LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT
TRUST II, INC.
OF COMMON STOCK
$.01 PAR VALUE PER SHARE
FORM OF DEALER MANAGER AGREEMENT
August __, 2012
ICON Securities Corp.
Xxxxxx, 00xx Xxxxx
Ladies and Gentlemen:
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.
The Company is offering (i) on a “best
efforts” basis up to 30,000,000 shares of common stock, $.0l par value per share (the “Shares”) for a
purchase price of $10.00 per Share with a minimum initial investment of $2,000 and (ii) up to 2,500,000 Shares for a purchase price
of $9.50 per Share for issuance through the Company’s Distribution Reinvestment Plan, all upon other terms and conditions
set forth in the Prospectus, as described in Section 1(a) hereof. The subscribers, each of whom will be required to enter into
a subscription agreement substantially similar to the form of Subscription Agreement (the “Subscription Agreement”)
attached as Appendix C to the Prospectus, will, upon acceptance of their subscriptions by and in the discretion of the Company,
become stockholders of the Company (the “Stockholders”).
Representation and Warranties of the Company. The Company hereby represents, warrants and agrees with you that:
(a) Registration Statement and Prospectus.
A registration statement (SEC File No. 333-177753) on Form S-11 with respect to an aggregate of 32,500,000 Shares, including 2,500,000
Shares issuable pursuant to the Company’s Distribution Reinvestment Plan, has been prepared by the Company pursuant to the
Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”)
of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission
under the Act; one or more amendments to such registration statement have been or may be so prepared and filed. As used in this
Agreement, the term “Registration Statement” means such registration statement in the form in which it becomes effective,
the term “Effective Date” means the date upon which the Registration Statement is or was first declared effective by
the Commission and the term “Prospectus” means the prospectus in the form constituting a part of the Registration Statement
as well as in the form first filed with the Commission pursuant to its Rule 424 after the Registration Statement becomes effective.
The Commission has not issued any stop order suspending the effectiveness of the Registration Statement and no proceedings for
that purpose have been instituted or are pending before or threatened by the Commission under the Act.
(b) Compliance with the Act. From the
time the Registration Statement becomes effective and at all times subsequent thereto up to and including the Termination Date
(as defined in Section 2(c) hereof) (i) the Registration Statement, the Prospectus and any amendments or supplements thereto
will contain all statements which are required to be stated therein by the Act and the Rules and Regulations and will comply in
all material respects with the Act and the Rules and Regulations; and (ii) neither the Registration Statement nor the Prospectus
nor any amendment or supplement thereto will at any such time include any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.
(c) No Subsequent Material Events.
Subsequent to the respective dates as of which information is given in the Registration Statement and Prospectus and prior to the
Termination Date, except as contemplated in the Prospectus or as disclosed in a supplement or amendment thereto or in the periodic
financial statements of the Company, the Company has not and will not have (i) incurred any material liabilities or obligations,
direct or contingent; or (ii) entered into any material transaction, not in the ordinary course of business and, except as so disclosed,
there has not been and will not be any material adverse change in the financial position or results of operations of the Company.
(d) Corporate Status. The Company is
a corporation duly formed and validly existing under the Maryland General Corporation Law.
(e) Authorization of Agreement. This
Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Company and constitutes the valid
and binding agreement of the Company enforceable in accordance with its terms (except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision
thereof which affect creditors’ rights generally or by equitable principles relating to the availability of remedies). The
performance of this Agreement, the consummation of the transactions contemplated herein and the fulfillment of the terms hereof,
do not and will not result in a breach of any of the terms and provisions of, or constitute a default under, any statute, indenture,
mortgage, deed of trust, voting trust agreement, note, lease or other agreement or instrument to which the Company is a party or
by which the Company or its property is bound, or under any rule or regulation or order of any court or other governmental agency
or body with jurisdiction over the Company or any of its properties; and no consent, approval, authorization or order of any court
or governmental agency or body has been or is required for the performance of this Agreement or for the consummation of the transactions
contemplated hereby (except as have been obtained under the Act, from the Financial Industry Regulatory Authority, Inc. (“FINRA”)
or as may be required under state securities or blue sky laws in connection with the offer and sale of the Shares or under the
laws of states in which the Company may own real properties in connection with its qualification to transact business in such states
or as may be required by subsequent events which may occur).
(f) Pending Actions. There is no material
action, suit or proceeding pending or, to the knowledge of the Company, threatened, to which the Company is a party, before or
by any court or governmental agency or body which adversely affects the offering of the Shares.
(g) Required Filings. There are no
contracts or other documents required to be filed by the Act or the Rules and Regulations of the Commission thereunder as exhibits
to the Registration Statement which have not been so filed.
(h) Federal Income Tax Laws. The Corporation
has obtained an opinion of Proskauer Rose LLP stating that, under existing federal income tax laws and regulations, assuming the
Company acts as described in the “Federal Income Tax Considerations” section of the Prospectus and timely files the
requisite elections, counsel is of the opinion that the Company has been organized in conformity with the requirements for qualification
as a REIT beginning with its taxable year ending December 31, 2009, and that its prior, current and anticipated methods of operation
(as described in the Prospectus and represented by management) has enabled and should enable it to satisfy the REIT Requirements
(as defined in the Prospectus).
(i) Independent Public Accountants.
To the best of the Company’s knowledge, the accountants who have certified certain financial statements appearing in the
Prospectus are independent public accountants within the meaning of the Act and the Rules and Regulations.
