EX-4.1



 Exhibit 4.1 

HIGHLANDS REIT, INC. 

ARTICLES OF AMENDMENT AND RESTATEMENT 

FIRST: Highlands REIT, Inc., a Maryland corporation (the “Corporation”), desires to amend and restate its charter as
currently in effect and as hereinafter amended. 
 SECOND: The following provisions are all the provisions of the charter currently
in effect and as hereinafter amended: 
 ARTICLE I 

INCORPORATOR 
 Scott W.
Wilton, whose address is c/o InvenTrust Properties Corp., 2809 Butterfield Road, Oak Brook, IL, 60523, being at least 18 years of age, formed a corporation under the general laws of the State of Maryland on December 16, 2015. 

ARTICLE II 
 NAME

 The name of the corporation (the “Corporation”) is: 

Highlands REIT, Inc. 
 ARTICLE
III 
 PURPOSE 
 The
purposes for which the Corporation is formed are to engage in any lawful act or activity (including, without limitation or obligation, engaging in business as a real estate investment trust under the Internal Revenue Code of 1986, as amended, or any
successor statute (the “Code”)) for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force. For purposes of the charter of the Corporation (the “Charter), “REIT”
means a real estate investment trust under Sections 856 through 860 of the Code. 







 ARTICLE IV 

PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT 

The address of the principal office of the Corporation in the State of Maryland is c/o The Corporation Trust Incorporated, 351 West Camden
Street, Baltimore, Maryland 21201. The name of the resident agent of the Corporation in the State of Maryland is The Corporation Trust Incorporated, whose post office address is 351 West Camden Street, Baltimore, Maryland 21201. The resident agent
is a Maryland corporation. 
 ARTICLE V 

PROVISIONS FOR DEFINING, LIMITING 

AND REGULATING CERTAIN POWERS OF THE 

CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS 

Section 5.1 Number of Directors. The business and affairs of the Corporation shall be managed under the direction of the Board of
Directors. The number of directors of the Corporation initially shall be one, which number may be increased or decreased only by the Board of Directors pursuant to the Bylaws of the Corporation (the “Bylaws”), but shall never be less than
the minimum number required by the Maryland General Corporation Law (the “MGCL”). The name of the director who shall serve until his successor is duly elected and qualifies is: 

Richard Vance 
 Any vacancy on the Board of
Directors may be filled in the manner provided in the Bylaws. 
 The Corporation elects, at such time as it becomes eligible under
Section 3-802 of the MGCL to make the election provided for under Section 3-804(c) of the MGCL, that, except as may be provided by the Board of Directors in setting the terms of any class or series of Preferred Stock (as defined herein),
any and all vacancies on the Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy
shall serve for the remainder of the full term of the directorship in which such vacancy occurred and until a successor is duly elected and qualifies. 

  
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 Section 5.2 Extraordinary Actions. Except as specifically provided in
Section 5.8 (relating to removal of directors) and in the last sentence of Article VIII (relating to certain charter amendments), notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative
vote of stockholders entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of stockholders entitled to cast a majority
of all the votes entitled to be cast on the matter. 
 Section 5.3 Authorization by Board of Stock Issuance. The Board of
Directors may authorize the issuance from time to time of shares of stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether
now or hereafter authorized, for such consideration as the Board of Directors may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in
the Charter or the Bylaws. 
 Section 5.4 Preemptive and Appraisal Rights. Except as may be provided by the Board of Directors
in setting the terms of classified or reclassified shares of stock pursuant to Section 6.4 or as may otherwise be provided by a contract approved by the Board of Directors, no holder of shares of stock of the Corporation shall, as such holder,
have any preemptive right to purchase or subscribe for any additional shares of stock of the Corporation or any other security of the Corporation which it may issue or sell. Holders of shares of stock shall not be entitled to exercise any rights of
an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, upon the affirmative vote of a majority of the Board of Directors and upon such terms and conditions as specified by
the Board of Directors, shall determine that such rights apply, with respect to all or any shares of all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders
of such shares would otherwise be entitled to exercise such rights. 

  
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 Section 5.5 Indemnification. The Corporation shall have the power, to the maximum
extent permitted by Maryland law in effect from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (a) any individual who is a present or former
director or officer of the Corporation or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner, member, manager or trustee of another
corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such
person may incur by reason of his or her service in such capacity. The Corporation shall have the power, with the approval of the Board of Directors, to provide such indemnification and advancement of expenses to a person who served a predecessor of
the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. 

