FORM
      OF
      AGREEMENT 

    TO
      BE
      EXECUTED 

    AS
      OF
      EFFECTIVE DATE 

     

    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. 

     

    WHEREAS,
      the Lightstone Value Plus Real Estate Investment Trust II, Inc. (the
“REIT”)
      intends to hold an initial public offering (the “Offering”)
      of up
      to 50,000,000 shares of its common stock at a price of $10 per share, subject
      to
      applicable volume discounts; 

     


      WHEREAS,
        David Lichtenstein has committed to advance the REIT its offering and
        organization expenses (the “O&O
        Expenses”)
        in an
        amount equal to the greater of (a) up to ten percent of proceeds from the
        Offering (the “Offering
        Proceeds”)
        or (b)
        the O&O Expenses, in exchange for certain subordinated distributions (the
“Subordinated
        Distributions”)
        from
        the OP, as detailed in the Registration Statement on Form S-11 of the REIT
        filed
        with the Securities and Exchange Commission on June 9, 2008, as amended;
        


     

    WHEREAS,
      the Company is wholly owned by David Lichtenstein and has been formed for the
      purpose of advancing such O&O Expenses and receiving the Subordinated
      Distributions; 

     

    WHEREAS,
      the OP admitted the Company as an associate general partner pursuant to an
      Agreement of Limited Partnership of Lightstone Value Plus REIT II LP, dated
      as
      of April 30, 2008 (as amended from time to time, the “Partnership
      Agreement”);
      and


      

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual premises, covenants
      and agreements contained herein, the parties hereto, intending to be legally
      bound hereby, agree as follows: 

     

    1.
      Commitment.
      The
      Company agrees to pay, and David Lichtenstein agrees to fund, the O&O
      Expenses in an amount equal to the greater of (a) up to ten percent (10%) of
      the
      Offering Proceeds or (b) the O&O Expenses, and in partial consideration of
      such funding, the Company shall receive the Subordinated Distributions.


     

    2.
      Satisfaction
      of Commitment.
      At each
      closing during the Offering Period, the OP agrees to issue to the Company,
      and
      the Company agrees to purchase from the OP, one associate general partner
      interest of the OP for each $1,000,000 in Offering Proceeds received by the
      REIT
      at such closing, at a price per unit of $100,000. 

     

    3.
      Miscellaneous.
      

     

    3.1
      This
      agreement may be amended only by written instrument duly executed by the parties
      hereto. 

     

    3.2
      This
      Agreement will be governed by, and construed and enforced in accordance with,
      the laws of the State of New York, without regard to its choice of law rules.
      

     

    3.3
      This
      Agreement may be executed in counterparts, each of which shall be deemed to
      be
      an original, but all of which, taken together, shall constitute one and the
      same
      instrument. 

     

    3.4
      If
      any term, provision, covenant or restriction of this Agreement is held by a
      court of competent jurisdiction or a federal or state regulatory agency to
      be
      invalid, void or unenforceable, the remainder of the terms, provisions,
      covenants and restrictions of this Agreement shall remain in full force and
      effect and shall in no way be affected, impaired or invalidated. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed as of the date first written above. 

     

    
      	 	/s/
              David Lichtenstein
	 	David
              Lichtenstein
	 	 	 
	 	LIGHTSTONE
              VALUE PLUS REIT II LP
	 	 	 
	 	
              By:  

            	
              Lightstone
                Value Plus Real Estate

            
	 	 	
              Investment
                Trust II, Inc., its General

            
	 	 	
              Partner

            


    

     

    
      	 	
              By:  

            	
              /s/
                David Lichtenstein

            
	 	 	
              Name:
                David Lichtenstein

            
	 	 	
              Title:
                Chief Executive Officer

            


    

     

    
      	 	LIGHTSTONE
              SLP II, LLC
	 	 	 
	 	
              By:  

            	
              /s/
                David Lichtenstein

            
	 	 	
              Name:
                David Lichtenstein

            
	 	 	
              Title:
                Member

            


    

     

    
      
        
        

      

      
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