FORM
      OF ESCROW AGREEMENT

    


    THIS
      SUBSCRIPTION ESCROW AGREEMENT (this
      "Escrow
      Agreement”),
      dated
      as of October , 2008, is entered into by and among Lightstone Securities, LLC
      (the “Dealer
      Manager”),
      Lightstone Value Plus Real Estate Investment Trust II, Inc. (the "Company")
      and
      Wells Fargo Bank, National Association, as Escrow Agent (the "Escrow
      Agent").

    


    WHEREAS,
      the
      Company intends to raise cash funds from investors (the “Investors”)
      pursuant to a public offering (the “Offering”)
      of not
      less than $5,000,000 (the "Minimum
      Amount")
      nor
      more than $510,000,000 (the "Maximum
      Amount")
      of
      shares of common stock, par value $0.01 of the Company (the "Securities")
      pursuant to the registration on Form S-11 of the Company (No. 333-151532) (the
      “Offering
      Document”),
      a
      copy of which is attached as Exhibit A hereto. 

    


    WHEREAS,
      the
      Company desires to deposit funds contributed by the Investors with the Escrow
      Agent, to be held for the benefit of the Investors and the Company until such
      time as subscriptions for the Minimum Amount of the Securities, have been
      deposited into escrow or otherwise in accordance with the terms of this Escrow
      Agreement.

    


    WHEREAS,
      the
      Escrow Agent is willing to accept appointment as Escrow Agent only for the
      expressed duties outlined herein.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises set forth above and other good and valuable
      consideration, the receipt of which is hereby acknowledged, the parties hereto
      agree as follows:

    


    1.
       Proceeds
      to be Escrowed. On
      or
      before the first date of the Offering, the Company shall establish an escrow
      account with the Escrow Agent to be invested in accordance with Section 7 hereof
      entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF
      LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC.” (the “Escrow
      Account”).
      All
      funds received from Investors in payment for the Securities (“Investor
      Funds”)
      will
      be delivered to the Escrow Agent within one (1) business day following the
      day
      upon which such Investor Funds are received by the Company, and shall, upon
      receipt by the Escrow Agent, be retained in escrow by the Escrow Agent and
      invested as stated herein. During the term of this Escrow Agreement, the Company
      shall cause all checks received by and made payable to it in payment for the
      Securities to be endorsed in favor of the Escrow Agent and delivered to the
      Escrow Agent for deposit in the Escrow Account.

    


    The
      Escrow Agent shall have no duty to make any disbursement, investment or other
      use of Investor Funds until and unless it has good and collected funds. In
      the
      event that any checks deposited in the Escrow Account are returned or prove
      uncollectible after the funds represented thereby have been released by the
      Escrow Agent, then the Company shall promptly reimburse the Escrow Agent for
      any
      and all costs incurred for such, upon request, and the Escrow Agent shall
      deliver the returned checks to the Company. The Escrow Agent shall be under
      no
      duty or responsibility to enforce collection of any check delivered to it
      hereunder. 
      The
      Escrow Agent reserves the right to deny, suspend or terminate participation
      by
      an Investor to the extent the Escrow Agent deems it advisable or necessary
      to
      comply with applicable laws or to eliminate practices that are not consistent
      with the purposes of the Offering.

    


    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    2.
       Subscribers.
      Persons
      subscribing to purchase the Securities will be instructed by Lightstone
      Securities, LLC (the “Dealer
      Manager”)
      or any
      soliciting dealers to remit the purchase price in the form of checks, drafts
      or
      money orders (hereinafter “instruments of payment”) payable to the order of, or
      funds wired in favor of, “WELLS FARGO BANK, N.A., ESCROW AGENT FOR LIGHTSTONE
      VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC.” Any checks received made
      payable to a party other than the Escrow Agent shall be returned to the
      soliciting dealer who submitted the check. By 12:00 p.m. (noon) the next
      business day after receipt of instruments of payment from the Offering, the
      Dealer Manager shall furnish to the Escrow Agent with each delivery of Investor
      Funds, a list of the Investors who have paid for the Securities showing the
      name, address, tax identification number, amount of Securities subscribed for
      and the amount paid. The information comprising the identity of Investors shall
      be provided to the Escrow Agent in the format set forth in the “List of
      Investors” attached hereto as Exhibit B. 

