Unassociated Document


     

    EXHIBIT
      10.2

     

    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 LLC

     

    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.”

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the Company is a Maryland corporation created in accordance with applicable
      provisions of the Maryland General Corporation Law, as amended from time to
      time
      (the “Maryland
      GCL”);
      and

     

    WHEREAS,
      the purposes of the Company are, as determined from time to time by the board
      of
      directors of the Company (the “Board
      of Directors”),
      to
      engage in any lawful business or activity for which a corporation may be created
      under the Maryland GCL; and

     

    WHEREAS,
      the Company is the general partner of the OP; and

     

    WHEREAS,
      the Company desires, on its own behalf and as general partner of the OP, to
      avail itself of the experience, sources of information, advice and assistance
      of
      the Advisor and to have the Advisor undertake the duties and responsibilities
      hereinafter set forth, on behalf of and subject to the supervision of the Board
      of Directors, all as provided herein; and

     

    WHEREAS,
      the Advisor is willing to render such services, subject to the supervision
      of
      the Board of Directors, on the terms and conditions hereinafter set
      forth;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained, the
      parties hereto agree as follows:

     

    1.
      Definitions.
      Capitalized terms used but not defined herein shall have the meaning ascribed
      to
      them in the Company’s Charter (as herein defined), and the following terms, as
      used herein, shall have the meanings set forth below:

     

    “Acquisition
      Expenses”
shall
      mean expenses related to the Advisee’s selection of, and investment in, real
      properties and mortgage investments and other investments, whether or not
      acquired or made, including but not limited to advertising costs, brokerage
      fees, environmental, engineering and other due diligence expenses, legal fees
      and expenses, travel and communications expenses, cost of appraisals, accounting
      fees and expenses, title insurance and miscellaneous other
      expenses.

     

    “Acquisition
      Fee”
shall
      have the meaning set forth in Section 11(a)(i).

     

    “Affiliate”
means
      a
      Person who is (i) in the case of an individual, any relative of such Person,
      (ii) any officer, director, trustee, partner, manager, employee or holder of
      ten
      percent (10%) or more of any class of the voting securities of or equity
      interest in such Person; (iii) any corporation, partnership, limited liability
      company, trust or other entity controlling, controlled by or under common
      control with such Person; or (iv) any officer, director, trustee, partner,
      manager, employee or holder of ten percent (10%) or more of the outstanding
      voting securities of any corporation, partnership, limited liability company,
      trust or other entity controlling, controlled by or under common control with
      such Person. For purposes of this definition,
      the term
“controls,” “is controlled by,” or “is under common control with” shall mean the
      possession, direct or indirect, of the power to direct or cause the direction
      of
      the management and policies of an entity, whether through the ownership of
      voting rights, by contract or otherwise.

     

    “Asset
      Management Fee”
shall
      have the meaning set forth in Section 11(a)(ii).

    


    “Associate
      General Partner”
shall
      have the meaning set forth in the Partnership Agreement.

      

    “Average
      Invested Assets”
shall
      mean the average, at the end of each calendar month during the calendar quarter
      in respect of which an Asset Management Fee is being calculated, of the
      aggregate book value of the Advisees’ assets invested in equity interests in and
      loans secured by real estate, before reserves for depreciation or bad debt
      or
      other similar non-cash reserves. For an equity interest in real estate owned
      in
      joint venture, the calculation of average invested assets shall take into
      consideration the underlying joint venture's aggregate book value for the equity
      interest.

     

    
      
        
        

      

      
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    “Board
      of Directors”
shall
      have the meaning set forth in the recitals hereto.

     

    “Charter”
shall
      mean the Articles of Incorporation of the Company dated as of
                   ,
      2008, as amended from time to time.

     

    “Cumulative
      Non-Compound Return”
shall
      mean, for any period for which a calculation thereof is being paid, the
      percentage resulting from dividing (i) the total distributions paid on each
      distribution payment date during such period by (ii) the product of (x) the
      daily average adjusted investor capital for such period and (b) the number
      of
      years (including fractional years) elapsed during such period (based on a year
      of 365 days).

     

    “Good
      Reason”
shall
      mean, with respect to the termination of this Agreement, (x) any failure to
      obtain a satisfactory agreement from any successor to an Advisee to assume
      and
      agree to perform such Advisee’s obligations under this Agreement; or (y) any
      material breach of this Agreement of any nature whatsoever by an
      Advisee.