(j) Sales Literature. In addition to
and apart from the Prospectus, the Company may use certain supplemental sales material in connection with the offering of the Shares.
This material, prepared by the Advisor, may consist of a brochure describing the Advisor and its Affiliates and the objectives
of the Company and may also contain pictures and summary descriptions of properties acquired by the Company or to be acquired by
the Company that Affiliates of the Company have previously acquired. This material may also include a brochure, audio-visual materials
and tape presentations highlighting and explaining various features of the Offering, properties of prior real estate programs and
real estate investments in general; and articles and publications concerning real estate. Business reply cards, introductory letters
and seminar invitation forms may be sent to Soliciting Dealers (as hereinafter defined) and prospective investors. Any such sales
literature shall, to the extent required, be filed with and approved by the appropriate securities agencies and bodies; provided,
however, that the Dealer Manager shall be responsible for filing all such sales literature with FINRA, to the extent required.
Any and all Approved Sales Literature did not or will not, at the time provided for use, include any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
Such sales literature shall be categorized as either: (i) “Broker/Dealer Use Only” educational materials, which are,
for purposes of this Agreement, materials prepared for or by the Company or the Advisor for the sole purpose of educating the Dealer
Manager or Soliciting Dealers, as the case may be, in preparation to solicit sales of the Shares and shall not be used with members
of the general investing public (“B/D Use Only Approved Sales Literature”) or (ii) “Investor” sales
materials, which are, for purposes of this Agreement, materials prepared for or by the Company or the Advisor and may be used by
the Dealer Manager or Soliciting Dealers, as the case may be, with members of the general investing public (“Investor
Use Approved Sales Literature” and, together with the B/D Use Only Approved Sales Literature, the “Approved
Although it is believed that the information
contained in the Approved Sales Literature will not conflict with any of the information set forth in the Prospectus, the Approved
Sales Literature will not purport to be complete, and should not be considered as a part of the Prospectus, or as incorporated
in the Prospectus by reference, or as forming the basis of the Offering.
(k) Authorization of the Shares. The
Company has an authorized and outstanding capitalization as set forth in the Registration Statement and Prospectus. The sale of
the Shares has been duly and validly authorized by the Company, and when subscriptions for the Shares have been accepted by the
Company as contemplated in the Prospectus and the Shares have been issued to the respective subscribers, the Shares will represent
ownership in the Company and will conform to the description thereof contained in the Prospectus. Stockholders have no preemptive
rights to purchase or subscribe for securities of the Company, and the Shares are not convertible or subject to redemption at the
option of the Company. The Shares are entitled to one vote per Share and do not have cumulative voting rights. Subject to the rights
of the holders of any class of capital stock of the Company having any preference or priority over the Shares, the Stockholders
are entitled to distributions in such amounts as may be declared by the Board of Directors from time to time out of funds legally
available for such payments and, in the event of liquidation, to share ratably in any assets of the Company remaining after payment
in full of all creditors and provisions for any liquidation preferences on any outstanding preferred stock ranking prior to the
Offering and Sale of the Shares. On the basis of the representations, warranties and agreements herein contained, and
subject to the terms and conditions herein set forth, the Company hereby appoints you as its exclusive Dealer Manager to solicit
and to cause other dealers (as described in Section 2(a) hereof) to solicit subscriptions for the Shares at the subscription price
to be paid and otherwise upon the other terms and conditions set forth in the Prospectus and in the Subscription Agreement, and
you agree to use your best efforts as such Dealer Manager to procure subscribers for the Shares, during the period commencing with
the Effective Date and ending on the Termination Date (the “Offering Period”).
(a) Sale of the Shares. You will assist
the Company with the sale of the Shares either directly or through other securities broker-dealers that are members of FINRA (collectively,
the “Soliciting Dealers”) and that have executed agreements with you substantially in the form of the Soliciting
Dealers Agreement attached hereto as Exhibit A providing for, among other things, sales of Shares on a best-efforts basis
without any commitment to purchase any Shares. Shares may also be sold through registered investment advisers (a) that are not
affiliated with any securities broker-dealer or (b) that are affiliated with a Soliciting Dealer that has executed a Soliciting
Dealers Agreement (collectively, “RIAs”) or through a bank trust account with decision-making authority granted
to a bank trust department.
(b) Subscription Agreements and Subscribers’
Funds. Each potential investor desiring to purchase Shares through you or any Soliciting Dealer shall be required to complete
and execute the Subscription Agreement and deliver it to you or such Soliciting Dealer, as applicable, together with a check payable
to “Lightstone Value Plus Real Estate Investment Trust II, Inc.” in the amount of $10 per Share. You or such Soliciting
Dealer, as applicable, shall forward such Subscription Agreement and check to the registrar and transfer agent for the Offering
(the “Transfer Agent”) not later than noon of the next business day after receipt of such Subscription Agreement,
unless such Subscription Agreement and payment are first forwarded to another of your offices or such Soliciting Dealer’s
offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other
office shall complete its review and forward such Subscription Agreement and payment to the Transfer Agent no later than noon of
the next business day after its receipt thereof. Each subscription received by the Transfer Agent will be subject to acceptance
or rejection by the Company by the end of the business day on which it is received. Each such subscription payment received by
the Transfer Agent and accepted by the Company will be transmitted, as soon as practicable, but in any event by the end of the
second business day following receipt thereof, to an account for the benefit of the Company. The Company undertakes to cause the
Transfer Agent to promptly return to you or such Soliciting Dealer, as applicable, for return to any of your or their customers
whose subscriptions are not accepted by the Company, their Subscription Agreements together with the related subscription payment
within two business days of the Transfer Agent’s receipt of same. Unless and until an event requiring a refund occurs, an
investor will have no right to withdraw his or her subscription payment. The Company has reserved the unconditional right to refuse
to accept, in whole or in part, any subscription and related payment and to refuse to accept as an investor any person for any
reason whatsoever or no reason.