    


    All
      Investor Funds so deposited shall not be subject to any liens or charges by
      the
      Company or the Escrow Agent, or judgments or creditors' claims against the
      Company, until and unless released to the Company as hereinafter provided.
      The
      Company understands and agrees that the Company shall not be entitled to any
      Investor Funds on deposit in the Escrow Account and no such funds shall become
      the property of the Company, or any other entity except as released to the
      Company pursuant to Section 3. The Escrow Agent will not use the information
      provided to it by the Company for any purpose other than to fulfill its
      obligations as Escrow Agent. The Company and the Escrow Agent will treat all
      Investor information as confidential. The Escrow Agent shall not be required
      to
      accept any Investor Funds which are not accompanied by the information on the
      List of Investors. 

    


    3.
       Disbursement
      of Funds. In
      the
      event the Escrow Agent receives written notice from the Company that the Company
      intends to reject an Investor’s subscription, the Escrow Agent shall pay to the
      applicable Investor(s), within a reasonable time not to exceed ten (10) business
      days after receiving notice of the rejection, by first class United States
      Mail
      at the address appearing on the List of Investors, or at such other address
      as
      shall be furnished to the Escrow Agent by the Investor in writing, all collected
      sums paid by the Investor for Securities and received by the Escrow Agent,
      together with the interest earned on such Investor Funds. Once the Escrow Agent
      is in receipt of good and collected Investor Funds totaling at least the Minimum
      Amount, the Escrow Agent shall notify the Company of same in writing.
      Additionally, at the end of the third business day following the Termination
      Date (as defined in Section 4), the Escrow Agent shall notify the Company of
      the
      amount of the Investor Funds received. If the Minimum Amount has been obtained
      on or before the Termination Date, the Escrow Agent shall promptly notify the
      Company and, upon receiving written instructions from the Company, the Escrow
      Agent shall disburse to the Company, by check or wire transfer, the funds in
      the
      Escrow Account representing the gross purchase price of the Securities. If
      the
      Minimum Amount has not been obtained and delivered before the Termination Date,
      the Escrow Agent shall, within a reasonable time following the Termination
      Date,
      but in no event more than ten (10) business days after the Termination Date,
      refund to each Investor by first class United States Mail at the address
      appearing on the List of Investors, or at such other address as shall be
      furnished to the Escrow Agent by the Investor in writing, all sums paid by
      the
      Investor for Securities and received by the Escrow Agent, together with the
      interest earned on such funds in the Escrow Account, and shall then notify
      the
      Company in writing of such refunds. The Company agrees that it shall not extend
      the Offering in contravention of the terms of the Offering Documents.


    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    4.
       Term
      of Escrow. The
      "Termination Date" shall be (i) the close of business on the date that the
      Escrow Agent has received evidence of subscriptions accepted on or before such
      date and instruments of payment not dated later than that date (or actual wired
      funds) for the purchase of Securities providing for total purchase proceeds
      that
      equal or exceed the Minimum Amount; provided,
      that in
      all events this escrow shall terminate not later than the one year anniversary
      of the date of this Escrow Agreement; (ii) the date the Escrow Agent receives
      written notice from the Company that it is abandoning the sale of the
      Securities; (iii) the date the Escrow Agent receives notice from the Securities
      and Exchange Commission or any other federal or state regulatory authority
      that
      a stop or similar order has been issued with respect to the Offering Document
      and has remained in effect for at least twenty (20) days or (iv) the date the
      Escrow Agent institutes an interpleader action. After the Termination Date
      the
      Company shall not deposit, and the Escrow Agent shall not accept, any additional
      amounts representing payments by prospective Investors. 