     

    “Independent
      Director”
shall
      have the meaning set forth in the By-laws of the Company, as amended from time
      to time.

     

    “Initial
      Term”
shall
      have the meaning set forth in Section 16(a).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Partnership
      Agreement”
shall
      mean the Agreement of Limited Partnership of the OP dated as of
                   ,
      2008, as amended and restated from time to time.

     

    “Person”
shall
      mean an individual, corporation, partnership, joint venture, association,
      company (whether of limited liability or otherwise), trust, bank or other
      entity, or government or any agency or political subdivision of a
      government.

     

    “Preferred
      Return”
shall
      mean the receipt by the stockholders of the Company of (i) a Cumulative
      Non-Compound Return of 7% per year on such stockholders’ net investment, and
      (ii) the amount of such net investment.

     

    “Prospectus”
shall
      mean the final prospectus of the Company in connection with the initial
      registration of the Shares filed with the SEC on Form S-11, as amended and
      supplemented from time to time.

     

    “SEC”
shall
      mean the United States Securities and Exchange Commission.

     

    “Share”
shall
      mean a share of the Common Stock, par value $0.01, of the Company.

     

    “Special
      Liquidation Distribution”
shall
      mean the liquidation distributions received by the Associate General Partner
      pursuant to Section 13.2 of the Partnership Agreement.

     

    “Total
      Operating Expenses”
of
      a
      Person means the aggregate of all expenses paid or incurred by such Person, but
      excluding organization and offering expenses, interest payments, taxes, non-cash
      expenditures, any Acquisition Fee or other acquisition expenses.

     

    2.
      Duties
      of Advisor.
      The
      Company, on its own behalf, and as general partner of the OP, hereby retains
      and
      appoints the Advisor as the advisor of the Company and the OP to perform the
      services hereinafter set forth, and the Advisor hereby accepts such appointment,
      all subject to the terms and conditions hereinafter set forth. In the
      performance of this undertaking, subject to the supervision of the Board of
      Directors and consistent with the provisions of the Company’s Charter and the
      Agreement of Limited Partnership of the OP (the “Partnership Agreement”), the
      Advisor shall devote sufficient resources to the administration of the Company
      to discharge is obligations hereunder and shall:

     

    a.
      obtain
      for the Advisees, furnish and/or supervise the services necessary to perform
      any
      ministerial functions in connection with the management of the day-to-day
      operations of the Advisees;

     

    b.
      use
      its best efforts to seek out, present and recommend to the Advisees, whether
      through its own efforts or those of third parties retained by it, suitable
      investment opportunities that are consistent with the Advisees’ respective
      investment objectives and policies and acquisition strategy and objectives,
      as
      adopted by the Board of Directors from time to time, and negotiate on behalf
      of
      the Advisees with respect to potential investments or the disposition
      thereof;

     

    c.
      exercise absolute discretion, subject to the Board of Directors’ review, in
      decisions to originate, acquire, retain or sell real properties, provided,that,
      the
      Advisor may acquire on behalf of the Advisees any real property with purchase
      price that is less than $15,000,000, or finance such an acquisition on the
      Advisees’ behalf, without the prior approval of the Board of Directors if and to
      the extent that:

     

    i.
      the
      proposed acquisition or financing would not, if consummated, violate or conflict
      with the investment guidelines of the Advisees as set forth in the
      Prospectus;

     

    ii.
      the
      proposed acquisition or financing would not, if consummated, violate the
      restriction set forth in section 2(f) below; and

     

    iii.
      the
      consideration proposed to be paid for such real property does not exceed the
      fair market value of such property, as determined by a qualified independent
      real estate appraiser selected in good faith by the Advisor and acceptable
      to
      the Independent Directors;

     

    d.
      recommend investment opportunities consistent with the Advisees’ respective
      investment objectives and policies and negotiate on behalf of the Advisees
      with
      respect to potential investments or the disposition thereof;

     

    e.
      structure the terms and conditions pursuant to which acquisitions of properties
      will be made, subject to the Board of Directors’ review;

     

    
      
        
        

      

      
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    f.
      arrange for financing and refinancing of properties, subject to the Board of
      Directors’ prior approval if such financing or refinancing, when consummated
      causes the total leverage on each such property or on all such properties in
      the
      aggregate to exceed 75% of such property’s or properties’, as the case may be,
      fair market value;