Nothing contained in this Section 2 shall
be construed to impose upon the Company the responsibility of assuring that prospective investors meet the suitability standards
contained in the Prospectus or to relieve the Dealer Manager or any of the Soliciting Dealers of the responsibility of complying
with any FINRA Rules.
(c) Termination of the Offering. The
Offering Period will terminate on a date on or before one year from the date of the Prospectus (subject to requalification in certain
states, the Company may extend the Offering Period from time to time, but in no event for longer than three years from the date
of the original Prospectus), subject in any event to the Company’s right to terminate the Offering at any time (the “Termination
Date”) and the proceeds will be applied as set forth in the Prospectus.
(i) The Company agrees to pay (A) any Soliciting
Dealer that sells Shares sales commissions in an amount equal to 7% of the sales price for each Share sold (except for volume discounts
and Special Sales (as hereinafter defined) described below) from the 30,000,000 Shares offered on a “best efforts”
basis, as set forth in the Prospectus under the caption “Plan of Distribution” and (B) you a dealer manager fee equal
to 3% of the sales price for each Share sold from the 30,000,000 Shares offered on a “best efforts” basis, for your
services in supervising the sales of Shares, for costs and expenses incurred in connection with holding or attending bona fide
training and education seminars and conferences in compliance with FINRA’s Rules and to reimburse you, on a non-accountable
basis, for wholesaling fees and expenses, of which a portion of such fee may be reallowed by the Dealer Manager subject to federal
and state securities laws, to any Soliciting Dealer. As used herein, “Special Sales” will include all sales of Shares
(i) through any RIA; (ii) through a bank trust account with respect to which the investor has delegated the decision-making authority
for investments made through the account to a bank trust department; (iii) other than through clause (i) or (ii), to an investor
whose contract for investment advisory and related brokerage services includes a fixed or “wrap” fee feature; (iv)
pursuant to the Company’s Distribution Reinvestment Plan; (v) to the Company’s employees, directors and associates
and its affiliates, the Advisor or affiliates of the Advisor or their respective officers and employees; (vi) to a Soliciting Dealer
and its affiliates and its and their officers and employees and representatives; and (vii) credited to an investor as a result
of a volume discount.
Single Purchasers (as defined below) purchasing
more than $250,000 worth of Shares (25,000 Shares) will be entitled to a reduction in selling commissions payable in connection
with the purchase of such Shares in accordance with the following schedule:
|Amount of Single Purchaser’s |
||Purchase price per Share |
for incremental Share in
|$|| 1,000 - $ 250,000|| ||
|$|| 250,001 - $ 500,000|| ||
|$|| 500,001 - $ 750,000|| ||
|$|| 750,001 - $ 1,000,000|| ||
|$||1,000,001 - $ 5,000,000|| ||
Any reduction from the amount of selling
commissions otherwise payable to you or any Soliciting Dealer in respect of a purchaser’s subscription will be credited to
the purchaser in the form of additional Shares purchased net of commissions. As to sales of Shares which are entitled to the above
described volume discounts, the Company will pay the reduced selling commissions set forth above.
Selling commissions for purchases of $5,000,000
or more will, in the Company’s sole discretion, be reduced to $0.20 per Share or less. Selling commissions paid will in all
cases be the same for the same level of sales. In the event of a sale of $5,000,000 or more, the Company will supplement the Prospectus
in the manner described in the Prospectus under the section “Volume Discounts.”
Certain subscriptions may be combined for
the purpose of crediting a purchaser or purchasers with additional Shares for the above described volume discount and for determining
commissions payable to you or Soliciting Dealers so long as all such combined purchases are made through the same Soliciting Dealer
and approved by the Company. As used herein, “Single Purchaser” will include (i) any person or entity, or persons or
entities, acquiring Shares as joint purchasers; (ii) all profit-sharing, pension and other retirement trusts maintained by a given
corporation, partnership or other entity; (iii) all funds and foundations maintained by a given corporation, partnership or other
entity; and (iv) all profit-sharing, pension and other retirement trusts and all funds or foundations over which a designated bank
or other trustee, person or entity (except an investment adviser registered under the Investment Advisers Act of 1940) exercises
discretionary authority with respect to an investment in the Company.
The investor must xxxx the “Additional
Investment” space on the Subscription Agreement Signature Page, and set forth the basis for the discount and identity the
orders to be combined in order for subscriptions to be combined. The Company is not responsible for failing to combine subscriptions,
where the investor fails to xxxx the “Additional Investment” space.
If the Subscription Agreements for the subscriptions
to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of such
combined purchases will be credited on a pro-rata basis. If the Subscription Agreements for the subscriptions to be combined are
not submitted at the same time, then any additional Shares to be credited as a result of such combined purchases will be credited
to the last component purchase, unless the Company is otherwise directed in writing at the time of such submission; except however,
the additional Shares to be credited to any Tax-Exempt Entities whose subscriptions are combined for purposes of the volume discount
will be credited only on a pro-rata basis based on the amount of the investment of each Tax-Exempt Entity and their combined purchases.
