0001144204-11-061423 Sample Contracts

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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