     

    g.
      obtain
      for the Advisees such other services as may be required in acquiring or
      disposing of investments, disbursing and collecting the funds of the Advisees,
      paying the debts and fulfilling the obligations of the Advisees, and handling,
      prosecuting and settling any claims of the Advisees;

     

    h.
      obtain
      for the Advisees such services as may be required for property management,
      leasing, mortgage brokerage and servicing, and other activities relating to
      the
      investment portfolio of the Advisees;

     

    i.
      supervise the servicing of the Advisees’ loan portfolios;

     

    j.
      administer the Advisee’s respective bookkeeping and accounting functions, and
      prepare, or cause to be prepared, statements and other relevant information
      for
      distribution to stockholders or partners, as the case may be, including annual
      and quarterly reports and any filings required by regulatory
      authorities;

     

    k.
      monitor operations and expenses of the Advisees;

     

    l.
      from
      time to time, or as requested by the Board of Directors, make reports to the
      Advisees as to its performance of the foregoing services;

     

    m.
      perform any other powers of the Board of Directors or the Company (as general
      partner of the OP) which (with respect to the Company) are set forth in the
      Charter and the Partnership Agreement, as applicable, which may be delegated
      to
      it by the Board of Directors from time to time;

     

    n.
      render
      such other services as the Board of Directors deems appropriate;
      and

     

    o.
      do all
      things necessary to assure its ability to render the services contemplated
      herein.

     

    3.
      Fiduciary
      Relationship.
      The
      Advisor, as a result of its relationship with the Advisees pursuant to this
      Agreement, stands in a fiduciary relationship with the stockholders of the
      Company and the partners of the OP.

     

    4.
      No
      Partnership or Joint Venture.
      The
      Advisees and the Advisor are not partners or joint venturers with each other
      and
      nothing herein shall be construed to make them partners or joint venturers
      or
      impose any liability as such on either of them.

     

    5.
      Records.
      At all
      times, the Advisor shall keep books of account and records relating to services
      performed hereunder, which books of account and records shall be accessible
      for
      inspection by the Advisees and the Advisee’s appointees at any time during the
      ordinary business hours of the Advisor.

     

    6.
      REIT
      Qualification; Other Limitations on Advisor Actions.
      Anything else in this Agreement to the contrary notwithstanding, the Advisor
      shall refrain from any action which, in its sole judgment made in good faith,
      or, in the judgment of the Board of Directors provided that the Board of
      Directors give the Advisor written notice to such effect, would (a) adversely
      affect the status of the Company as a real estate investment trust pursuant
      to
      Section 856 of the Internal
      Revenue Code of 1986, as amended (the “Code”);
      (b)
      cause the Advisees to be classified as an “investment company” for purposes of
      the Investment Company Act of 1940, as amended, (c) cause the OP to be
      classified other than as a partnership for purposes of the Code; (d) violate
      any
      law, rule, regulation or statement of policy of any governmental body or agency
      having jurisdiction over the Advisees or over their securities, or (e) be
      prohibited by the Company’s Charter or the Partnership Agreement of the
      OP.

     

    7.
      Bank
      Accounts.
      The
      Advisor may establish and maintain one or more bank accounts in the name of
      the
      Advisees or in its own name as agent for the Advisees and may collect and
      deposit in and disburse from any such account, any money on behalf of the
      Advisees, under such terms and conditions as the Board of Directors may approve,
      provided that no funds in such account shall be commingled with funds of the
      Advisor. From time to time and upon appropriate request, the Advisor shall
      render appropriate accounting of such collections and payments to the Board
      of
      Directors and the auditors of the Advisees.

     

    8.
      Bond.
      If
      required by the Board of Directors, the Advisor will maintain a fidelity bond
      with a responsible surety company in such amounts as may be required by the
      Board of Directors, covering all members or partners thereof together with
      employees and agents of the advisor handling funds of the Advisees and
      investment documents or records pertaining to investments of the Advisees.
      Such
      bonds shall inure to the benefit of the Advisees in respect of losses from
      acts
      of such partners, employees and agents through theft, embezzlement, fraud,
      negligence, error or omission or otherwise. The premiums on such bonds shall
      be
      paid by the Advisees.