  
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 Section 5.6 Determinations by Board. The determination as to any of the following
matters, made by or pursuant to the direction of the Board of Directors, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock: the amount of the net income of the Corporation for any period
and the amount of assets at any time legally available for the payment of dividends, the acquisition of its stock or the payment of other distributions on its stock; the amount of paid-in surplus, net assets,
other surplus, cash flow, funds from operations, adjusted funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or
decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been set aside, paid or discharged); any
interpretation or resolution of any ambiguity with respect to any provision of the Charter (including any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other
distributions, qualifications or terms or conditions of redemption of any shares of any class or series of stock of the Corporation) or of the Bylaws; the number of shares of stock of any class or series of the Corporation; the fair value, or any
sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or of any shares of stock of the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the
Corporation; any interpretation of the terms and conditions of one or more agreements with any person, corporation, association, company, trust, partnership (limited or general) or other entity; the compensation of directors, officers, employees or
agents of the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or Bylaws or otherwise to be determined by the Board of Directors. 

  
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 Section 5.7 REIT Qualification. If the Corporation elects to qualify as a REIT, the
Board of Directors shall use its reasonable best efforts to take such actions as it determines are necessary or appropriate to preserve the status of the Corporation as a REIT; however, if the Board of Directors determines that it is no longer in
the best interests of the Corporation to attempt to, or continue to, qualify as a REIT, the Board of Directors may authorize the Corporation to revoke or otherwise terminate the Corporation’s REIT election pursuant to Section 856(g) of the
Code. The Board of Directors, in its sole and absolute discretion, also may (a) determine that compliance with any restriction or limitation on stock ownership and transfers set forth in Article VII is no longer required for REIT qualification
and (b) make any other determination or take any other action pursuant to Article VII. 
 Section 5.8 Removal of Directors.
Subject to the rights of holders of one or more classes or series of Preferred Stock to elect or remove one or more directors, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and then only
by the affirmative vote of stockholders entitled to cast at least two thirds of the votes entitled to be cast generally in the election of directors. For the purpose of this paragraph, “cause” shall mean, with respect to any particular
director, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty. 

Section 5.9 Corporate Opportunities. The Corporation shall have the power to renounce, by resolution of the Board of Directors,
any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities or classes or categories of business opportunities that are (a) presented to the Corporation or (b) developed by
or presented to one or more directors or officers of the Corporation. 

  
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 ARTICLE VI 

STOCK 
 Section 6.1
Authorized Shares. The Corporation has authority to issue 1,050,000,000 shares of stock, consisting of 1,000,000,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), and 50,000,000 shares of Preferred Stock, $0.01
par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $10,500,000. If shares of one class of stock are classified or reclassified into shares of another class of stock
pursuant to Section 6.2, 6.3 or 6.4 of this Article VI, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the
number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of
this paragraph. The Board of Directors, with the approval of a majority of the entire Board and without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares
of stock or the number of shares of stock of any class or series that the Corporation has authority to issue. 
 Section 6.2 Common
Stock. Subject to the provisions of Article VII and except as may otherwise be specified in the Charter, each share of Common Stock shall entitle the holder thereof to one vote. The Board of Directors may reclassify any unissued shares of Common
Stock from time to time into one or more classes or series of stock. 

  
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 Section 6.3 Preferred Stock. The Board of Directors may classify any unissued shares
of Preferred Stock and reclassify any previously classified but unissued shares of Preferred Stock of any series from time to time, into one or more classes or series of stock. 

Section 6.4 Classified or Reclassified Shares. Prior to issuance of classified or reclassified shares of any class or series, the
Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of stock of the Corporation; (b) specify the number of shares to be included in the class or series;
(c) set or change, subject to the provisions of Article VII and subject to the express terms of any class or series of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and
Taxation of Maryland (“SDAT”). Any of the terms of any class or series of stock set or changed pursuant to clause (c) of this Section 6.4 may be made dependent upon facts or events ascertainable outside the Charter (including
determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such
class or series of stock is clearly and expressly set forth in the articles supplementary or other Charter document. 
 Section 6.5
Stockholders’ Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the holders of Common Stock entitled to vote generally in the election of directors may be taken without a meeting by consent, in
writing or by electronic transmission, in any manner and by any vote permitted by the MGCL and set forth in the Bylaws. 

