Lightstone Value Plus Real Estate Investment Trust Ii Inc Sample Contracts

FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT II LP
Exchange 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.

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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC. 32,500,000 SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE FORM OF DEALER MANAGER AGREEMENT August __, 2012
Dealer Manager Agreement • November 16th, 2012 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • New York

Lightstone Value Plus Real Estate Investment Trust II, Inc. (the “Company”), a Maryland corporation, intends to qualify as a real estate investment trust (a “REIT”) under federal income tax laws. The advisor to the Company is Lightstone Value Plus REIT II LLC, a Delaware limited liability company (the “Advisor”). Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Registration Statement on Form S-11.

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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.

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ADVISORY AGREEMENT AMONG LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC., LIGHTSTONE VALUE PLUS REIT II LP and LIGHTSTONE VALUE PLUS REIT II LLC
Advisory Agreement • December 18th, 2023 • Lightstone Value Plus REIT II, Inc. • Real estate investment trusts • New York

This Advisory Agreement (this “Agreement”) dated as of February 17, 2009 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.”

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FORM OF MANAGEMENT AGREEMENT
Management 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”).

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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC. FORM OF SOLICITING DEALER AGREEMENT
Lightstone Value Plus Real Estate Investment Trust Ii Inc • September 4th, 2012 • Real estate investment trusts • New York

Orchard Securities, LLC (the “Dealer Manager”) has entered into a Dealer Manager 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 30,000,000 Shares at a price of $10 per Share on a “best efforts” basis and up to 2,500,000 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 (as defined below).

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HOTEL MANAGEMENT AGREEMENT Index
Hotel Management Agreement • April 22nd, 2011 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts

This HOTEL MANAGEMENT AGREEMENT (the “Agreement”) made this 19th day of January, 2011 between LVP Metairie Holding Corp., with offices located at 1985 Cedar Bridge Avenue, Suite 1, Lakewood, New Jersey 08701 (“Owner”), and TRANS INNS MANAGEMENT, INC. a Michigan corporation with offices located at 31525 W. Twelve Mile Road, Suite LL-1, Farmington Hills, Michigan 48334 (“Operator”).

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FORM OF ESCROW AGREEMENT
Form 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”).

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LVP METAIRIE, LLC LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • April 22nd, 2011 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made and entered into as of the 13th day of January, 2011, by and between LVP METAIRIE JV, LLC, a Delaware limited liability company, as the sole equity member (the “Member”), and GAIL GROSSMAN, as the Special Member (as defined below) (the “Special Member”).

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FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF BROWNMILL, LLC
Operating Agreement • February 11th, 2011 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • New Jersey

This First Amended and Restated Operating Agreement (this "Agreement") of BROWNMILL, LLC (the "Company"), is made as of September 27, 2005, by and among LIGHTSTONE HOLDINGS LLC, a Delaware limited liability company ("Holdings"), THE DWL 2003 FAMILY TRUST, a trust organized under the laws of the State of New Jersey (the "Trust"), and BROWNMILL MANAGER CORP., a New Jersey corporation ("Brownmill Corp.”), whose addresses are set forth on Schedule A annexed hereto (each of the foregoing, a "Member," and all of the foregoing collectively, the "Members"), and any persons hereafter admitted as Members in accordance herewith.

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ASSIGNMENT AND AMENDMENT OF DEALER MANAGER AGREEMENT
Assignment and Amendment of Dealer Manager Agreement • July 13th, 2011 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • New York

This ASSIGNMENT AND AMENDMENT OF DEALER MANAGER AGREEMENT (this “Agreement”) is made as of this 22nd day of November, 2010 by and among ICON Securities Corp., a Delaware corporation (“ICON Securities”), Lightstone Securities LLC, a New York limited liability company (“Lightstone Securities”), and Lightstone Value Plus Real Estate Investment II, Inc., a Maryland corporation (“Lightstone Trust”), with reference to the facts set forth below.

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RENEWAL AGREEMENT
Renewal Agreement • December 18th, 2023 • Lightstone Value Plus REIT II, Inc. • Real estate investment trusts • New York

This Renewal Agreement, dated as of February 17, 2023 (the “Agreement”), is entered into among Lightstone Value Plus REIT 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”).