     

    
      
        
        

      

      
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    9.
      Information
      Furnished to Advisor.
      The
      Board of Directors shall, at all times, keep the Advisor fully informed with
      regard to the investment policies of the Advisees, including any specific types
      of real properties, mortgage investments and mortgage securities desired, and
      any criteria or conditions established by the Board of Directors as to whether
      the Advisees will make a particular investment, the capitalization policy of
      the
      Advisees (including the policy with regard to the incurrence of indebtedness
      by
      the Advisees) and their intentions as to the future operations of the Advisees.
      In particular, the Board of Directors shall notify the Advisor promptly of
      their
      intention to either sell or otherwise dispose of any of the Advisees’
investments, to make any new investment, to incur any indebtedness or to issue
      any additional shares of Common Stock or Preferred Stock of the Company or
      any
      partnership interests in the OP.

     

    10.
      Consultation
      and Advice.
      In
      addition to the services described above, the Advisor shall consult with the
      Board of Directors and shall, at the request of the Board of Directors of the
      Company, furnish advice and recommendations with respect to other aspects of
      the
      business and affairs of the Advisees.

     

    11.
      Fees
      and Other Compensation of the Advisor.

     

    a.
      The
      Advisor or its designees shall be entitled to receive from the respective
      Advisees (except those payable by others as noted below) the following fees
      and
      other compensation, which shall be paid to the Advisor by the OP on its own
      behalf or on behalf of the Company:

     

    (i)
      Acquisition
      Fee.
      The
      Advisor or its Affiliates shall receive an acquisition fee (the “Acquisition
      Fee”)
      in an
      amount equal to ninety five basis points (0.95%) of the gross contract purchase
      price of each property acquired
      by an Advisee, including the amount of any mortgage securing such property,
      payable by the OP on behalf of the applicable Advisee upon consummation of
      the
      investment; provided
      ,
that
      , the
      Acquisition Fee, together with any and all Acquisition Expenses and other
      acquisition fees paid to the Advisor or to any third parties, whether or not
      affiliated with the Advisor or the Advisees, shall not exceed, in the aggregate,
      five (5.0%) per cent of the gross contract purchase price of a particular
      property, including the amount of any mortgage securing such property. In the
      event that such acquisition fees and expenses, including the Acquisition Fee,
      exceed such limitation, the Acquisition Fee shall be reduced by such excess
      amount.

     

    (ii)
      Asset
      Management Fee.
      The
      Advisor or its Affiliates shall receive an asset management fee (the
“Asset
      Management Fee”)
      in an
      amount equal to ninety five basis points (0.95%) per annum of Average Invested
      Assets. The Asset Management Fee is payable quarterly, in arrears at the end
      of
      each calendar quarter, in an amount of 0.2375% of Average Invested Assets in
      the
      immediately preceding quarter.

     

    (iii)
      Fees
      for Additional Services.
      Subject
      to Section 14 below, the Advisor shall be entitled to receive compensation
      for
      any additional services requested from time to time by the Advisees on separate
      agreed-upon terms, subject to approval by a majority of the Independent
      Directors as being fair and reasonable to the Company.

     

    b.
      No
      Property Disposition Fee.
      The
      Advisor shall not be entitled to receive any fee in connection with property
      sold or otherwise disposed of by any Advisee, although independent third parties
      may be compensated in such circumstances. 

     

    c.
      Stockholder/Partner
      Interests Distributions.
      The
      Advisor shall be entitled to receive distributions from the Advisees in respect
      of any shares of Common Stock of the Company or partner interests of the OP
      which it holds, along with the other holders of such shares or
      interests.

     

    12.
      Statements.
      Prior
      to the payment of any fees hereunder, the Advisor shall furnish to the Advisees
      a statement showing the computation of the fees, if any, payable under Section
      11 hereof.

     

    
      
        
        

      

      
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    13.
      Expenses
      of the Company.

     

    a.
      The
      OP, on its own behalf and on behalf of the Company, shall pay all of the
      Advisees’ expenses. Without limiting the foregoing, it is specifically agreed
      that the following expenses of an Advisee shall be paid by the OP on its own
      behalf or on behalf of the Company and shall not be borne by the Advisor unless
      such expense is a fee or other service for which the Advisor is otherwise
      receiving a fee from the Advisees:

     

    (i)
      the
      cost of money borrowed by the Advisee;

     

    (ii)
      all
      taxes applicable to the Advisee including, without limitation, taxes on income
      and on assessments of real property;

     

    (iii)
      fees and expenses paid to independent contractors, unaffiliated mortgage
      servicers, consultants, managers and other agents employed by or no behalf
      of
      the Advisee;