  
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 Section 6.6 Charter and Bylaws. The rights of all stockholders and the terms of all
stock are subject to the provisions of the Charter and the Bylaws. The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of the Bylaws and to make new Bylaws. 

Section 6.7 Distributions. The Board of Directors from time to time may authorize the Corporation to declare and pay to
stockholders such dividends or other distributions in cash or other assets of the Corporation or in securities of the Corporation, including in shares of one class or series of the Corporation’s stock payable to holders of shares of another
class or series of stock of the Corporation, or from any other source as the Board of Directors in its sole and absolute discretion shall determine. The exercise of the powers and rights of the Board of Directors pursuant to this Section 6.7
shall be subject to the provisions of any class or series of shares of the Corporation’s stock at the time outstanding. 
 ARTICLE
VII 
 RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES 

Section 7.1 Definitions. For the purpose of this Article VII, the following terms shall have the following meanings: 

Beneficial Ownership. The term “Beneficial Ownership” shall mean ownership of shares of Capital Stock by a Person, whether the
interest in the shares of Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that are actually owned or would be treated as owned through the application of Section 544 of the Code, as modified by
Sections 856(h)(1)(B) and 856(h)(3)(A) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings. 

  
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 Business Day. The term “Business Day” shall mean any day, other than a Saturday
or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close. 

Capital Stock. The term “Capital Stock” shall mean all classes or series of stock of the Corporation, including, without
limitation, Common Stock and Preferred Stock. 
 Charitable Beneficiary. The term “Charitable Beneficiary” shall mean one or
more beneficiaries of the Trust as determined pursuant to Section 7.3.6, provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for
deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code. 
 Constructive Ownership. The term “Constructive
Ownership” shall mean ownership of shares of Capital Stock by a Person, whether the interest in the shares of Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that are actually owned or would be
treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall
have the correlative meanings. 
 Excepted Holder. The term “Excepted Holder” shall mean a Person for whom an Excepted
Holder Limit is created by the Board of Directors pursuant to Section 7.2.7. 
 Excepted Holder Limit. The term “Excepted
Holder Limit” shall mean the percentage limit established by the Board of Directors pursuant to Section 7.2.7, which limit may be expressed, in the discretion of the Board of Directors, as one or more percentages and/or numbers of shares
of Capital Stock, and may apply with respect to one or more classes of Capital Stock or to all classes of Capital Stock in the aggregate, provided that the affected Excepted Holder agrees to comply with any requirements established by the Charter or
by the Board of Directors pursuant to Section 7.2.7 and subject to adjustment pursuant to Section 7.2.8. 

  
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 Individual. The term “Individual” means an individual, a trust qualified under
Section 401(a) or 501(c)(17) of the Code, a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, or a private foundation within the meaning of Section 509(a)
of the Code, provided that, except as set forth in Section 856(h)(3)(A)(ii) of the Code, a trust described in Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code shall be excluded from this definition. 

Initial Date. The term “Initial Date” means the earlier of (i) the date on which InvenTrust distributes shares of Common
Stock held by InvenTrust to the holders of shares of common stock of InvenTrust or (ii) such other date as determined by the Board of Directors in its sole and absolute discretion. 

InvenTrust. The term “InvenTrust” means InvenTrust Properties Corp., a Maryland corporation. 

Market Price. The term “Market Price” on any date shall mean, with respect to any class or series of outstanding shares of
Capital Stock, the Closing Price for such Capital Stock on such date. The “Closing Price” on any date shall mean the last reported sale price for such Capital Stock, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, for such Capital Stock, in either case as reported on the principal Stock Exchange on which such Capital Stock is listed or admitted to trading or, if such Capital Stock is not listed or
admitted to trading on any Stock Exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market,
as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no longer in use, the principal other automated quotation system that may then be in use or, if such Capital Stock is not quoted by
any such system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Capital Stock selected by the Board of Directors or, in the event that no trading price is available for such
Capital Stock, the fair market value of the Capital Stock, as determined by the Board of Directors. 

  
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 Person. The term “Person” shall mean an Individual, corporation, partnership,
limited liability company, estate, trust, association, joint stock company, government, government subdivision, agency or instrumentality or other entity and also includes a group as that term is used for purposes of Rule 13d-5(b) or
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and a group to which an Excepted Holder Limit applies. 

Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported Transfer (or other event), any Person
who, but for the provisions of Section 7.2.1, would Beneficially Own or Constructively Own shares of Capital Stock in violation of the provisions of Section 7.2.1(a), and if appropriate in the context, shall also mean any Person who would
have been the record owner of the shares that the Prohibited Owner would have so owned. 
 Restriction Termination Date. The term
“Restriction Termination Date” shall mean the first day after the Initial Date on which the Board of Directors determines pursuant to Section 5.7 of the Charter that it is no longer in the best interests of the Corporation to attempt
to, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of shares of Capital Stock set forth herein is no longer required in order for the
Corporation to qualify as a REIT. 

  
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 Stock Exchange. The term “Stock Exchange” shall mean any national securities
exchange or automated inter-dealer quotation system. 
 Stock Ownership Limit. The term “Stock Ownership Limit” shall mean
nine and eight-tenths percent (9.8%) in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of Capital Stock excluding any outstanding shares of Capital Stock not treated as outstanding
for federal income tax purposes, or such other percentage determined from time to time by the Board of Directors in accordance with Section 7.2.8 of the Charter. 

Transfer. The term “Transfer” shall mean any issuance, sale, transfer, gift, assignment, devise or other disposition, as well
as any other event that causes any Person to acquire, or change its percentage of, Beneficial Ownership or Constructive Ownership of Capital Stock or the right to vote or receive dividends on Capital Stock, or any agreement to take any such actions
or cause any such events, including (a) the granting or exercise of any option (or any disposition of any option), (b) any disposition of any securities or rights convertible into or exchangeable for Capital Stock or any interest in
Capital Stock or any exercise of any such conversion or exchange right and (c) Transfers of interests in other entities that result in changes in Beneficial Ownership or Constructive Ownership of Capital Stock; in each case, whether voluntary
or involuntary, whether owned of record, Beneficially Owned or Constructively Owned and whether by operation of law or otherwise. The terms “Transferring” and “Transferred” shall have the correlative meanings. 

  
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 TRS. The term “TRS” shall mean a taxable REIT subsidiary (as defined in
Section 856(l) of the Code) of the Corporation. 
 Trust. The term “Trust” shall mean any trust provided for in
Section 7.3.1. 
 Trustee. The term “Trustee” shall mean the Person unaffiliated with the Corporation and a Prohibited
Owner, that is appointed by the Corporation to serve as trustee of the Trust. 
 Section 7.2 Capital Stock. 

Section 7.2.1 Ownership Limitations. During the period commencing on the Initial Date and prior to the Restriction Termination
Date, but subject to Section 7.4: 
 (a) Basic Restrictions. 

(i) Except as provided in Section 7.2.7 hereof, (1) no Person, other than an Excepted Holder, shall Beneficially Own or
Constructively Own shares of Capital Stock in excess of the Stock Ownership Limit and (2) no Excepted Holder shall Beneficially Own or Constructively Own shares of Capital Stock in excess of the Excepted Holder Limit for such Excepted Holder.

 (ii) Except as provided in Section 7.2.7 hereof, no Person shall Beneficially Own shares of Capital Stock to the extent that such
Beneficial Ownership of shares of Capital Stock could result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a
taxable year). 

  
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 (iii) Except as provided in Section 7.2.7 hereof, no Person shall Beneficially Own or
Constructively Own shares of Capital Stock to the extent such Beneficial Ownership or Constructive Ownership would cause the Corporation to Constructively Own ten percent (10%) or more of the ownership interests in a tenant (other than a TRS)
of the Corporation’s real property within the meaning of Section 856(d)(2)(B) of the Code. 
 (iv) No Person shall Beneficially
Own or Constructively Own shares of Capital Stock to the extent that such Beneficial Ownership or Constructive Ownership of shares of Capital Stock could result in the Corporation otherwise failing to qualify as a REIT. 

(v) Except as provided in Section 7.2.7 hereof, any Transfer of shares of Capital Stock that, if effective, would result in the Capital
Stock being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Capital Stock.

