Unassociated Document


    SECOND
      AMENDED AND RESTATED AGREEMENT 

    by
      and
      among

    LIGHTSTONE
      VALUE PLUS REIT II LP,

    LIGHTSTONE
      SLP II LLC

    and
      

    DAVID
      LICHTENSTEIN

     

    This
      Second Amended and Restated Agreement (this “Agreement”)
      is
      made as of November 10, 2008, by and among Lightstone Value Plus REIT II LP,
      a
      Delaware limited partnership (the “OP”), Lightstone SLP II LLC, a Delaware
      limited liability company (the “Company”),
      and
      David Lichtenstein, in his individual capacity. 

     

    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 51,000,000 shares of its common stock at a price of $10 per share, subject
      to
      applicable volume discounts; 

     

    WHEREAS,
      pursuant to an agreement dated June 5, 2008 (the “Original
      Agreement”),
      David
      Lichtenstein 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 was 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; 

    


    WHEREAS,
      the parties amended and restated the Original Agreement on October 6, 2008
      (the
“First
      Amendment”)
      whereby the parties agreed that David Lichtenstein would commit to advance
      the
      REIT up to ten percent of the Offering Proceeds to pay dealer manager fees
      and
      selling commissions in connection with the Offering, and to the extent that
      such
      dealer manager fees and selling commissions is less than ten percent of the
      Offering Proceeds, the O&O Expenses; 

    


    WHEREAS,
      the parties hereto wish to amend and restate the First Amendment to provide
      for
      the semiannual purchase and sale of the associate general partnership interests
      of the OP; 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, up to ten percent
      of the Offering Proceeds to pay dealer manager fees and selling commissions
      and,
      to the extent that such dealer manager fees and selling commissions in
      connection with the Offering are less than ten percent of the Offering Proceeds,
      O&O Expenses. In partial consideration of such funding, the Company shall
      receive the Subordinated Distributions. David Lichtenstein agrees to pay for
      all
      O&O Expenses to the extent that O&O Expenses exceed the proceeds
      remaining from the purchase and sale of associate general partnership interests
      after all selling commissions and dealer manager fees are paid. 

     

    2.
      Satisfaction
      of Commitment.
      Commencing on or around January 1, 2009 or when the Company sells the minimum
      number of shares in the Offering, and semiannually thereafter, 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 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. 

    


    [Signature
      page follows.]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    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