FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT II LPExchange Rights Agreement • August 22nd, 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. 50,000,000 SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE DEALER MANAGER AGREEMENTDealer Manager Agreement • August 22nd, 2008 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • New York
FORM OF SOLICITING DEALERS AGREEMENT LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC.Soliciting Dealers Agreement • August 22nd, 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 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 ADVISORY AGREEMENT AMONG LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC., LIGHTSTONE VALUE PLUS REIT II LP and LIGHTSTONE VALUE PLUS REIT II LLCAdvisory Agreement • August 22nd, 2008 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • New York
This Advisory Agreement (this “Agreement”) dated as of , 2008 is among Lightstone Value Plus Real Estate Investment Trust II, Inc., a Maryland corporation (the “Company”), Lightstone Value Plus REIT II LP, a Delaware limited partnership (the “OP”), and Lightstone Value Plus REIT II LLC, a Delaware limited liability company (the “Advisor”). The Company and the OP are sometimes referred to herein collectively as the “Advisees” and each individually as an “Advisee.”
FORM OF MANAGEMENT AGREEMENTManagement Agreement • August 22nd, 2008 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • New York
This management agreement (this “Management Agreement”) is made and entered into as of the day of , 2008, by and among LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC., a Maryland corporation (the “Company”), LIGHTSTONE VALUE PLUS REIT II LP, a Delaware limited partnership (the “OP”, and together with the Company, the “Owner”), and PRIME RETAIL PROPERTY MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”).