    


    5.
       Duty
      and Liability of the Escrow Agent. The
      sole
      duty of the Escrow Agent shall be to receive Investor Funds and hold them
      subject to release, in accordance herewith, and the Escrow Agent shall be under
      no duty to determine whether the Company or the Dealer Manager is complying
      with
      requirements of this Escrow Agreement, the Offering or applicable securities
      or
      other laws in tendering the Investor Funds to the Escrow Agent. No other
      agreement entered into between the parties, or any of them, shall be considered
      as adopted or binding, in whole or in part, upon the Escrow Agent
      notwithstanding that any such other agreement may be referred to herein or
      deposited with the Escrow Agent or the Escrow Agent may have knowledge thereof,
      including specifically but without limitation any Offering Documents, and the
      Escrow Agent's rights and responsibilities shall be governed solely by this
      Escrow Agreement. The Escrow Agent shall not be responsible for or be required
      to enforce any of the terms or conditions of any Offering Document or other
      agreement between the Company and any other party. The Escrow Agent may
      conclusively rely upon and shall be protected in acting upon any statement,
      certificate, notice, request, consent, order or other document believed by
      it to
      be genuine and to have been signed or presented by the proper party or parties.
      The Escrow Agent shall have no duty or liability to verify any such statement,
      certificate, notice, request, consent, order or other document, and its sole
      responsibility shall be to act only as expressly set forth in this Escrow
      Agreement. Concurrent with the execution of this Escrow Agreement, the Company
      shall deliver to the Escrow Agent an authorized signers form in the form of
      Exhibit C to this Escrow Agreement. The Escrow Agent shall be under no
      obligation to institute or defend any action, suit or proceeding in connection
      with this Escrow Agreement unless first indemnified to its satisfaction. The
      Escrow Agent may consult counsel of its own choice with respect to any question
      arising under this Escrow Agreement and the Escrow Agent shall not be liable
      for
      any action taken or omitted in good faith upon advice of such counsel. The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith except to the extent that a court of competent jurisdiction determines
      that the Escrow Agent's gross negligence or willful misconduct was the primary
      cause of loss. The Escrow Agent is acting solely as escrow agent hereunder
      and
      owes no duties, covenants or obligations, fiduciary or otherwise, to any other
      person by reason of this Escrow Agreement, except as otherwise stated herein,
      and no implied duties, covenants or obligations, fiduciary or otherwise, shall
      be read into this Escrow Agreement against the Escrow Agent.  In the event
      of any disagreement between any of the parties to this Escrow Agreement, or
      between any of them and any other person, including any Investor, resulting
      in
      adverse claims or demands being made in connection with the matters covered
      by
      this Escrow Agreement, or in the event that the Escrow Agent is in doubt as
      to
      what action it should take hereunder, the Escrow Agent may, at its option,
      refuse to comply with any claims or demands on it, or refuse to take any other
      action hereunder, so long as such disagreement continues or such doubt exists,
      and in any such event, the Escrow Agent shall not be or become liable in any
      way
      or to any person for its failure or refusal to act, and the Escrow Agent shall
      be entitled to continue so to refrain from acting until (i) the rights of all
      interested parties shall have been fully and finally adjudicated by a court
      of
      competent jurisdiction, or (ii) all differences shall have been adjudged and
      all
      doubt resolved by agreement among all of the interested persons, and the Escrow
      Agent shall have been notified thereof in writing signed by all such persons.
      Notwithstanding the foregoing, the Escrow Agent may in its discretion obey
      the
      order, judgment, decree or levy of any court, whether with or without
      jurisdiction and the Escrow Agent is hereby authorized in its sole discretion
      to
      comply with and obey any such orders, judgments, decrees or levies. In the
      event
      that any controversy should arise with respect to this Escrow Agreement the
      Escrow Agent shall have the right, at its option, to institute an interpleader
      action in any court of competent jurisdiction to determine the rights of the
      parties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY,
      FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND
      WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW
      AGENT
      HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS
      OF
      THE FORM OF ACTION. The parties agree that the Escrow Agent has no role in
      the
      preparation of the Offering Documents and makes no representations or warranties
      with respect to the information contained therein or omitted therefrom. The
      Escrow Agent shall have no obligation, duty or liability with respect to
      compliance with any federal or state securities, disclosure or tax laws
      concerning the Offering Documents or the issuance, offering or sale of the
      Securities. The Escrow Agent shall have no duty or obligation to monitor the
      application and use of the Investor Funds once transferred to the Company,
      that
      being the sole obligation and responsibility of the Company. 

