THIRD
AMENDED AND RESTATED AGREEMENT

    by and
among

    LIGHTSTONE
VALUE PLUS REIT II LP,

    LIGHTSTONE
SLP II LLC

    and

    DAVID
LICHTENSTEIN

     

    This
Third Amended and Restated Agreement (this “Agreement”) is made as of
January 30, 2009, 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 amended and restated the First Amendment on November 17, 2008 (the
“Second Amendment”) to
provide for the semiannual purchase and sale of the associate general
partnership interests of the OP;

    


    WHEREAS,
the parties hereto wish to amend and restate the Second Amendment to provide for
that the semiannual purchase and sale of the associate general partnership
interests, commencing on or around the date which the REIT obtains subscriptions
in the aggregate amount of $5,000,000, with either cash or interests in real
property of equivalent value; 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.

    


    1.1   The
Company agrees to purchase, and David Lichtenstein agrees to fund, the purchase
of associate general partnership interests in the OP at a price of $100,000 for
each $1,000,000 in subscriptions up ten percent of the Offering
Proceeds.   The Company may elect to purchase associate general
partnership interests in the OP with (i) cash or (ii) contributions of interests
in real property of equivalent value. The proceeds received from the cash
purchase and sale of subordinated profits interests will be used to pay the
dealer manager fees and selling commissions in connection with the
Offering.  If the Company elects to purchase associate general
partnership interests with interests in properties, a majority of the REIT’s
board of directors (including a majority of its independent directors) will
determine the value of the interest based on an appraisal obtained by a
qualified independent real estate appraiser concerning the underlying
property.

    


    1.2   In
partial consideration of such funding, the Company shall receive the
Subordinated Distributions.

    


    1.3   David
Lichtenstein agrees to pay for all O&O Expenses to the extent that O&O
Expenses exceed the proceeds remaining (if any) from the cash 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 the date 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, in
accordance with paragraph 1.1 hereof.

     

    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