EXECUTION
COPY

    

     

    WHOLESALING
AGREEMENT

     

    November
11, 2010

     

    ICON
Securities Corp.

    120 Fifth
Avenue

    6th
Floor

    New York,
New York  10011

     

    Dear
Sirs:

     

    Lightstone
Securities LLC, a New York limited liability company (the “Company”), has entered into an
agreement with Lightstone Value Real Estate Investment Trust II, Inc., a
Maryland corporation (the “Trust”), to serve as its
exclusive Dealer Manager. The Trust is engaged in a public offering of shares of
common stock in the Trust (the “Shares”) through participating
broker dealers (the “Selling
Agent”`), on a best-efforts basis pursuant to the Selling Agreement
between the Company, the Selling Agent and the Trust (the “Selling Agreement”), a copy of
which has been furnished to you. Other selling agents, including those
introduced by ICON Securities Corp. (“Wholesaler”) to us (“Additional Selling Agents” and
together with the Selling Agent, the “Selling Agents”), may be
selected by the Company. We confirm our agreement with you as
follows.

     

    1.  Appointment
and Undertakings of the Wholesaler

     

    (a)  Subject to the terms
and conditions set forth in this Agreement, the Wholesaler is hereby appointed,
and hereby accepts such appointment, as the Company's wholesaler to (i) identify
and introduce to us Additional Selling Agents and (ii) assist the Company with
the sale of Shares through such Additional Selling Agents.

     

    (b)  The Wholesaler agrees
to use diligent efforts to (i) introduce to us Additional Selling Agents and
(ii) assist the Company with the sale of Shares through such Additional Selling
Agents, each of which shall agree to offer and sell the Shares on a best-efforts
basis without any commitment on the Additional Selling Agent's part to purchase
any Shares pursuant to an Additional Selling Agent Agreement (the form of which
is attached as Exhibit 1 to this Agreement) and, so long as this Agreement and
the relevant Additional Selling Agent Agreements remain in effect, to use
diligent efforts to assist the Additional Selling Agents with the performance of
their obligations as provided herein.

     

    
      
         

      

      
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    (c)  The Wholesaler
covenants and agrees to wholesale Shares through registered broker-dealers that
are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and that have signed
Additional Selling Agent Agreements. The Wholesaler's wholesaling activities
will consist primarily of (i) introducing Additional Selling Agents to us and
(ii) assisting the Company with the sale of Shares through such Additional
Selling Agents primarily by providing (x) training and education regarding the
Trust and the offering of the Shares, (y) sales literature and other information
concerning the Trust and the offering of the Shares, approved in writing, by the
Company, to such Additional Selling Agents and their registered representatives
and (z) assistance to such Additional Selling Agents and their registered
representatives in marketing the Shares.

     

    (d)  The Wholesaler shall
comply with all applicable laws, and the applicable rules and regulations of
FINRA, the SEC, state securities administrators and any other regulatory body.
The Wholesaler shall under no circumstances engage in any activities hereunder
in any jurisdiction (i) in which the Company has not informed the Wholesaler
that counsel's advice has been received that the Shares are qualified for sale
or are exempt under the applicable securities or Blue Sky laws thereof or (ii)
in which the Wholesaler may not lawfully engage.

     

    (e)  The Wholesaler has
received a copy of the Prospectus and a copy of the Registration Statement each
as amended to the date hereof.

     

    (f)   The Wholesaler
(i) acknowledges that, other than as set forth herein, it is not authorized to
act as agent of the Company or the Trust in any connection or transaction and
(ii) agrees not to so act or to purport to so act.

     

    2.  Compensation
and Expense Reimbursement

     

    (a)
 In consideration for the Wholesaler performing its obligations under this
Agreement, the Company shall pay the Wholesaler a Distribution Fee equal to 3%
of the purchase price of the Shares sold by each Additional Selling Agent (it
being understood that the Company shall pay each Additional Selling Agent's
share of selling commission directly to such Additional Selling Agent in
accordance with the applicable Additional Selling Agent Agreement), which
Distribution Fee shall be payable solely from the distribution fee equal to 3%
of the purchase price of the sale of Shares that is received by the Company from
the Trust in connection with an Additional Selling Agent’s sale of such Shares.
Such Distribution Fee will be paid in respect of each subscription as promptly
as possible.

