay substantial fees to our advisor and its affiliates, and our advisor and its affiliates, including all our executive officers and some of our directors, face conflicts of interest caused by their compensation arrangements with us.

• We may suffer from delays in locating suitable investments, which could adversely affect the return on your investment. Our ability to achieve our investment objectives and to make distributions to our stockholders is dependent upon the performance of our advisor in the acquisition of our investments and the determination of any financing arrangements, as well as the performance of our property managers in the selection of tenants and the negotiation of leases.

• You are limited in your ability to sell your Common Shares pursuant to our share repurchase program.

• There is limited liquidity in our Common Shares, and there can be no assurance that a liquidity event will ever occur.

• There is no guarantee of distributions; we will make some of or all our distributions from sources other than cash flow from operations, including the proceeds of our public offering or from borrowings (including borrowings secured by our assets); our organizational documents do not limit the amount of distributions we can fund from sources other than operating cash flow.

• There is no limit on the amount of offering proceeds or borrowings we may use to fund distributions. Distributions paid from offering proceeds or borrowings may constitute a return of capital and reduce investor returns. Rates of distribution to you may not be indicative of our operating results.

• Even if we terminate our advisor for poor performance, the special limited partner may elect to (a) receive cash in an amount equal to its net investment, or (b) retain the subordinated participation interests, and in the case of (a), to receive liquidation distributions as well. Such amounts may be substantial and, as a result, may discourage us from terminating our advisor.

• We may employ substantial leverage to acquire assets and may acquire properties that are in depressed or overbuilt markets.

• The travel and tourism industry is very competitive, which may adversely limit the profitability and return to stockholders;

• As a REIT, we cannot directly operate our lodging properties, and will rely on independent property managers to oversee operations; and

• The travel and hotel industries may be affected by economic slowdowns, terrorist attacks and other world events.

• Investors may lose their entire investment.

• The share ownership restrictions of the Internal Revenue Code of 1986, as amended, for REITs and the share transfer and ownership restrictions in our charter may inhibit market activity in our Common Shares.

Lightstone Value Plus REIT II, Inc. Risk Factors

Lightstone Value Plus REIT II, Inc. is closed to new investors. Refer to the “Risk Factors” section of the prospectus for a complete listing of the risks involved with this investment. These risks include the following:

• No public market currently exists for our shares of common stock, no public market for those shares may ever exist and our shares are illiquid;

• We have in the past, and may in the future, pay distributions from sources other than from our cash flow from operations;

• There are substantial conflicts between the interests of our investors, our interests and the interests of our advisor, sponsor and our respective affiliates regarding affiliate compensation, investment opportunities and management resources because David Lichtenstein, the Chairman of the board of directors of our company, or our Board of Directors, is the majority owner of our sponsor and our advisor; our sponsor and advisor may compete with us and acquire properties that suit our investment objectives; we have no employees that do not also work for our sponsor or advisor and our advisor is not obligated to devote any fixed, minimum amount of time or effort to management of our operations;

• We may maintain a level of leverage as high as 75% of the aggregate fair market value of our properties;

• Our investment objectives and strategies may be changed without stockholder consent;

• We are obligated to pay substantial fees to our advisor and its affiliates, including fees payable upon the sale of properties, and our incentive advisor fee structure may result in our advisor recommending riskier or more speculative investments;

• We may make distributions that include a return of principal and may need to borrow to make these distributions. Distributions have in the past, and may in the future, come from offering proceeds. Distributions have been paid in excess of earnings, and may continue to be in the future. There is no guarantee of distributions;

• If we fail to maintain our qualification as a REIT, it may reduce the amount of income available for distribution and limit our ability to make distributions to our stockholders; and

• Disruptions in the financial markets and deteriorating economic conditions could adversely affect the values of our investments and our ongoing results of operations.

Lightstone Value Plus REIT, Inc. Risk Factors

Lightstone Value Plus REIT, Inc. is closed to new investors. Refer to the “Risk Factors” section of the prospectus for a complete listing of the risks involved with this investment. These risks include the following:

• No public market currently exists for our shares of common stock, no public market for those shares may ever exist and our shares are illiquid;

• The price of our common stock is subjective and may not bear any relationship to what a stockholder could receive if it was sold.

• There are substantial conflicts between the interests of our investors, our interests and the interests of our advisor, sponsor and our respective affiliates regarding affiliate compensation, investment opportunities and management resources because David Lichtenstein, the Chairman of our Board of Directors and our Chief Executive Officer, is the majority owner of our sponsor, our advisor and our property manager. The sponsor and advisor may compete with us and acquire properties that suit our investment objectives; we have no employees that do not also work for our sponsor or advisor and the advisor is not obligated to devote any fixed, minimum amount of time or effort to management of our operations;

• We may maintain a level of leverage as high as 300% of our net assets, as permitted under our charter;

• If lenders are not willing to make loans to our Sponsor because of prior defaults on some of the Sponsor’s properties, lenders may be less inclined to make loans to us and we may not be able to obtain financing for any future acquisitions;

• Our investment policies and strategies may be changed without stockholder consent;

• If our advisor loses or is unable to obtain key personnel, our ability to implement our investment strategies could be hindered, which could adversely affect our ability to make distributions and the value of your investment;

• We are obligated to pay substantial fees to our advisor and its affiliates, including fees payable upon the investment in and sale of properties, and our incentive advisor fee structure may result in our advisor recommending riskier or more speculative investments;

• These are speculative securities and this investment involves a high degree of risk. You should purchase these securities only if you can afford a complete loss of your investment.