     

    (iv)
      Acquisition Expenses and expenses directly connected with the ownership and
      disposition of real property or other investments, and with the purchase or
      origination of real property and mortgage investments (including the costs
      of
      foreclosure, insurance premiums, legal services, brokerage and sales commission,
      maintenance, repair and improvement of property);

     

    (v)
      expenses of maintaining and managing real estate equity interests, processing
      and servicing mortgage and other loans and managing the Advisee’s other
      investments;

     

    (vi)
      insurance coverage in connection with the business of the Advisee (including
      officers’, directors’ and partners’ liability insurance);

     

    (vii)
      the
      expenses of dissolving and liquidating the Advisee or revising, amending or
      modifying its organizational documents;

     

    (viii)
      expenses connected with payments of dividends or interest or distribution in
      cash or any other form made or caused to be made by the Board of Directors
      to
      the stockholders or partners, as the case may be, of such Advisee.

     

    (ix)
      all
      expenses connected with communications to stockholders or partners, as the
      case
      may be, and other bookkeeping and clerical work necessary in maintaining
      relations with the stockholders or partners, as the case may be, including
      the
      cost of printing and mailing certificates for securities, proxy solicitation
      materials and reports to holders of the Advisee’s securities;

     

    (x)
      the
      cost of any accounting, statistical or bookkeeping equipment necessary for
      the
      maintenance of the books and records of the Advisee;

     

    (xi)
      transfer agent’s and registrar’s fees and charges; and

     

    
      
        
        

      

      
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    (xii)
      other legal, accounting and auditing fees and expenses as well as any costs
      incurred in connection with any litigation in which the Advisee is involved
      and
      the examination, investigation or other proceedings conducted by any regulatory
      agency with respect to the Advisee.

     

    b.
      The
      Advisor shall bear the expenses it incurs in connection with performing its
      duties under the advisory agreement. These include salaries and fringe benefits
      of its directors and officers and travel and other administrative expenses
      of
      its directors or officers.

     

    c.
      The OP
      shall reimburse the Advisor and its Affiliates on its own behalf or on behalf
      of
      the Company for (i) advertising expenses, expense reimbursements, and legal
      and
      accounting fees; (ii) the actual cost of goods and materials used by the
      Advisees and obtained from entities not affiliated with the Advisor; (iii)
      administrative services (including personnel costs; provided, however, that
      no
      reimbursement shall be made
      for
      costs of personnel to the extent that such personnel perform services in
      transactions for which the Advisor receives a separate fee); (iv) acquisition
      expenses, which include travel and expenses related to the selection and
      acquisition of properties, whether or not acquired, for goods and services
      provided by the Advisor; (v) rent, leasehold improvement costs, utilities or
      other administrative items generally constituting Advisor’s overhead; and (vi)
      expenses related to negotiating and servicing mortgage loans. In no event shall
      the OP reimburse the Advisor for any services for which the Advisor shall
      receive a separate fee. The amounts charged to an Advisee for services performed
      shall not exceed the lesser of (a) the actual cost of such services, or (b)
      the
      amount which such Advisee would be required to pay to independent parties for
      comparable services.

     

    d.
      Notwithstanding the foregoing, reimbursements of expenses and payment of fees
      under this Agreement will be subject to approval by the Board of Directors
      (including the approval of the majority of Independent Directors).

     

    14.
      Reimbursement
      by Advisor.
      For any
      year which the Company qualifies as a real estate investment trust under the
      Code, the Advisor shall be obligated to reimburse the Advisees for the amounts,
      if any, by which the sum of Advisees’ Total Operating Expenses and Asset
      Management Fees paid during the immediately prior fiscal year exceed the greater
      of (i) 2.0% of the Company’s and the OP’s Average Invested Assets during the
      four quarters of such fiscal year, or (ii) 25.0% of the Company’s and the OP’s
      net income for such fiscal year; provided,however,
      that the
      Board of Directors (including a majority of the Independent Directors) may
      require a lower amount which the Advisor shall be obligated to reimburse the
      Company, upon a determination that such lower reimbursement amount is justified
      in light of such unanticipated, unusual or non-recurring factors which may
      have
      occurred within sixty (60) days after the end of the quarter for which the
      excess occurred, and there shall be sent to the stockholders of the Company
      a
      written disclosure of such determination, together with an explanation of the
      factors the Board of Directors considered in arriving at the conclusion that
      the
      higher Total Operating Expenses were justified.