     

    (b)  With respect to Shares
sold to participants in an Additional Selling Agent's “wrap account” program and
which participate in such program, the Wholesaler shall still receive the same
Distribution Fee as listed in Section 2(a) provided the Wholesaler meets the
eligibility requirements to receive such compensation.

     

    (c)  Furthermore, the
Company shall not compensate the Wholesaler unless the wholesaler is legally
qualified and permitted to receive such compensation.

     

    (d)  The Company shall also
reimburse the Wholesaler for all costs and expenses incurred in connection with
bona fide due diligence activities upon presentation of itemized and detailed
invoices.

     

    
      
         

      

      
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    (e)  Notwithstanding any
other provision of this Agreement to the contrary, the Company shall have sole
discretion to accept or reject any subscription for the Shares in whole or in
part.

     

    (f)  The Company agrees to
make all payments to the Wholesaler pursuant to Sections 2(a) and (b)
substantially concurrently with the acceptance of a subscriber as a stockholder
by the Trust but in no event no later than 10 business days following the end of
each month in which compensation is earned.

     

    3.  Representations
and Warranties of the Trust and the Company

     

    (a) The
Trust represents and warrants to the Wholesaler that:

     

    (i)  The Trust is a
corporation duly incorporated and validly existing under and by virtue of the
laws of the State of Maryland and is in good standing with the State of Maryland
Department of Assessments and Taxation, and has full power and authority under
its Articles of Incorporation and Bylaws, as amended, to conduct its business as
described in the Registration Statement and Prospectus and to issue, sell and
deliver the Shares.  The Trust is duly registered and qualified to
conduct its business, and is in good standing, in each jurisdiction or place
where the conduct of its business requires such registration or qualification,
except where the failure so to register or qualify does not have a material
adverse effect on the condition (financial or other), prospects, earnings,
business, properties, net worth or results of operations of the Trust and its
subsidiaries taken as a whole, whether or not arising from transactions in the
ordinary course of business.

     

    (ii)  Except with respect to
the State of Ohio, the Trust has all federal and state government and regulatory
approvals and licenses, and is maintaining on a current basis all filings and
registrations with federal and state governmental and regulatory agencies
required to conduct its business, all as described in the Registration Statement
and Prospectus.

     

    (b) The
Company represents and warrants to the Wholesaler that:

     

    (i)  It is a limited
liability company duly organized and validly existing and in good standing under
the laws of the State of New York and has full corporate power to perform its
obligations and enter into the transactions described in the Registration
Statement and Prospectus, as the same may be amended or supplemented. The
Company is duly registered and qualified to conduct its business, and is in good
standing, in each jurisdiction or place where the conduct of its business
requires such registration or qualification, except where the failure so to
register or qualify does not have a material adverse effect on the condition
(financial or other), prospects, earnings, business, properties, net worth or
results of operations of the Company and its subsidiaries taken as a whole,
whether or not arising from transactions in the ordinary course of business. All
of the present principals of the Company are identified as such in the
Registration Statement and Prospectus.

     

    
      
         

      

      
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    (ii)  It has all federal and
state governmental and regulatory approvals, and maintains and will maintain on
a current basis all filings and registrations with federal and state
governmental and regulatory agencies required to act as described in the
Registration Statement and Prospectus, and the performance of such actions will
not violate or result in a breach of any provision of its articles of
organization, certificate of formation or operating agreement or any agreement,
instrument, order, law or regulation binding upon it.

     

    4.  Representations
and Warranties of the Wholesaler

     

    The
Wholesaler represents and warrants to the Trust and the Company:

     

    (a)  The Wholesaler is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware, is a member in good standing of FINRA and has
full power and authority to act as selling agent in the manner contemplated by
this Agreement.  The Wholesaler is duly registered and qualified to
conduct its business, and is in good standing, in each jurisdiction or place
where the conduct of its business requires such registration or qualification,
except where the failure so to register or qualify does not have a material
adverse effect on the condition (financial or other), prospects, earnings,
business, properties, net worth or results of operations of the Wholesaler and
its subsidiaries taken as a whole, whether or not arising from transactions in
the ordinary course of business.

