FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT II LPExchange Rights Agreement • November 17th, 2008 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • 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 LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC. 51,000,000 SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE DEALER MANAGER AGREEMENTDealer Manager Agreement • November 17th, 2008 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • New York
SOLICITING DEALERS AGREEMENT LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC.Soliciting Dealers Agreement • November 17th, 2008 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts
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 51,000,000 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 ESCROW AGREEMENTForm of Escrow Agreement • November 17th, 2008 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT (this “Escrow Agreement”), dated as of November l, 2008, is entered into by and among Lightstone Securities, LLC (the “Dealer Manager”), Lightstone Value Plus Real Estate Investment Trust II, Inc. (the “Company”) and Wells Fargo Bank, National Association, as Escrow Agent (the “Escrow Agent”).
SECOND AMENDED AND RESTATED AGREEMENT by and among LIGHTSTONE VALUE PLUS REIT II LP, LIGHTSTONE SLP II LLC and DAVID LICHTENSTEINAnd Restated Agreement • November 17th, 2008 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • New York
This Second Amended and Restated Agreement (this “Agreement”) is made as of November 10, 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.