In the event that the dollar amount of commission
paid for such combined purchases exceeds the maximum amount of commissions for such combined purchases (taking the volume discount
into effect), such Soliciting Dealer will be obligated to forthwith return to the Company any excess commissions received. The
Company may adjust any future commissions due to any Soliciting Dealer for any such excess commissions that have not been returned.
Notwithstanding the foregoing, it is understood
and agreed that no commission shall be payable with respect to particular Shares if the Company rejects a proposed subscriber’s
Subscription Agreement, which it may do for any reason or for no reason, as set forth in the Subscription Agreement.
Volume discounts will not be available to
California residents to the extent that such discounts do not comply with the provisions of Rule 260.145.51 adopted pursuant to
the California Corporate Securities Law of 1968, which provides that volume discounts can be made available to California residents
only in accordance with the following conditions: (i) there can be no variance in the net proceeds to the Company from the sale
of the Shares to different purchasers of the same offering; (ii) all purchasers of the Shares must be informed of the availability
of volume discounts; (iii) the same volume discounts must be allowed to all purchasers of Shares which are part of the Offering;
(iv) the minimum amount of Shares as to which volume discounts are allowed cannot be less than $10,000; (v) the variance in the
price of the Shares must result solely from a different range of commissions, and all discounts must be based on a uniform scale
of commissions; and (vi) no discounts are allowed to any group of purchasers. Accordingly, volume discounts for California residents
will be available in accordance with the foregoing table of uniform discount levels based on dollar volume of Shares purchased,
but no discounts are allowed to any group of purchasers, and no subscriptions may be aggregated as part of a combined order for
purposes of determining the number of Shares issued.
(ii) All sales commissions payable
to Soliciting Dealers will be paid by the Company within 30 days and shall be paid substantially concurrently with the acceptance
of a subscriber as a stockholder by the Company. The dealer manager fee shall be paid by the Company promptly and substantially
concurrently with the acceptance of a subscriber as a stockholder by the Company.
Covenants of the Company. The Company covenants and agrees with you as follows:
Registration Statement. The Company will use its best efforts to cause the Registration Statement and any subsequent amendments
thereto to become effective as promptly as possible and will not, at any time after the Effective Date, file any amendment to the
Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished a copy
at a reasonable time prior to the proposed filing or to which you shall have reasonably objected or which is not, to the best of
the Company’s knowledge, in compliance with the Act and the Rules and Regulations. The Company will prepare and file with
the Commission and will use its best efforts to cause to become effective as promptly as possible (i) any amendments to
the Registration Statement or supplements to the Prospectus which may be required pursuant to the undertakings in the Registration
Statement; and (ii) upon your reasonable request any amendments to the Registration Statement or supplements to the Prospectus
which, in the opinion of you or your counsel, may be necessary or advisable in view of the requirements of the Act and the Rules
and Regulations in connection with the offer and sale of the Shares during the Offering Period.
(b) Stop Orders. As soon as the Company
is advised or obtains knowledge thereof, it will advise you of any request made by the Commission for amending the Registration
Statement, supplementing the Prospectus or for additional information, or of the issuance by the Commission of any stop order or
of any other order preventing or suspending the use of the Prospectus or the institution of any proceedings for that purpose, and
will use its best efforts to prevent the issuance or any such order and, if any such order is issued, to obtain the removal thereof
as promptly as possible.
(c) Blue Sky Qualifications. The Company
will use its best efforts to qualify the Shares for offering and sale under the securities or blue sky laws of such jurisdictions
as you may reasonably request and to make such applications, file such documents and furnish such information as may be reasonably
required for that purpose. The Company will, at your request, furnish you copies of all material documents and correspondence sent
to or received from such jurisdictions (including, but not limited to, summaries of telephone calls and copies of facsimiles or
emails) and will promptly advise you as soon as the Company obtains knowledge thereof to the effect that the Shares are qualified
for offering and sale in each such jurisdiction. The Company will promptly advise you of any request made by the securities administrators
of each such jurisdiction for revising the Registration Statement or the Prospectus or for additional information or of the issuance
by such securities administrators of any stop order preventing or suspending the use of the Prospectus or of the institution of
any proceedings for that purpose, and will use its best efforts to prevent the issuance of any such order and if any such order
is issued, to obtain the removal thereof as promptly as possible. The Company will furnish you with a Blue Sky Survey dated as
of the Effective Date, which will be supplemented to reflect changes or additions to the information disclosed in such survey.
(d) Amendments and Supplements. If
at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event shall have occurred to
the knowledge of the Company as a result of which the Prospectus as then amended or supplemented would include any untrue statement
of a material fact, or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances
existing at the time it is so required to be delivered to a subscriber, or if it is necessary at any time to amend the Registration
Statement or supplement the Prospectus relating to the Shares to comply with the Act, the Company will promptly notify you thereof
and will prepare and file with the Commission an amendment or supplement which will correct such statement or effect such compliance.
(e) Copies of the Registration Statement.