     

    15.
      Other
      Activities of Advisor.

     

    (a)
      Except as set forth in this Section 16, nothing in this Agreement shall prevent
      the Advisor or any of its Affiliates from engaging in other business activities
      related to real estate, mortgage investments or other investments whether
      similar or dissimilar to those made by any of the Advisees or from acting as
      advisor to any other person or entity having investment policies whether similar
      or dissimilar to those of the Company or the OP (including other REITs or
      partnerships); provided,that,
      before
      the Advisor and all Persons controlled by the Advisor may take advantage of
      an
      opportunity for their own account or present or recommend it to others, they
      are
      obligated to present an investment opportunity to an Advisee if (i) such
      opportunity is compatible with such Advisee’s investment objectives and policies
      (including such Advisee’s requirements relating to all pertinent factors,
      including diversification, property type and location), (ii) such opportunity
      is
      of a character which could be taken by such Advisee, and (iii) the Advisee
      has
      the financial resources to take advantage of such opportunity. In furtherance,
      and not in limitation, of the immediately preceding sentence, neither the
      Advisor nor any Affiliate of the Advisor may make any investment in residential,
      retail, industrial and office properties where the investment objective is
      substantially similar to the investment objectives of the Advisees until such
      time as seventy five percent (75.0%) of the total gross proceeds from the
      offering of the Company’s shares offered for sale pursuant to a registration
      statement on Form S-11 filed with the SEC, following final closing of such
      offering, have been invested or committed for investment in such
      properties.

     

    (b)
      The
      Advisor will use its best efforts to present suitable investments to the
      Advisees consistent with their investment procedures, objectives and policies.
      If the Advisor or any of its Affiliates is presented with a potential investment
      in a property which might be made by more than one investment entity which
      it
      advises or manages, the decision as to the suitability of the property for
      investment by a particular entity will be based upon a review of the investment
      portfolio of each entity and upon factors such as: (i) cash flow from the
      property; (ii) the effect of the acquisition of the property on the
      diversification of each entity’s portfolio; (iii) rental payments during any
      renewal period; (iv) the amount of equity required to make the
      investment; (v) the policies of each entity relating to leverage; (vi) the
      funds
      of each entity available for investment; and (vii) the length of time the funds
      have been available for investment and the manner in which the potential
      investment can be structured by each entity. To the extent that a particular
      property might be determined to be suitable for more than one investment entity,
      priority generally will be given to the investment entity having uninvested
      funds for the longest period of time.

     

    
      
        
        

      

      
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    16.
      Term;
      Termination of Agreement.
      This
      Agreement shall continue in force for a period of one year from the date hereof
      (the “Initial Term”) and thereafter it may be renewed from year to year by
      written consent of the parties hereto. Notwithstanding any other provision
      to
      the contrary, this Agreement may be terminable by the Advisor or by the Advisees
      (upon determination of the majority of the Independent Directors) at any time
      upon 60 days’ prior written notice to the non-terminating party. In the event of
      the termination of this Agreement, the Advisor will cooperate with the Advisees
      and take all reasonable steps requested to assist the Advisees in making an
      orderly transition of the advisory function.

     

    17.
      Amendments.
      This
      Agreement shall not be changed, modified, terminated or discharged in whole
      or
      in part except by an instrument in writing signed by all parties hereto, or
      their respective successors or permitted assigns, or otherwise as provided
      herein.

     

    18.
      Assignment.
      This
      Agreement may not be assigned by the Advisor, except to an Affiliate of the
      Advisor, and then only upon the consent of the Advisees and the approval of
      a
      majority of the Independent Directors. Any assignee of the Advisor shall be
      bound hereunder to the same extent as the Advisor. This Agreement shall not
      be
      assigned by any Advisee without the written consent of the Advisor, except
      to a
      corporation, association, trust or other organization which is a successor
      to
      such Advisee. Such successor shall be bound hereunder to the same extent as
      such
      Advisee. Notwithstanding anything to the contrary contained herein, the economic
      rights of the Advisor hereunder, including the right to receive all compensation
      hereunder, may be sold, transferred or assigned by the Advisor without the
      consent of the Advisees.