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    6.
       Escrow
      Agent's Fee. The
      Escrow Agent shall be entitled to compensation for its services as stated in
      the
      fee schedule attached hereto as Exhibit D, which compensation shall be paid
      by
      the Company. The fee agreed upon for the services rendered hereunder is intended
      as full compensation for the Escrow Agent's services as contemplated by this
      Escrow Agreement; provided, however, that in the event that the conditions
      for
      the disbursement of funds under this Escrow Agreement are not fulfilled, or
      the
      Escrow Agent renders any material service not contemplated in this Escrow
      Agreement, or there is any assignment of interest in the subject matter of
      this
      Escrow Agreement, or any material modification hereof, or if any material
      controversy arises hereunder, or the Escrow Agent is made a party to any
      litigation pertaining to this Escrow Agreement, or the subject matter hereof,
      then the Escrow Agent shall be reasonably compensated for such extraordinary
      services and reimbursed for all costs and expenses, including reasonable
      attorney's fees, occasioned by any delay, controversy, litigation or event,
      and
      the same shall be recoverable from the Company. The Company’s obligations under
      this Section 6 shall survive the resignation or removal of the Escrow Agent
      and
      the assignment or termination of this Escrow Agreement.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    7. Investment
      of Proceeds. The
      Investor Funds shall be deposited in the Escrow Account. The Escrow Agent is
      hereby directed to invest all funds received under this Escrow Agreement,
      including principal and interest in a Wells Fargo Bank Money Market Deposit
      Account, as directed in writing in the form of Exhibit E to this Escrow
      Agreement. The Escrow Agent shall invest the Investor Funds in alternative
      investments in accordance with written instructions as may from time to time
      be
      provided to the Escrow Agent and signed by the Company. Notwithstanding the
      foregoing, Investor Funds shall not be invested in anything other than Short
      Term Investments in compliance with SEC Rule 15c2-4. The following are not
      permissible investments: (a) money market mutual funds, (b) corporate debt
      or
      equity securities, (c) repurchase agreements, (d) banker’s acceptance, (e)
      commercial paper, and (f) municipal securities. In the absence of written
      investment instructions from the Company, the Escrow Agent is hereby directed
      to
      invest the Investor Funds in the Wells Fargo Bank Money Market Deposit Account.
       Any
      interest received by the Escrow Agent with respect to the Investor Funds,
      including reinvested interest shall become part of the Investor Funds, and
      shall
      be disbursed pursuant to Section 3. The Company agrees that, for tax reporting
      purposes, all interest or other taxable income earned on the Investor Funds
      in
      any tax year shall be taxable to the Company. 

     

    The
      Escrow Agent shall be entitled to sell or redeem any such investments as
      necessary to make any payments or distributions required under this Escrow
      Agreement. The Escrow Agent shall have no responsibility or liability for any
      loss which may result from any investment made pursuant to this Escrow
      Agreement, or for any loss resulting from the sale of such investment. The
      parties acknowledge that the Escrow Agent is not providing investment
      supervision, recommendations, or advice.

     

    The
      Company on the date of this Escrow Agreement shall provide the Escrow Agent
      with
      certified tax identification numbers by furnishing appropriate IRS forms W-9
      or
      W-8 and other forms and documents that the Escrow Agent may reasonably request.
      The Company understands that if such tax reporting documentation is not so
      certified to the Escrow Agent, the Escrow Agent may be required by the Internal
      Revenue Code of 1986, as amended, to withhold a portion of any interest or
      other
      income earned on the Investor Funds pursuant to this Escrow Agreement.


