UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): November 11, 2010
Lightstone
Value Plus Real Estate Investment Trust II, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Maryland
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000-54047
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83-0511223
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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1985
Cedar Bridge Avenue, Suite 1
Lakewood,
New Jersey 08701
(Address,
including zip code, of Principal Executive Offices)
Registrant’s
telephone number, including area code: (732) 367-0129
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry into Material Definitive
Agreements.
On
November 11, 2010, Lightstone Value Plus Real Estate Investment Trust II, Inc.
(the “Company”) and Lightstone Securities LLC (the “Dealer Manger”), the dealer
manager for the Company’s offering of shares of its common stock (the “Shares”),
entered into a wholesaling agreement with ICON Securities Corp. (“ICON”)
pursuant to which ICON will support the Dealer Manager’s wholesaling efforts on
behalf of the Company. Under the agreement, ICON has agreed to identify
and introduce the Company and the Dealer Manager to additional selling
agents, assist the Dealer Manager with the sale of the Shares through such
additional selling agents, and provide other assistance to the Dealer Manager in
connection with the marketing of the sale of the Shares. The Dealer Manager will
pay to ICON a distribution fee equal to 3% of the purchase price of the Shares
sold by each additional selling agent out of the distribution fee received by
the Dealer Manager from the Company.
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SIGNATURES
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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LIGHTSTONE
VALUE PLUS REAL
ESTATE
INVESTMENT TRUST II, INC.
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Date:
November 18, 2010
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By:
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/s/ Donna
Brandin
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Donna
Brandin
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Chief
Financial Officer and Treasurer
(Principal
Financial and Accounting Officer)
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