     

    19.
      Action
      Upon Termination.
      From and
      after the effective date of termination of this Agreement, pursuant to Section
      16 hereof, the Advisor shall not be entitled to compensation for further service
      rendered hereunder but shall be paid all compensation and reimbursed for all
      expenses accrued through the date of termination within thirty (30) days of
      such
      termination. The Advisor shall forthwith upon such termination:

     

    (a)
      Pay
      over to the Advisees all moneys collected and held for the account of such
      Advisees pursuant to this Agreement, after deducting any accrued compensation
      and reimbursement for its expenses to which it is then entitled;

     

    (b)
      Deliver to the Advisees a full accounting, including a statement showing all
      payments collected by it and a statement of all moneys held by it, covering
      the
      period following the date of the last accounting furnished to the Advisees;
      and

     

    (c)
      Deliver to the Advisees all property and documents of the Advisees then in
      the
      custody of the Advisor.

     

    20.
      Incorporation
      of the Charter and the Partnership Agreement.
      To the
      extent the Charter or the Partnership Agreement impose obligations or
      restrictions on the Advisor or grant the Advisor certain rights which are not
      set forth in this Agreement, the Advisor shall abide by such obligations or
      restrictions and such rights shall inure to the benefit of the Advisor with
      the
      same force and effect as if they were set forth herein.

     

    21.
      Standard of Care.

     

    a.
      The
      Advisor assumes no responsibility under this Agreement other than to render
      the
      services called for hereunder in good faith, and shall not be responsible for
      any action of the Advisees in following or
      declining to follow any advice or recommendations of the Advisor. Neither the
      advisor nor its directors, officers, partners, members, and employees shall
      be
      liable to the Advisees, or to the stockholders, partners or directors of the
      Advisees, as the case may be, or to any successor or assignee of the Advisees,
      except by reason of acts constituting bad faith, gross negligence or willful
      misconduct. This shall in no way affect the standard for indemnification but
      shall only constitute a standard of liability. The duties to be performed by
      the
      Advisor pursuant to this Agreement may be performed by it or by officers,
      members or directors or by Affiliates of the foregoing under the direction
      of
      the Advisor or delegated to unaffiliated third parties under its
      direction.

     

    b.
      The
      Advisor shall look solely to the assets of the Advisees for satisfaction of
      all
      claims against the Advisees, and in no event shall any stockholder, partner
      or
      director of the Advisees, as the case may be, have any personal liability for
      the obligations of the Advisees under this Agreement.

     

    22
      .
      Indemnification of Advisor.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    a.
      Subject to sections (b)-(d) below, the Advisees shall indemnify the Advisor
      and
      its Affiliates for any loss arising out of any of their acts or omissions in
      connection with this Agreement and the Advisor and its Affiliates will be held
      harmless for any loss of liability suffered by the Advisees.

     

    b.
      The
      Advisees shall not indemnify the Advisor or its Affiliates for any liability
      loss suffered by the Advisor or its Affiliates, nor shall it hold the Advisor
      or
      its Affiliates harmless for any loss or liability suffered by the Advisees
      unless all of the following conditions are met: (i) the Advisor or its
      Affiliates determined in good faith that the course of conduct which caused
      the
      loss or liability was in the best interests of the Advisees, (ii) the Advisor
      or
      its Affiliates were acting on behalf of the Advisees or performing services
      for
      the Advisees, (iii) such liability or loss or expense was not the result of
      negligence or misconduct on the part of the Advisor or its Affiliates and (iv)
      such indemnification or agreement to hold harmless shall be recoverable only
      out
      of the net assets of the Advisees and not from the stockholders, partners or
      members of the Advisees.

     

    c.
      Not
      withstanding anything to the contrary in subsection b, the Advisees shall not
      indemnify the Advisor or its Affiliates or any persons acting as a broker-dealer
      for any losses, liabilities or expenses arising from or out of an alleged
      violation of federal or state securities laws by such party 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 as to the particular Indemnitee, (ii) such claims have been dismissed
      with prejudice on the merits by a court of competent jurisdiction as to the
      particular Indemnitee or (iii) a court of competent jurisdiction approves a
      settlement of the claims against a particular Indemnitee and finds that
      indemnification of the settlement and related costs should be made, and the
      court considering the matter has been advised of the position of the Securities
      and Exchange Commission and the published position of any state securities
      regulatory authority as to indemnification for violations of securities
      law.