     

    The
      Company agrees to indemnify and hold the Escrow Agent harmless from and against
      any taxes, additions for late payment, interest, penalties and other expenses
      that may be assessed against the Escrow Agent on or with respect to any payment
      or other activities under this Escrow Agreement unless any such tax, addition
      for late payment, interest, penalties and other expenses shall be determined
      by
      a court of competent jurisdiction to have been caused by the Escrow Agent's
      gross negligence or willful misconduct. The terms of this Section shall survive
      the termination of this Escrow Agreement and the resignation or removal of
      the
      Escrow Agent.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    8.
       Notices.
      All
      notices, requests, demands, and other communications under this Escrow Agreement
      shall be in writing and shall be deemed to have been duly given (a) on the
      date
      of service if served personally on the party to whom notice is to be given,
      (b)
      on the day of transmission if sent by facsimile/email transmission to the
      facsimile number/email address given below, and telephonic confirmation of
      receipt is obtained promptly after completion of transmission, (c) on the day
      after delivery to Federal Express or similar overnight courier or the Express
      Mail service maintained by the United States Postal Service, or (d) on the
      fifth
      day after mailing, if mailed to the party to whom notice is to be given, by
      first class mail, registered or certified, postage prepaid, and properly
      addressed, return receipt requested, to the party as follows:

    


    If
      to the
      Company:

     

    326
      Third
      Street

    Lakewood,
      New Jersey 08701

    Fax
      (732)
      363-7183

    Attention:
      David Lichtenstein, Chief Executive Officer

    


    with
      a
      copy to: 

    


    Proskauer
      Rose LLP

    1585
      Broadway

    New
      York,
      New York 10036

    Fax:
      (212) 969-2900

    Attention:
      Peter M. Fass, Esq.

    


    If
      to the
      Dealer Manager:

    


    Lightstone
      Securities, LLC

    One
      International Boulevard, Suite 200

    Mahwah,
      New Jersey 07430

    Attention:
      Stephen Hamrick, Chief Executive Officer

    


    with
      a
      copy to: 

    


    Proskauer
      Rose LLP

    1585
      Broadway

    New
      York,
      New York 10036

    Fax:
      (212) 969-2900

    Attention:
      Peter M. Fass, Esq.

    


    If
      to
      Escrow Agent:

    


    Wells
      Fargo Bank, National Association

    201
      Main
      Street, Suite 301

    Forth
      Worth, Texas 76102-5489

    Attention:
      Kathleen Wagner; Corporate, Municipal and Escrow Services

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    Any
      party
      may change its address for purposes of this Section by giving the other party
      written notice of the new address in the manner set forth above.

    


    9.
       Indemnification
      of Escrow Agent: The
      Company and the Dealer Manager hereby jointly and severally indemnify, defend
      and hold harmless the Escrow Agent from and against, any and all loss,
      liability, cost, damage and expense, including, without limitation, reasonable
      counsel fees and expenses, which the Escrow Agent may suffer or incur by reason
      of any action, claim or proceeding brought against the Escrow Agent arising
      out
      of or relating in any way to this Escrow Agreement or any transaction to which
      this Escrow Agreement relates unless such loss, liability, cost, damage or
      expense is finally determined by a court of competent jurisdiction to have
      been
      primarily caused by the willful misconduct of the Escrow Agent. The terms of
      this Section shall survive the termination of this Escrow Agreement and the
      resignation or removal of the Escrow Agent.

    


    10.
       Successors
      and Assigns. Except
      as
      otherwise provided in this Escrow Agreement, no party hereto shall assign this
      Escrow Agreement or any rights or obligations hereunder without the prior
      written consent of the other parties hereto and any such attempted assignment
      without such prior written consent shall be void and of no force and effect.
      This Escrow Agreement shall inure to the benefit of and shall be binding upon
      the successors and permitted assigns of the parties hereto. Any corporation
      or
      association into which the Escrow Agent may be converted or merged, or with
      which it may be consolidated, or to which it may sell or transfer all or
      substantially all of its corporate trust business and assets as a whole or
      substantially as a whole, or any corporation or association resulting from
      any
      such conversion, sale, merger, consolidation or transfer to which the Escrow
      Agent is a party, shall be and become the successor Escrow Agent under this
      Escrow Agreement and shall have and succeed to the rights, powers, duties,
      immunities and privileges as its predecessor, without the execution or filing
      of
      any instrument or paper or the performance any further act.