     

    (b)  The Wholesaler is in
good standing and in compliance with all applicable broker-dealer registration
requirements in the places where it engages in the activities contemplated
herein and all such laws and applicable rules and regulations of FINRA and other
self-regulatory organizations.

     

    (c)  In particular, and not
by way of limitation, the Wholesaler represents and warrants that it is familiar
with FINRA Rule 2310 and that it will comply fully with all the terms thereof to
the extent FINRA Rule 2310 applies to the conduct contemplated
herein.

     

    (d)  The Wholesaler and its
representatives have all required federal and state governmental and regulatory
approvals and licenses and have made all filings and registrations with federal
and state governmental and regulatory agencies required to conduct their
business and to perform their obligations under this Agreement. The performance
of the obligations of the Wholesaler under this Agreement will not violate or
result in a breach of any provisions of its articles of incorporation or bylaws
or any agreement, instrument, order, law or regulation binding upon
it.

     

    5.  Covenants
of the Company

     

    (a)  The Company will notify
the Wholesaler immediately (i) when any amendment to the Registration Statement
shall have become effective and (ii) of the issuance by the SEC or any other
Federal or state regulatory body of any order suspending the effectiveness of
the Registration Statement under the Securities Act of 1933, as amended (the
“1933 Act”), or the
registration of Shares under the Blue Sky or securities laws of any state or
other jurisdiction or any order or decree enjoining the offering or the use of
the Prospectus or of the institution, or notice of the intended institution, of
any action or proceeding for that purpose.

     

    
      
         

      

      
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    (b)  The Company, at its
cost, will deliver to the Wholesaler as promptly as practicable from time to
time during the period when the Prospectus is required to be delivered under the
1933 Act, such number of copies of the Prospectus (as amended or supplemented)
as the Wholesaler may reasonably request for the purposes contemplated by the
1933 Act or any rules or regulations thereunder.

     

    (c)  The Company will
furnish to the Wholesaler a reasonable number of copies of any amendment or
amendments of, or supplement or supplements to, the Prospectus.

     

    6.  Indemnification

     

    (a) 
Each of the Company and the Trust agree to indemnify and hold harmless the
Wholesaler against any and all losses, claims, damages, costs, expenses,
liabilities, joint or several (including any investigatory, legal and other
expenses incurred in connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claim asserted), and actions to which they, or
any of them, may become subject under the Securities Act, the Securities
Exchange Act of 1934, as amended, other federal or state statute, law or
regulation, at common law or otherwise, insofar as such losses, claims, damages,
costs, expenses, liabilities or actions do not arise out of or are not based
upon any action or omission of the Wholesaler constituting negligence,
misconduct, or violation of this Agreement or applicable laws or
regulations.

     

    (b) 
The Wholesaler agrees to indemnify and hold harmless each of the Trust and the
Company to the same extent as the foregoing indemnity from each of the Company
and the Trust set forth in Section 6(a), but only insofar as such losses,
claims, damages, costs, expenses, liabilities or actions arise out of or are
based upon acts or omissions of the Wholesaler constituting negligence,
misconduct or violation of this Agreement or applicable laws or
regulations.

     

    (c) 
Notwithstanding any other provision of this Agreement, indemnification of the
Company or its controlling persons by the Trust shall be permitted only to the
extent permitted by the Trust’s Articles of Incorporation and Bylaws, as
amended.

     