The Company will furnish you copies of the Registration Statement (only one of which need be signed and need include all exhibits),
the Prospectus and all amendments and supplements thereto, including any amendment or supplement prepared after the Effective Date,
and such other information with respect to the Company as you may from time to time reasonably request, in each case as soon as
available and in such quantities as you may reasonably request.
(f) Qualification to Transact Business.
The Company will take all steps necessary to ensure that at all times the Company will be validly existing as a Maryland corporation
and will be qualified to do business in all jurisdictions in which the conduct of its business requires such qualification and
where such qualification is required under local law.
(g) Authority to Perform Agreements.
The Company undertakes to obtain all consents, approvals, authorizations or orders of any court or governmental agency or body
which are required for the performance of this Agreement and under its bylaws or articles of incorporation, each as amended, or
the consummation of the transactions contemplated hereby and thereby, respectively, or the conducting by the Company of the business
described in the Prospectus.
(h) Copies of Reports. The Company
will use its best efforts to furnish to you as promptly as shall be practicable the following (i) a copy of each report or general
communication (whether financial or otherwise) sent to the Stockholders; (ii) a copy of each report (whether financial or otherwise)
filed with the Commission; and (iii) such other information as you may from time to time reasonably request regarding the financial
condition and operations of the Company including, but not limited to, copies of operating statements of properties acquired by
(i) Use of Proceeds. The Company will
apply the proceeds from the sale of the Shares as stated in the Prospectus or, if for any reason whatsoever all or a portion of
the proceeds of the Offering are not applied or committed for use as stated within 24 months of the Termination Date, the Company
shall promptly return those proceeds from the sale of the Shares not so applied or committed, as stated in the Prospectus, with
interest, to the subscribers, each subscriber sharing in the return in the ratio that the number of the Shares owned by such subscriber
bears to the total number of the Shares owned by all subscribers.
4. Covenants of the Dealer Manager.
You covenant and agree with the Company on your behalf and on behalf of the Soliciting Dealers as follows:
(a) Compliance With Laws. With respect
to your participation and the participation by each Soliciting Dealer in the offer and sale of the Shares (including, without limitation
any resales and transfers of Shares), you agree, and each Soliciting Dealer agrees, to comply and shall comply with any applicable
requirements of the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the published
rules and regulations of the Commission thereunder, and the applicable state securities or blue sky laws, and the FINRA Conduct
Rules. The Dealer Manager agrees that it shall require each Soliciting Dealer to agree that such Soliciting Dealer will (i) not
use any sales materials in connection with the solicitation of investors of the Shares except Approved Sales Literature; (ii) not
use any B/D Use Only Approved Sales Literature with members of the general investing public; and (iii) to the extent the Company
provides Investor Use Approval Sales Literature, not use such Investor Use Approved Sales Literature unless accompanied or preceded
by the Prospectus, as then currently in effect, and as may be supplemented in the future. Soliciting Dealer will not publish, circulate
or otherwise use any other advertisement or solicitation material in connection with the Offering without the Dealer Manager’s
express prior written approval. The use of any other sales material is expressly prohibited. In addition, you shall, in accordance
with applicable law or as prescribed by any state securities administrator, provide or cause Soliciting Dealers to provide to any
prospective investor copies of any prescribed document which is part of the Registration Statement.
With respect to your and each Soliciting
Dealer’s participation in any resales or transfers of the Shares, you agree, and each Soliciting Dealer agrees, to comply
and shall comply with any applicable requirements as set forth above.
(b) No Additional Information. In offering
the Shares for sale, you and each Soliciting Dealer shall not give or provide any information or make any representation other
than those contained in the Prospectus, the sales literature or any other document provided to you for such purpose by the Company.
(c) Sales of Shares. You and each Soliciting
Dealer shall solicit purchases of the Shares only in the jurisdictions in which you and such Soliciting Dealer are legally qualified
to so act and in which you and each Soliciting Dealer have been advised by the Company that such solicitations can be made.
(d) Subscription Agreement. Subscriptions
will be submitted by you and each Soliciting Dealer to the Transfer Agent using the Subscription Agreement. You and each Soliciting
Dealer understand and acknowledge that each Subscription Agreement must be executed and initialed by the subscriber(s).
(e) Suitability. In offering
the Shares to any person, you and each Soliciting Dealer shall not offer or sell Shares in any jurisdiction except to investors
who satisfy the suitability and minimum investment requirements under the applicable provisions of the Prospectus or the laws of
such jurisdiction (if they are more restrictive). You hereby acknowledge your firm’s obligations pursuant to FINRA rules,
in general, and FINRA Conduct Rule 2310, in particular. Specifically, you agree to ensure that, in recommending the purchase, sale
or exchange of Shares to an investor, each member of, or person associated with, your firm shall have reasonable grounds (as required
by FINRA rules) to believe, on the basis of information obtained from the investor concerning his investment objectives, other
investments, financial situation and needs, and any other information known to such member of, or person associated with your firm,
that (i) the investor is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits
described in the Prospectus, including the tax benefits to the extent they are a significant aspect of the Company; (ii) the investor
has a fair market net worth sufficient to sustain the risks inherent in an investment in Shares in the amount proposed, including
loss, and lack of liquidity of, of such and (iii) an investment in Shares is otherwise suitable for such investor. You further
represent, warrant and covenant that you will: (x) require each member of, or person associated with your firm, to make diligent
inquiry as to the suitability and appropriateness of an investment in Shares from each proposed investor, (y) retain in your records
for a period equal to the longer of (A) six years from the date of the applicable sale of Shares or (B) five years from the end
of the Offering Period, and (z) make available to us and the Company, upon request (and upon your firm’s receipt of an appropriate
document subpoena from one of the following, to representatives of the Commission, FINRA and applicable State securities administrators)
documents disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant
to a subscription solicited by your firm, whether such records relate to accounts which have been closed, accounts which are currently
maintained, or accounts hereafter established. You shall not purchase any Shares for a discretionary account without obtaining
the prior written approval of your customer and his signature on a Subscription Agreement.