    


    11.
       Governing
      Law; Jurisdiction. This
      Escrow Agreement shall be construed, performed, and enforced in accordance
      with,
      and governed by, the internal laws of the State of New York, without giving
      effect to the principles of conflicts of laws thereof.

    


    12.
       Severability.
      In
      the
      event that any part of this Escrow Agreement is declared by any court or other
      judicial or administrative body to be null, void, or unenforceable, said
      provision shall survive to the extent it is not so declared, and all of the
      other provisions of this Escrow Agreement shall remain in full force and
      effect.

    


    13.
       Amendments;
      Waivers. This
      Escrow Agreement may be amended or modified, and any of the terms, covenants,
      representations, warranties, or conditions hereof may be waived, only by a
      written instrument executed by the parties hereto, or in the case of a waiver,
      by the party waiving compliance. Any waiver by any party of any condition,
      or of
      the breach of any provision, term, covenant, representation, or warranty
      contained in this Escrow Agreement, in any one or more instances, shall not
      be
      deemed to be nor construed as further or continuing waiver of any such
      condition, or of the breach of any other provision, term, covenant,
      representation, or warranty of this Escrow Agreement. The Company and the Dealer
      Manager agree that any requested waiver, modification or amendment of this
      Escrow Agreement shall be consistent with the terms of the Offering.


    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    14.
       Entire
      Agreement. This
      Escrow Agreement contains the entire understanding among the parties hereto
      with
      respect to the escrow contemplated hereby and supersedes and replaces all prior
      and contemporaneous agreements and understandings, oral or written, with regard
      to such escrow.

    


    15.
       Section
      Headings. The
      section headings in this Escrow Agreement are for reference purposes only and
      shall not affect the meaning or interpretation of this Escrow
      Agreement.

    


    16.
       Counterparts.
      This
      Escrow Agreement may be executed in counterparts, each of which shall be deemed
      an original, but all of which shall constitute the same instrument.

    


    17.
       Resignation.
      The
      Escrow Agent may resign upon 30 days advance written notice to the parties
      hereto. If a successor escrow agent is not appointed within the 30-day period
      following such notice, the Escrow Agent may petition any court of competent
      jurisdiction to name a successor escrow agent or interplead the Investor Funds
      with such court, whereupon the Escrow Agent’s duties hereunder shall
      terminate.

    


    18. References
      to Escrow Agent.
      Other
      than the Offering Document (including the subscription agreement and exhibits
      thereto) and any amendments or supplements thereto, no printed or other matter
      in any language (including, without limitation, notices, reports and promotional
      material) which mentions the Escrow Agent’s name or the rights, powers, or
      duties of the Escrow Agent shall be issued by the Company or the Dealer Manager,
      or on the Company’s or the Dealer Manager’s behalf, unless the Escrow Agent
      shall first have given its specific written consent thereto. Notwithstanding
      the
      foregoing, any amendment or supplement to the Offering Document (including
      the
      subscription agreement and exhibits thereto) that revises, alters, modifies,
      changes or adds to the description of the Escrow Agent or its rights, powers
      or
      duties hereunder shall not be issues by the Company or the Dealer Manager,
      or on
      the Company’s or Dealer Manager’s behalf, unless the Escrow Agent has first
      given specific written consent thereto.

    


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    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Escrow Agreement to be executed the date and
      year first set forth above.

    


    


    LIGHTSTONE
      VALUE PLUS REAL ESTATE

    INVESTMENT
      TRUST II, INC.