    (d) 
Any party which proposes to assert the right to be indemnified under this
Section 6 will, promptly after receipt of notice of commencement of any action,
suit or proceeding against such party in respect of which a claim is to be made
against an indemnified party under this Section 6, notify each such indemnifying
party of the commencement of such action, suit or proceeding, enclosing a copy
of all papers served, and the failure so to notify such indemnifying party of
any such action, suit or proceeding shall relieve it from any liability which it
may have to any indemnified party under this Section 6 to the extent, and only
to the extent, that such failure was prejudicial to the indemnifying
party.  In no event shall any such failure relieve an indemnifying
party of any liability which it may have to an indemnified party otherwise than
under this Section.  In case any such action, suit or proceeding shall
be brought against any indemnified party, and such party shall notify the
indemnifying part of the commencement thereof, the indemnifying party shall be
entitled to participate therein, and, if it shall wish, individually or jointly
with any other indemnifying party, to assume (have such other party assume) the
defense thereof, with counsel reasonably satisfactory to such indemnified party,
and, after notice from the indemnifying party to such indemnified party of its
election (or the election of such other party) so to assume the defense thereof,
the indemnifying party shall not be liable to such indemnified party for any
legal or other expenses, other than reasonable costs of investigation requested
by the indemnifying party (or such other party), subsequently incurred by such
identified party in connection with the defense thereof.  The
indemnified party shall have the right to employ its counsel in any such action,
but the reasonable fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the employment by counsel by such indemnified
party has been authorized by the indemnifying party (or such other indemnifying
part as may have assumed the defense of the action in question), (ii) the
indemnified party shall have reasonable concluded that there may be a conflict
of interest between the indemnifying party (or such other  party) and
the indemnified party in the conduct of the defense of such action (in which
case the indemnifying party [or such other party] shall not have the right to
direct the defense of such action on behalf of the indemnified party) or (iii)
the indemnifying party shall not in fact have employed counsel to assume the
defense of such action, in each of which cases the reasonable fees and expenses
of counsel shall be at the expense of the indemnifying party (subject to
possible reimbursement of the indemnifying party by such other
party).  An indemnifying party shall not be liable for any settlement
of any action or claim affected without its consent.

     

    
      
         

      

      
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    (e) 
The exculpation provisions of the Trust’s Articles of Incorporation and Bylaws
shall not relieve the Company or its principals from any liability they may have
or incur to the Trust under this Agreement.

     

    7.  Relationship
of Wholesalers, Additional Selling Agents and the Company

     

    The
obligations of each of the Wholesaler and the Additional Selling Agents are
several and not joint.  Nothing herein contained shall constitute the
Wholesaler and the Additional Selling Agents, or any of them, as an association,
partnership, unincorporated business or other separate entity.  The
Company and the Trust shall be under no liability to the Wholesaler except for
lack of good faith and for obligations expressly assumed by the Company and the
Trust in this Agreement.

     

    8.  Termination

     

    (a) 
This Agreement shall terminate upon the execution and effectiveness of that
certain Assignment and Amendment of the Managing Dealer Agreement between the
Wholesaler and the Trust.

     

    (b) 
In the event that the Assignment and Amendment of the Managing Dealer Agreement
between the Wholesaler and the Trust is not executed, this Agreement shall be
terminable by either the Wholesaler, the Company or the Trust, with a thirty
(30) day notice to cure first being provided, upon breach of the Wholesaler, the
Company or the Trust, as the case may be, or non-compliance by the Wholesaler,
the Company or the Trust, as the case may be, with any material term or
condition of this Agreement.  A party has 30 days from receipt of such
notice to cure any breach or non-compliance, in which case this Agreement shall
continue with full force and effect.

     

    (c) 
The termination of this Agreement for any reason shall not affect (i) the
obligation of the Company to pay the Distribution Fees accrued and reimburse
costs and expenses incurred prior to the termination hereof, (ii) the
Wholesaler’s obligations under the second sentence of Section 7 hereof, or (iii)
the indemnification obligations under Section 6 hereof.

     

    
      
         

      

      
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    (d) 
If the termination of this Agreement is not pursuant to Section 8(a), the
Company will continue to compensate Wholesaler on all new subscription
agreements received from the Additional Selling Agents on this or any future
offering by the Trust.

     

    9.  Confidentiality

     

    (a) 
The Company hereby covenants and agrees that under no circumstances will it
solicit any Selling Agent to become an Additional Selling Agent whose name
became known to the Company in connection with the performance of the
Wholesaler’s obligations hereunder.

     

    (b) 
The Wholesaler hereby covenants and agrees that it will not enter into any
selling agreement with any selling agent without the Company’s
consent.