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CONTRIBUTION AGREEMENT
Contribution Agreement • September 27th, 2010 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • New York

This Contribution Agreement (this “Agreement”) is entered into as of June 30, 2010 by and among LIGHTSTONE HOLDINGS, LLC, a Delaware limited liability company (the “Company”) and LIGHTSTONE VALUE PLUS REIT II LP, a Delaware limited partnership (the “REIT OP”).

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SECOND AMENDMENT TO FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF BROWNMILL, LLC
Operating Agreement • February 11th, 2011 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts

This Second Amendment to First Amended and Restated Operating Agreement (this “Second Amendment”) of BROWNMILL, LLC (the “Company”), effective as of this 1st day of October, 2010, by and among LIGHTSTONE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), THE DWL 2003 FAMILY TRUST, a trust organized under the laws of the State of New Jersey (the “Trust”), BROWNMILL MANAGER CORP., a New Jersey corporation (“Brownmill Corp.”), and LIGHTSTONE VALUE PLUS REIT II LP, a Delaware limited partnership (the “REIT OP”), whose addresses are set forth on Schedule A annexed hereto, amends in relevant part that certain First Amended and Restated Operating Agreement (“Original Operating Agreement”), dated as of September 27, 2005, between Holdings, Trust and Brownmill Corp., as amended by that First Amendment to Amended and Restated Operating Agreement (“First Amendment”, together with the Original Operating Agreement, the “Operating Agreement”), dated as of June 30, 2010, between Holding

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CONTRIBUTION AGREEMENT
Contribution Agreement • August 16th, 2010 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • New York

This Contribution Agreement (this “Agreement”) is entered into as of June ___, 2010, and effective as of April 1, 2010, by and among LIGHTSTONE HOLDINGS, LLC, a Delaware limited liability company (the “Company”) and LIGHTSTONE VALUE PLUS REIT II LP, a Delaware limited partnership (the “REIT OP”).

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FORM OF SOLICITING DEALERS AGREEMENT LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC.
Soliciting Dealers Agreement • November 4th, 2011 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • Kansas

We have entered into an Assignment and Amendment of Dealer Manager Agreement, as amended (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 22,500,000 Shares at a price of $10 per Share on a “best efforts” basis and up to 2,500,000 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 (as defined below).

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LIMITED LIABILITY COMPANY AGREEMENT OF LVP METAIRIE JV, LLC
Limited Liability Company Agreement • April 22nd, 2011 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • Delaware

This Limited Liability Company Agreement (this “Agreement”) of LVP Metairie JV, LLC, a Delaware limited liability company, dated as of January 14, 2011, is adopted and entered into by LIGHTSTONE VALUE PLUS REIT II, LP (“REIT II LP”), a Delaware limited partnership, with its office located at 1985 Cedar Bridge Avenue, Suite 1, Lakewood, NJ 08701, TPS METAIRIE, LLC (“TPS”), a Michigan limited liability company, with its office located at 31525 W. Twelve Mile Road, Suite LL-1, Farmington Hills, Michigan 48334, and SHERMAN FAMILY TRUST (“Sherman”), a California trust, with its office located at P.O. Box 2199, Aspen, Colorado 81612. REIT II LP, TPS and Sherman shall also be referred to each as a “Member” and, together, as “Members.”

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WHOLESALING AGREEMENT
Wholesaling Agreement • February 11th, 2011 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • New York

Lightstone Securities LLC, a New York limited liability company (the “Company”), has entered into an agreement with Lightstone Value Real Estate Investment Trust II, Inc., a Maryland corporation (the “Trust”), to serve as its exclusive Dealer Manager. The Trust is engaged in a public offering of shares of common stock in the Trust (the “Shares”) through participating broker dealers (the “Selling Agent”`), on a best-efforts basis pursuant to the Selling Agreement between the Company, the Selling Agent and the Trust (the “Selling Agreement”), a copy of which has been furnished to you. Other selling agents, including those introduced by ICON Securities Corp. (“Wholesaler”) to us (“Additional Selling Agents” and together with the Selling Agent, the “Selling Agents”), may be selected by the Company. We confirm our agreement with you as follows.