Prior to the sale of the Shares, you and
each Soliciting Dealer shall inform the prospective purchaser of all pertinent facts relating to the liquidity and marketability
of the Shares during the term of the investment.
(f) Due Diligence. Prior to offering
the Shares for sale, you and each Soliciting Dealer shall have conducted an inquiry such that you have reasonable grounds to believe,
based on information made available to you by the Company through the Prospectus or other materials, that all material facts are
adequately and accurately disclosed and provide a basis for evaluating the purchase of the Shares. In determining the adequacy
of disclosed facts pursuant to the foregoing, you and each Soliciting Dealer may obtain, upon request, information on material
facts relating at a minimum to the following:
(1) items of compensation;
(2) Company properties, if any;
(3) tax aspects;
(4) conflicts and risk factors; and
(5) appraisals and other pertinent reports.
Notwithstanding the foregoing, you and each
Soliciting Dealer may rely upon the results of an inquiry conducted by another Soliciting Dealer, provided that (i) such Soliciting
Dealer has reasonable grounds to believe that such inquiry was conducted with due care; (ii) the results of the inquiry were provided
to you with the consent of the Soliciting Dealer conducting or directing the inquiry; and (iii) no Soliciting Dealer that participated
in the inquiry is an affiliate of the Company or the Advisor.
(g) Offering Price Adjustment. If,
after the Effective Date, the Company shall adjust the initial purchase price of $10.00 per Share for the 30,000,000 Shares to
be offered for sale on a “best efforts” basis in the Offering, you agree (and each Soliciting Dealer agrees) that the
total sales commissions payable as provided in Section 2(d)(i) above, shall not exceed 7% of the sales price paid for the Shares
and the dealer manager fee payable as provided in Section 2(d)(i) above, shall not exceed 3% of the sales price paid for the Shares.
(h) Notification of Conferences and Seminars.
So that we may comply with FINRA requirements, we will require all Soliciting Dealers to notify us of any educational seminars
or conferences that they conduct not in connection with us.
5. Expenses. The Company will pay
all fees and expenses incident to the performance of its obligations under this Agreement, including, but not limited to:
Commission registration fee;
of printing the Registration Statement, the Prospectus and any amendment or supplement thereto and the expense of furnishing to
the Dealer Manager copies of the Registration Statement, the Prospectus and any amendment or supplement thereto as herein provided;
and expenses of the Company’s accountants and counsel in connection with the Offering contemplated by this Agreement;
FINRA filing fee;
fide due diligence fees and expenses reimbursements, if any, paid only upon receipt of a detailed and itemized invoice in accordance
with FINRA’s Rules;
of your expenses in connection with the Offering, subject to the limitations contained in the Prospectus; including, but not limited
to, the salaries, travel expenses and similar expenses of your employees and personnel incurred in connection with the Offering.
6. Conditions of Obligations. Your
obligations hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company contained
in Section 1 hereof, the accuracy of the statements of the Company made pursuant to the provisions hereof, to the performance by
the Company of its covenants, agreements and obligations contained in Sections 3 and 5 hereof, and to the following additional
(a) Effectiveness of the Registration Statement.
The Registration Statement shall have become effective not later than 5:00 p.m., New York, New York time, on the day following
the date of this Agreement, or such later time and date as you and the Company shall have agreed; no stop order suspending the
effectiveness of the Registration Statement shall have been issued by the Commission and, to the best knowledge of the Company
or you, no proceedings for that purpose shall have been instituted, threatened or contemplated by the Commission; and any request
by the Commission for additional information (to be included in the Registration Statement or Prospectus or otherwise) shall have
been complied with to the reasonable satisfaction of you or your counsel.
(b) Accuracy of the Registration Statement.
You shall not have advised the Company that the Registration Statement or the Prospectus, or any amendment or any supplement thereto,
in the reasonable opinion of you or your counsel, contains any untrue statement of fact which is material, or omits to state a
fact which is material and is required to be stated therein or is necessary to make the statements therein not misleading.
(a) Subject to the limitations set forth below,
the Company agrees to indemnify, defend and hold harmless the Dealer Manager, each Soliciting Dealer, each of the Dealer Manager’s
and Soliciting Dealer’s respective officers, directors, employees, members, partners, affiliates, agents and representatives
and each person, if any, who controls the Dealer Manager or any Soliciting Dealer within the meaning of the Act (collectively,
the “Indemnified Parties”), from and against any losses, claims, expenses (including reasonable legal and other
expenses incurred in investigating and defending such claims or liabilities), damages or liabilities, joint or several, to which
any such Soliciting Dealer or the Dealer Manager or their respective Indemnified Parties, may become subject under the Act, the
Exchange Act or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions or omissions in respect
thereof) arise out of or are based upon: (i) in whole or in part, any material inaccuracy in a representation or warranty contained
herein by the Company, or any material breach of a covenant contained herein by the Company, or any material failure by the Company
to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering; (ii) any untrue
statement or alleged untrue statement of a material fact contained (A) in the Registration Statement or any post-effective amendment
thereto or in the Prospectus or any amendment or supplement thereto, (B) in any Approved Sales Literature or (C) in any Blue Sky
Survey based upon written information furnished by the Company; or (iii) the omission or alleged omission of a material fact required
to be stated in the Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement
thereto necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Such
indemnification shall be subject to the provisions of Sections 7(b) and (c) of this Agreement.