     

    10.  
Amendment

     

    The
Company shall amend this Agreement as necessary, in the reasonable opinion of
counsel to the Company, to comply with applicable law or the requirements of any
governmental or self-regulatory body or agency.  If the Wholesaler
does not agree to such amendment, notwithstanding the provisions of Sections
8(a) and 8(b) hereof or any other provision herein to the contrary, the Company,
the Trust or the Wholesaler may terminate this Agreement with immediate effect
by giving all other parties written notice of termination.

     

    11.  
Miscellaneous

     

    (a) 
This Agreement shall be binding upon and inure to the benefit of the respective
successors and permitted assigns of the parties hereto; provided, however, that
a party hereto may not assign any rights, obligations, or liabilities hereunder
without the prior written consent of the other parties.

     

    (b) 
All notices required or desired to be delivered under this Agreement shall be in
writing and shall be effective when delivered personally on the day delivered
or, when given by registered mail, postage prepaid, return receipt requested, on
the day of receipt, addressed as follows (or to such other address as the party
entitled to notice shall hereafter designate in accordance with the terms
hereof):

     

    
      
         

      

      
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    If to the
Company:

    
 

    President & CEO

    Lightstone Securities, LLC

    1 International Blvd.

    Mahweh,
NJ  07302

     

    If to the
Trust:

    
 

    Lightstone Value Plus Real Estate
Investment Trust II, Inc.

    1 International Blvd.

    Mahweh,
NJ  07302

     

    If to the
Wholesaler:

     

    ICON Securities Corp.

    120 Fifth Avenue

    Eighth Floor

    New York,
NY  10011

    Attn: President

     

    (c) 
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York without regard to the principles of choice of the law
thereof.

     

    (d) 
All captions used in this Agreement are for convenience only, are not a part
hereof and are not to be used in construing or interpreting any aspect
hereof.

     

    (e) 
This Agreement may be executed in counterparts, each such counterpart to be
deemed an original but which all together shall constitute one and the same
instrument.

     

    (f) 
This Agreement may not be amended except by the express written consent of the
parties hereto.  No waiver of any provision of this Agreement may be
implied from any course of dealing between or among any of the parties hereto or
from any failure by any party hereto to assert its rights under hits Agreement
on any occasion or series of occasions.

     

    (g) 
The provisions of this Agreement shall survive the termination of this Agreement
with respect to any matter arising while this Agreement was in
effect.

     

    (h) 
If any provision of this Agreement, or the application of any provision to any
person or circumstance, shall be held to be inconsistent with any law, ruling,
rule or regulation, the remainder of this Agreement or the application of the
provision to persons or circumstances other than those as to which it
is  held inconsistent, shall not be affected thereby.

     

    
      
         

      

      
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    If the
foregoing is in accordance with your understanding of our Agreement, please sign
and return a counterpart hereof whereupon this instrument along with all
counterparts will become a binding agreement between us in accordance with its
terms.

     

    LIGHTSTONE
VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC. (solely for purposes of
Sections 3(a), 6, 7, 8, 10 and 11)

     

    
      
        
          
            
              
                	 
      	
                        By:

                      	
                        /s/
      David Lichtenstein

                      	 
	 
      	 
      	
                        Name:
      David Lichtenstein

                      	 
	 
      	 
      	
                        Title:
      CEO

                      	 


              

            

          

        

      

    

    


     

    LIGHTSTONE
SECURITIES, LLC

     

    
      
        
          
            
              
                	 
      	
                        By:

                      	
                        /s/
      David Lichtenstein

                      	 
	 
      	 
      	
                        Name:
      David Lichtenstein

                      	 
	 
      	 
      	
                        Title:
      CEO

                      	 


              

            

          

        

      

    

     

     

    CONFIRMED
AND ACCEPTED

     

    ICON
SECURITIES CORP.

     

    
      
        
          	
                  By:

                	
                  /s/
      Michael Reisner

                	 
	 
      	
                  Name:
      Michael Reisner

                	 
	 
      	
                  Title:
      Director

                	 


        

      

    

    


    


    


    
      
         

      

      
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    Exhibit
1

    


    Form of
Additional Selling Agent Agreement

     

     

     

     

     

     

    
      
         

      

      
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