    


    


    


    


    _______________________________

    By:
      David
      Lichtenstein 

    Title:
      Chief Executive Officer 

    


    


    


    LIGHTSTONE
      SECURITIES, LLC

    


    


    


    


    _______________________________

    By:
      Stephen Hamrick 

    Title:
      Chief Executive Officer 

    


    


    


    


    WELLS
      FARGO BANK, NATIONAL 

    ASSOCIATION,
      as Escrow Agent

    


    


    


    


    


    ______________________________

    By:

    Title:


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    Exhibit
      A

    


    Copy
      of
      Offering Document

    


    


    


    


    


    


    


    


    


    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      B

    


    


    List
      of Investors

    


    Pursuant
      to the Escrow Agreement dated October , 2008, by and between Lightstone Value
      Plus Real Estate Investment Trust II, Inc., (the “Company”),
      and
      Wells Fargo Bank, National Association (the “Escrow
      Agent”),
      the
      Company hereby certifies that the following Investors have paid money for the
      purchase of ____________ (the “Securities”),
      and
      the money has been deposited with the Escrow Agent:

    


    


    	1.  	
            Name
              of Subscriber

          


    Address

    Tax
      Identification Number

    Amount
      of
      Securities subscribed for

    Amount
      of
      money paid and deposited with Escrow Agent

    


    	2.  	
            Name
              of Subscriber

          


    Address

    Tax
      Identification Number

    Amount
      of
      Securities subscribed for

    Amount
      of
      money paid and deposited with Escrow Agent

    


    


    


    


    


    Company:
      _________________________________

    By:
      ________________________

    Its:
      ________________________

    Date:
      ______________________

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      C

    CERTIFICATE
      AS TO AUTHORIZED SIGNATURES

     

    


    Account
      Name:

    


    Account
      Number:

     

    The
      specimen signatures shown below are the specimen signatures of the individuals
      who have been designated as Authorized Representatives of Lightstone
      Value Plus Real Estate Investment Trust II, Inc. and
      are
      authorized to initiate and approve transactions of all types for the
      above-mentioned account on behalf of Lightstone
      Value Plus Real Estate Investment Trust II, Inc. 

     

    
      	
              Name
                / Title

            	
              Specimen
                Signature

            
	
              David
                Lichtenstein 

              Chief
                Executive Officer 

            	
              _______________________________

              Signature

            
	 	 
	
              Stephen
                Hamrick 

              President
                

            	
              _______________________________

              Signature

            
	 	 
	
              Donna
                Brandin 

              Chief
                Financial Officer 

            	
              _______________________________

              Signature

            
	 	 
	
              Joseph
                Teichman 

              General
                Counsel 

            	
              _______________________________

              Signature

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      D

    


    Escrow
      Agent Fees

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      E

    


    Agency
      and Custody Account Direction 

    For
      Cash Balances

    Wells
      Fargo Bank Money Market Deposit Accounts

    


    


    


    


    Direction
      to use the following Wells Fargo Bank Money Market Deposit Accounts for Cash
      Balances for the escrow account (the “Account”) created under the Escrow
      Agreement to which this Exhibit is attached.

    


    You
      are
      hereby directed to deposit, as indicated below, or as we shall direct further
      in
      writing from time to time, all cash in the Account in the following money market
      deposit account of Wells Fargo Bank, National Association (“Bank”):

    


    


    Wells
      Fargo Bank Money Market Deposit Account (“MMDA”)

    


    


    We
      understand that amounts on deposit in the MMDA are insured, subject to the
      applicable rules and regulations of the Federal Deposit Insurance Corporation
      (the “FDIC”), in the basic FDIC insurance amount of $100,000 per depositor, per
      insured bank. This includes principal and accrued interest up to a total of
      $100,000. We understand that deposits in the MMDA are not secured.

    


    Wells
      Fargo Bank, National Association has short term debt ratings of "P-1” from
      Moody's Investors Service and "A-1+" from Standard & Poor's Ratings
      Services.

    


    We
      acknowledge that we have full power to direct investments in the
      Account.

    


    We
      understand that we may change this direction at any time and that it shall
      continue in effect until revoked or modified by us by written notice to
      you.

    


    


    Lightstone
      Value Plus Real Estate 

    Investment
      Trust II, Inc.

    


     

    ____________________________________________

    Signature

    
      


       

      ____________________________________________

    

    Date