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FIRST AMENDMENT TO FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF BROWNMILL, LLC
Operating Agreement • February 11th, 2011 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts

This First Amendment to First Amended and Restated Operating Agreement (this “Amendment”) of BROWNMILL, LLC (the “Company”), effective as of this 1st day of April, 2010, by and among LIGHTSTONE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), THE DWL 2003 FAMILY TRUST, a trust organized under the laws of the State of New Jersey (the “Trust”), BROWNMILL MANAGER CORP., a New Jersey corporation (“Brownmill Corp.”), and LIGHTSTONE VALUE PLUS REIT II LP, a Delaware limited partnership (the “REIT OP”), whose addresses are set forth on Schedule A annexed hereto, amends in relevant part that certain First Amended and Restated Operating Agreement (“Operating Agreement”), dated as of September 27, 2005, between Holdings, Trust and Brownmill Corp. (each of the foregoing, a “Member,” and all of the foregoing collectively, the “Members”), and any persons hereafter admitted as Members in accordance herewith. All defined terms used herein but are not otherwise defined shall have the m

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FOURTH AMENDED AND RESTATED AGREEMENT by and among LIGHTSTONE VALUE PLUS REIT II LP, LIGHTSTONE SLP II LLC and DAVID LICHTENSTEIN
Fourth Amended and Restated Agreement • August 10th, 2012 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • New York

This Fourth Amended and Restated Agreement (this “Agreement”), 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, is dated August 2, 2012 and shall become effective on the effective date of the Registration Statement (as defined below). On such date, this Agreement shall supersede and replace the Third Amendment (as defined below). Until such date, the Third Amendment shall be effective in all respects.

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FORM OF ESCROW AGREEMENT
Form of Escrow Agreement • October 6th, 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 October , 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").

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AMENDED AND RESTATED AGREEMENT by and among LIGHTSTONE VALUE PLUS REIT II LP, LIGHTSTONE SLP II LLC and DAVID LICHTENSTEIN
And Restated Agreement • October 6th, 2008 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • New York

This Amended and Restated Agreement (this “Agreement”) is made as of October 6, 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.

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THIRD AMENDED AND RESTATED AGREEMENT by and among LIGHTSTONE VALUE PLUS REIT II LP, LIGHTSTONE SLP II LLC and DAVID LICHTENSTEIN
Third Amended and Restated Agreement • January 30th, 2009 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • New York

This Third Amended and Restated Agreement (this “Agreement”) is made as of January 30, 2009, 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.

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FORM OF AGREEMENT TO BE EXECUTED AS OF EFFECTIVE DATE
Form of 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.

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 14th, 2017 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts • Delaware

This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of July 14, 2017 is entered into by and among (i) LIGHTSTONE VALUE PLUS REIT II LP, a Delaware limited partnership (“Parent”), LVP ROGERS HOLDING CORP., a Delaware corporation, LVP CY BATON ROUGE HOLDING CORP., a Delaware corporation, LVP RI BATON ROUGE HOLDING CORP., a Delaware corporation, LVP FFI JONESBORO HOLDING CORP., a Delaware corporation, LVP TPS FAYETTEVILLE HOLDING CORP., a Delaware corporation, LVP METAIRIE HOLDING CORP., a Delaware corporation, and LVP HMI FT. MYERS HOLDING CORP., a Delaware corporation (collectively, the “Selling Operating Lessee Subsidiaries” and each, a “Selling Operating Lessee Subsidiary”), LVP ROGERS LLC, a Delaware limited liability company, LVP CY BATON ROUGE GROUND LLC, a Delaware limited liability company, LVP RI BATON ROUGE LLC, a Delaware limited liability company, LVP FFI JONESBORO LLC, a Delaware limited liability company, LVP TPS FAYETTEVILLE LLC, a Delaware limited liability comp

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • August 16th, 2010 • Lightstone Value Plus Real Estate Investment Trust Ii Inc • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made as of June ____, 2010, between CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, as seller (“Seller”), and [LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC., a Maryland corporation], as purchaser (“Purchaser”).

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SECOND AMENDED AND RESTATED AGREEMENT by and among LIGHTSTONE VALUE PLUS REIT II LP, LIGHTSTONE SLP II LLC and DAVID LICHTENSTEIN
And 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.

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