The Company shall not provide indemnification
for any liability or loss suffered by you, nor shall it provide that you be held harmless for any liability suffered by the Company,
unless all of the following conditions are met: (i) the party seeking indemnification has determined, in good faith, that its course
of conduct, if such course of conduct caused the loss or liability, was in the best interests of the Company; (ii) the person seeking
indemnification was acting on behalf of or performing services on behalf of the Company; (iii) such liability or loss was not the
result of gross negligence or willful misconduct on the part of the party seeking indemnification or the Indemnified Party; and
(iv) such indemnification or agreement to be held harmless is recoverable only out of the assets of the Company and not from the
In no case shall the Company be liable under
this indemnity agreement with respect to any claim made against any of the Indemnified Parties unless the Company shall have been
notified in writing (in the manner provided in Section 10 hereof) of the nature of the claim within a reasonable time after the
assertion thereof; but the failure to so notify the Company shall not relieve the Company from any liability which the Company
would have incurred otherwise than on account of this indemnity agreement. The Company shall be entitled to participate, at its
own expense, in the defense of, or if it so elects within a reasonable time after receipt of such notice, to assume the defense
of any claim or suit for which any of the Indemnified Parties seek indemnification hereunder. If the Company elects to assume said
defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to the Indemnified Parties.
In the event that the Company elects to
assume the defense of any such suit and retains such counsel, the Company shall not be liable under this Section 7 to the Indemnified
Parties in the suit for any legal or other expenses subsequently incurred by the Indemnified Parties, and the Indemnified Parties
shall bear the fees and expenses of any additional counsel retained by the Indemnified Parties unless: (A) the employment of counsel
by the Indemnified Party has been authorized by the Company; or (B) the Company shall not in fact have employed counsel to assume
the defense of such action, in either of which events such fees and expenses shall be borne by the Company.
The Company may advance amounts to the Indemnified
Parties for legal and other expenses and costs incurred as a result of any legal action for which indemnification is being sought
only if all of the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance
of duties or services by one or more Indemnified Parties for or on behalf of the Company; (ii) the legal action is initiated by
a third party who is not a Stockholder or is initiated by a Stockholder acting in his or her capacity as such and a court of competent
jurisdiction specifically approves such advancement; and (iii) the Indemnified Parties receiving such advances undertake to repay
the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which such Indemnified
Parties are thereafter found not to be entitled to indemnification.
Notwithstanding the foregoing provisions
of this Section 7, the Company will not be liable in any such case to the extent that any loss, liability, claim, damage or expense
arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance
upon and in conformity with written information furnished to the Company by or on behalf of you or any Soliciting Dealer for use
in the preparation of the Registration Statement (or any amendment thereof) or the Prospectus (or any supplement thereto). The
foregoing indemnity agreement is subject to the further condition that, insofar as it relates to any untrue statement, alleged
untrue statement, omission or alleged omission made in the Prospectus but eliminated or remedied in any amendment or supplement
thereto, such indemnity agreement shall not inure to your benefit or to any Soliciting Dealer from whom the person asserting any
loss, liability, claim, damage or expense purchased the Shares which are the subject thereof (or to the benefit of any person who
controls you or any Soliciting Dealer), if a copy of the Prospectus as so amended or supplemented was not sent or given to such
person at or prior to the time the subscription of such person was accepted by the Company; but only if a copy of the Prospectus
(as so amended or supplemented) had been supplied by the Company to you or any Soliciting Dealer prior to such acceptance. This
indemnity agreement will be in addition to any liability which the Company may otherwise have.
(b) The indemnification and agreement to hold
harmless provided in subparagraph (a) of this Section 7 is further limited to the extent that no such indemnification by the Company
of you or a Soliciting Dealer shall be permitted under this Agreement for or arising out of an alleged violation of federal or
state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication on the
merits of each count involving alleged securities law violations by you or any Soliciting Dealer and a court of competent jurisdiction
has approved indemnification of the litigation costs; (ii) such claims against you or any Soliciting Dealer have been dismissed
with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court has approved indemnification
of the litigation costs; or (iii) a court of competent jurisdiction approves a settlement of the claims against you or any Soliciting
Dealer and finds that indemnification of the settlement and related costs should be made and the court considering the request
has been advised of the position of the Commission and of any state securities regulatory authority in which securities of the
Company were offered and sold as to indemnification for securities law violations.
