FORM OF LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC. 50,000,000 SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE DEALER MANAGER AGREEMENTDealer Manager Agreement • June 9th, 2008 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • New York
AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT II LPLimited Partnership Agreement • June 9th, 2008 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Delaware
THE PARTNERSHIP UNITS ISSUED UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE STATE SECURITIES LAWS, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AND QUALIFICATION PROVIDED IN THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION OR REGISTRATION UNDER THE APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.
FORM OF SOLICITING DEALERS AGREEMENT LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC.Dealer Manager Agreement • June 9th, 2008 • Lightstone Value Plus Real Estate Investment Trust Ii Inc
We have entered into an agreement (the “Dealer Manager Agreement”) which is a part hereof and attached hereto, with Lightstone Value Plus Real Estate Investment Trust II, Inc., a Maryland corporation (the “Company”), under which we have agreed to use our best efforts to solicit subscriptions for the shares of Common Stock (the “Shares”) in the Company. The Company is offering to the public an aggregate maximum of up to 50,000,000 Shares at a price of $10 per Share on a “best efforts” basis, up to 6,500,000 Shares issued pursuant to the Distribution Reinvestment Program at a price of $9.50 per Share (the “Offering”). Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Registration Statement.
FORM OF AGREEMENT TO BE EXECUTED AS OF EFFECTIVE DATESubordinated Distribution Agreement • June 9th, 2008 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • New York
This Agreement (this “Agreement”) is made as of June 5, 2008, by and among Lightstone Value Plus REIT II LP, a Delaware limited partnership (the “OP”), Lightstone SLP II, LLC, a Delaware limited liability company (the “Company”), and David Lichtenstein, in his individual capacity.