     

    d.
      The
      Advisees will advance amounts to the Advisor or its Affiliates for legal
      expenses and other costs incurred as a result of any legal action for which
      indemnification is being sought is permissible 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 on behalf of the Advisees,
      (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 the advancement and (iii) the
      Advisor or its Affiliates undertake in writing to repay the advanced funds
      to
      the Advisees, together with the applicable legal rate of interest thereon,
      in
      cases in which such the Advisor or its Affiliates are found not to be entitled
      to indemnification.

     

    23.
      Notices.
      Any
      notice, report or other communication required or permitted to be given
      hereunder shall be in writing, and shall be given by delivering such notice
      by
      hand or by certified mail, return receipt requested, postage pre-paid, at the
      following addresses of the parties hereto:

     

    Advisees:

     

    The
      Company:

     

    Lightstone
      Value Plus Real Estate Investment Trust II, Inc.

    326
      Third
      Street

    Lakewood,
      New Jersey 08701

    Attn:  
      David Lichtenstein

              
      Chief Executive Officer

     

    With
      a
      copy to:

     

    Proskauer
      Rose LLP

    1585
      Broadway

    New
      York,
      New York 10036

    Attention:
      Peter M. Fass, Esq.

     

    The
      OP

     

    Lightstone
      Value Plus REIT II LP 

    326
      Third
      Street

    Lakewood,
      New Jersey 08701

     

    With
      a
      copy to:

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    Proskauer
      Rose LLP

    1585
      Broadway

    New
      York,
      New York 10036

    Attention:
      Peter M. Fass, Esq.

     

    The
      Advisor:

     

    Lightstone
      Value Plus REIT II LLC

    326
      Third
      Street

    Lakewood,
      New Jersey 08701

    Attn:  
      David Lichtenstein

              
      Chief Executive Officer

     

    With
      a
      copy to:

     

    Proskauer
      Rose LLP

    1585
      Broadway

    New
      York,
      New York 10036

    Attention:
      Peter M. Fass, Esq.

     

    Any
      party
      may at any time change its address for the purpose of this Section 25 by like
      notice.

     

    24.
      Headings.
      The
      section headings herein have been inserted for convenience of reference only
      and
      shall not be construed to affect the meaning, construction or effect of this
      Agreement.

     

    25.
      No
      Waiver.
      Neither
      the failure nor any delay on the party of a party to exercise any right, remedy,
      power or privilege under this Agreement shall operate as a waiver thereof,
      nor
      shall any single or partial exercise of
      any
      right, remedy, power or privilege preclude any other or further exercise of
      the
      same or of any other right, remedy, power or privilege, nor shall any waiver
      of
      any right, remedy, power or privilege with respect to any occurrence be
      construed as a waiver of such right, remedy, power or privilege with respect
      to
      any other occurrences. No waiver shall be effective unless it is in writing
      and
      is signed by the party asserted to have granted such waiver.

     

    26.
      Counterpart.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, and all of which shall together constitute one and
      the
      same instrument.

     

    27.
      Entire
      Agreement.
      This
      Agreement contains the entire agreement and understanding among the parties
      hereto with respect to the subject matter hereof and supersedes all prior and
      contemporaneous agreements, understandings, inducements and conditions, express
      or implied, oral or written, of any nature whatsoever with respect to the
      subject matter hereof.

     

    28 .
      Governing Law.
      The
      provisions of this Agreement shall be construed and interpreted in accordance
      with the laws of the State of New York as at the time in effect.

     

    [END
      OF
      TEXT]

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    


     

    


     

    IN
      WITNESS WHEREOF, the undersigned have caused this Agreement to be signed as
      of
      the day and year first above written.

     

     

    
      	 	 	 
	 	
              LIGHTSTONE
                VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                David Lichtenstein

            
	 	
              Title:
                Chief Executive Officer

            


    

     

    
      
        	 	 	 
	 	
                LIGHTSTONE
                  VALUE PLUS REIT II LP

              
	 
 	 
 	 
 
	 	By: 	
                Lightstone
                  Value Plus Real Estate

                Investment
                  Trust II, Inc.,

              
	 	 	
                its
                  General Partner

              
	 	 	 
	 	By:  	 
	 	
                

                Name:
                  David Lichtenstein

              
	 	
                Title:
                  Chief Executive Officer

              


      

      
         

        
          	 	 	 
	 	
                  
                    LIGHTSTONE
                      VALUE PLUS REIT II LLC

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  Name:
                    David Lichtenstein

                
	 	
                  Title:
                    Authorized Person