(c) You and each Soliciting Dealer agree to
indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Act and any
controlling person of the Company: (i) to the same extent as in the foregoing indemnity from the Company to you and each Soliciting
Dealer, but only with reference to statements or omissions based upon the information relating to you or any Soliciting Dealer
furnished in writing by you or such Soliciting Dealer or on your or their behalf for use in the Registration Statement or the Prospectus,
or any amendment or supplement thereto; and (ii) for any violation by you or any Soliciting Dealer in the sale of the Shares of
any applicable state or federal law or any rule, regulation or instruction thereunder, provided that such violation is not committed
in reliance on any violation by the Company of such law, rule, regulation or instruction. You and each Soliciting Dealer further
agree to indemnify and hold harmless the Company and any controlling person of the Company against any losses, liabilities, claims,
damages or expenses to which the Company or any such controlling person may become subject under the securities or blue sky laws
of any jurisdiction insofar as such losses, liabilities, claims, damages or expenses (or actions, proceedings or investigations
in respect thereof) arise by reason of a sale of the Shares through the efforts of you (with respect to sales effected without
the assistance of a Soliciting Dealer) or a Soliciting Dealer (with respect to sales effected by such Soliciting Dealer) which
is effected other than in accordance with the Blue Sky Survey supplied to you by the Company (a “Non-Permitted Sale”),
whether such Non-Permitted Sale is caused by a sale in a jurisdiction other than those specified in the Blue Sky Survey, by a sale
in a jurisdiction in which you or the Soliciting Dealer is not registered to sell the Shares or which results in a sale in a jurisdiction
in excess of the number of Shares permitted to be sold in such jurisdiction, and will reimburse the Company or any such controlling
person for any legal fees, monetary penalties or other expenses reasonably incurred by any of them in connection with investigating,
curing or defending against any such losses, liabilities, claims, damages, actions, proceedings or investigations. This indemnity
agreement will be in addition to any liability which you or any Soliciting Dealer may otherwise have.
(d) The notice provisions contained in Section
7(a) hereof, relating to notice to the Company, shall be equally applicable to you and each Soliciting Dealer if the Company or
any controlling person of the Company seeks indemnification pursuant to Section 7(c) hereof. In addition, you and each Soliciting
Dealer may participate in the defense, or assure the defense, of any such suit so sought under Section 7(c) hereof and have the
same rights and privileges as the Company enjoys with respect to such suits under Section 7(a) hereof.
8. Termination of this Agreement. This
Agreement may be terminated by you or the Company upon a material breach of this Agreement by one of the parties hereto, subject
to a thirty (30) day cure period following prior written notice thereof. No termination of this Agreement shall affect any rights
to receive compensation pursuant to this Agreement with respect to sales of Shares made prior to such termination and any rights
to indemnification or contribution or expense reimbursement hereunder, and all representations, covenants and agreements contained
in this Agreement which, by their terms, expire or will need to be performed after the termination date of this Agreement (including,
but not limited to, the suitability record retention and disclosure covenants contained in Section 4 of this Agreement), shall
survive such termination.
In any case, this Agreement shall expire
at the close of business on the effective date that the Offering is terminated. The provisions of Section 7 and 12 hereof shall
survive such termination. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, to the extent
of a termination of this Agreement pursuant to the first sentence of this Section 8, shall use commercially reasonable efforts
to cooperate with the Company to accomplish any orderly transfer or management of the Offering to a party designated by the Company.
Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all commissions to which the Dealer
Manager is or becomes entitled under this Agreement at such time as the commissions become payable. Notwithstanding the foregoing,
in no event shall the Dealer Manager be entitled to payment of any compensation in connection with the offering of Shares that
is not completed according to this Agreement or any previous written agreement providing for such compensation, except those negotiated
and paid in connection with a transaction that occurs in lieu of the proposed offering as a result of the efforts of the Dealer
Manager and related persons and provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred
by the Dealer Manager or person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall
be payable under normal circumstances.
9. Representations, Warranties and Agreements
to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates
of the Company submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation made
by or on behalf of you or any person who controls you, or by or on behalf of the Company, and shall survive the Termination Date.
10. Notices. All communications hereunder
shall be in writing and, if sent to you, shall be mailed by registered mail or delivered, facsimilied or telegraphed and confirmed
in writing to ICON Securities Corp., 0 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and, if sent to the Company,
shall be mailed by registered mail or delivered, facsimilied or telegraphed and confirmed in writing to Lightstone Value Plus Real
Estate Investment Trust II, Inc., 0000 Xxxxx Xxxxxx Xxx., Xxxxx 0, Xxxxxxxx, Xxx Xxxxxx 00000.
11. Parties. This Agreement shall
inure to the benefit of and be binding upon you, the Company and the successors and assigns of you and the Company. This Agreement
and the conditions and provisions hereof, are intended to be and shall be for the sole and exclusive benefit of the parties hereto
and their respective successors and controlling persons, and for the benefit of no other person, firm or corporation, and the term
“successors and assigns,” as used herein, shall not include any purchaser of Shares as such.
12. Applicable Law. This Agreement
and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under the internal laws,
as opposed to the conflicts of laws provisions, of the State of New York.
13. Effectiveness of Agreement. This
Agreement shall become effective at 5:00 p.m., New York, New York time, on the Effective Date, or at such earlier time as you and
the Company agree.
14. Not a Separate Entity. Nothing
contained herein shall constitute you and/or the Soliciting Dealers or any of them an association, partnership, limited liability
company, unincorporated business or other separate entity.
If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company
in accordance with its terms.
||LIGHTSTONE VALUE PLUS|
||REAL ESTATE INVESTMENT TRUST II,|
||INC., a Maryland corporation|
||Name: Xxxxx Xxxxxxxxxxxx|
||Title: Chief Executive Officer|
|Accepted as of the date first above written: |
|ICON SECURITIES CORP., a Delaware|