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FORM OF SOLICITING DEALERS AGREEMENT

 

LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC.

 

Ladies and Gentlemen:

 

We have entered into an Assignment and Amendment of Dealer Manager Agreement, as amended (the “ Dealer Manager Agreement ”) which is a part hereof and attached hereto, with Lightstone Value Plus Real Estate Investment Trust II, Inc., a Maryland corporation (the “ Company ”), under which we have agreed to use our best efforts to solicit subscriptions for the shares of Common Stock (the “ Shares ”) in the Company. The Company is offering to the public an aggregate maximum of up to 22,500,000 Shares at a price of $10 per Share on a “best efforts” basis and up to 2,500,000 Shares issued pursuant to the Distribution Reinvestment Program at a price of $9.50 per Share (the “ Offering ”). Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Registration Statement (as defined below).

 

In connection with the performance of our obligations under Section 2 of the Dealer Manager Agreement, we are authorized to retain the services of securities dealers who are members of the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) to solicit subscriptions (the “ Soliciting Dealers ”). You are hereby invited to become a Soliciting Dealer and, as such, to use your best efforts to solicit subscribers for Shares, in accordance with the following terms and conditions:

 

(1) A registration statement on Form S-11, as amended (the “ Registration Statement ”), with respect to the 22,500,000 Shares has been filed with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Act ”), and has become effective. The 25,000,000 Shares and the Offering are more particularly described in the enclosed prospectus, as amended and supplemented (the “ Prospectus ”), which forms a part of the Registration Statement. Additional copies of the Prospectus will be supplied to you in reasonable quantities upon request. We will also provide you with reasonable quantities of any supplemental literature prepared by the Company in connection with the Offering.

 

(2) Solicitation and other activities by the Soliciting Dealers hereunder shall be undertaken only in accordance with the Dealer Manager Agreement, this Agreement, the Act, the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), the applicable rules and regulations of the Commission, the Blue Sky Survey hereinafter referred to and the rules and regulations of FINRA. In offering to sell the Shares to any person, each Soliciting Dealer shall have reasonable grounds to believe (based on such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by you after due inquiry) that: (i) such person is or will be in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus, including the tax benefits to the extent they are a significant aspect of the Company, and has a net worth sufficient to sustain the risks inherent in the Company, including loss of investment and lack of liquidity; (ii) the purchase of the Shares is otherwise suitable for such person, and each Soliciting Dealer shall maintain records disclosing the basis upon which each Soliciting Dealer determined the suitability of any persons offered Shares; and (iii) such person, unless otherwise specified below, has either: (a) a minimum annual gross income of $70,000 and a minimum net worth (exclusive of home, home furnishings and automobiles) of $70,000; or (b) a minimum net worth (determined with the foregoing exclusions) of $250,000.

 

If an investor is a resident of Kentucky, the investor must have either (a) a net worth of at least $250,000 or (b) an annual gross income of at least $70,000 and a minimum net worth of at least $70,000, with the amount invested in the Offering not to exceed 10% of the Kentucky investor’s liquid net worth.

 

If an investor is a resident of Massachusetts, Michigan, Oregon, Pennsylvania or Washington, the investor must have either (a) a net worth of at least $250,000 or (b) an annual gross income of at least $70,000 and a minimum net worth of at least $70,000. The investor’s maximum investment in the Company and its affiliates cannot exceed 10% of the Massachusetts, Michigan, Oregon, Pennsylvania or Washington resident’s net worth.

 

 

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If an investor is a resident of Arkansas or Iowa, the investor must have either (a) a net worth of at least $350,000 or (b) an annual gross income of at least $70,000 and a minimum net worth of at least $100,000. In addition, Shares will only be sold to Arkansas or Iowa residents that have a combined liquid net worth of at least ten (10) times the amount of their investment in the Company and other similar programs.

 

If an investor is a resident of Kansas, Missouri or California, in addition to the general suitability requirements described above, it is recommended that investors should invest no more than ten percent (10%) of their liquid net worth in the Shares and securities of other real estate investment trusts. ‘‘Liquid net worth’’ is defined as that portion of net worth (total assets minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities.

 

If an investor is a resident of Alabama, in addition to the general suitability requirements described above, Shares will only be sold to Alabama residents who represent that they have a liquid net worth of at least ten (10) times the amount of their investment in the Company and other similar programs.

 

If an investor is a resident of Tennessee, in addition to the general suitability requirements described above, Tennessee residents’ maximum investment in the Company and its affiliates must not exceed ten percent (10%) of their liquid net worth.

 

Each Soliciting Dealer agrees to: (i) to deliver a Prospectus, at or prior to the tender of a subscription agreement (the “ Subscription Agreement ”), to each person who subscribes for the Shares; (ii) comply promptly with the written request of any person for a copy of the Prospectus during the period between the effective date of the Registration Statement and the termination of the Offering; (iii) deliver in accordance with applicable law or as prescribed by any state securities administrator to any person a copy of any prescribed document included within the Registration Statement; (iv) maintain in its files for at least six years, documents disclosing the basis upon which the determination of suitability was reached as to each purchaser of Shares and (v) not purchase any Shares for a discretionary account without obtaining the prior written approval of your customer and his or her s


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