 Without limitation of the application of any other provision of this Article VII, it is expressly intended that the restrictions on
ownership and Transfer described in this Section 7.2.1 of Article VII shall apply to restrict the rights of any members or partners in limited liability companies or partnerships to exchange their interest in such entities for shares of Capital
Stock. 
 (b) Transfer in Trust. If any Transfer of shares of Capital Stock (whether or not such Transfer is the result of a
transaction entered into through the facilities of any Stock Exchange) (or other event) occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Capital Stock in violation of
Section 7.2.1(a)(i), (ii), (iii) or (iv), 

  
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 (i) then that number of shares of the Capital Stock, the Beneficial Ownership or Constructive
Ownership of which otherwise would cause such Person to violate Section 7.2.1(a)(i), (ii), (iii) or (iv) (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable
Beneficiary, as described in Section 7.3, effective as of the close of business on the Business Day prior to the date of such Transfer (or other event), and such Person shall acquire no rights in such shares; or 

(ii) if the transfer to the Trust described in clause (i) of this Section 7.2.1(b) would not be effective for any reason to prevent
the violation of Section 7.2.1(a)(i), (ii), (iii) or (iv), then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 7.2.1(a)(i), (ii), (iii) or (iv) shall be void
ab initio, and the intended transferee shall acquire no rights in such shares of Capital Stock. 
 (iii) In determining which shares
of Capital Stock are to be transferred to a Trust in accordance with this Section 7.2.1(b) and Section 7.3 hereof, shares shall be so transferred to a Trust in such manner as minimizes the aggregate value of the shares that are
transferred to the Trust (except as provided in Section 7.2.6) and, to the extent not inconsistent therewith, on a pro rata basis. 

Section 7.2.2 Remedies for Breach. If the Board of Directors or any duly authorized committee thereof or other designees if
permitted by the MGCL shall at any time determine that a Transfer or other event has taken place that results in a violation of Section 7.2.1 or that a Person intends or has attempted to acquire Beneficial Ownership or Constructive Ownership of
any shares of Capital Stock in violation of Section 7.2.1 (whether or not such violation is intended), the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall take such action as it deems advisable, in
its sole and absolute discretion, to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Corporation to redeem shares of Capital Stock, refusing to give effect to such Transfer on the books
of the Corporation or instituting proceedings to enjoin such Transfer or other event; provided, however, that any Transfer or attempted Transfer or other event in violation of Section 7.2.1 shall automatically result in the transfer to
the Trust described above, or, where applicable, such Transfer (or other event) shall be void ab initio as provided above irrespective of any action (or non-action) by the Board of Directors or a
committee thereof. 

  
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 Section 7.2.3 Notice of Restricted Transfer. Any Person who acquires or attempts or
intends to acquire Beneficial Ownership or Constructive Ownership of shares of Capital Stock that will or may violate Section 7.2.1(a) or any Person who would have owned shares of Capital Stock that resulted in a transfer to the Trust
pursuant to the provisions of Section 7.2.1(b) shall immediately give written notice to the Corporation of such event or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall
provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer on the Corporation’s status as a REIT. 

Section 7.2.4 Owners Required To Provide Information. From the Initial Date and prior to the Restriction Termination Date: 

(a) every owner of five percent or more (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder)
in number or value of the outstanding shares of Capital Stock, within 30 days after the end of each taxable year, shall give written notice to the Corporation stating the name and address of such owner, the number of shares of each class or series
of Capital Stock Beneficially Owned and a description of the manner in which such shares are held. Each such owner shall provide promptly to the Corporation in writing such additional information as the Corporation may request in order to determine
the effect, if any, of such Beneficial Ownership on the Corporation’s status as a REIT and to ensure compliance with the Stock Ownership Limit; and 

  
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 (b) each Person who is a Beneficial or Constructive Owner of shares of Capital Stock and each
Person (including the stockholder of record) who is holding shares of Capital Stock for a Beneficial or Constructive Owner shall, on demand, provide to the Corporation such information as the Corporation may request in order to determine the
Corporation’s status as a REIT and to comply with requirements of any taxing authority or governmental authority or to determine such compliance and to ensure compliance with the Stock Ownership Limit. 

Section 7.2.5 Remedies Not Limited. Subject to Section 5.7 of the Charter, nothing contained in this Section 7.2 shall
limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation in preserving the Corporation’s status as a REIT. 

Section 7.2.6 Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Article VII, including
Section 7.2, Section 7.3, or any definition contained in Section 7.1 or any defined term used in this Article VII but defined elsewhere in the Charter, the Board of Directors shall have the power to determine the application of the
provisions of this Article VII with respect to any situation based on the facts known to it. In the event Section 7.2 or 7.3 requires an action by the Board of Directors and the Charter fails to provide specific guidance with respect to such
action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of Sections 7.1, 7.2 or 7.3. 

  
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 Section 7.2.7 Exceptions. 

(a) The Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a Person from the restrictions contained in
Section 7.21(a)(i), (ii), (iii) or (v) as the case may be, and may establish or increase an Excepted Holder Limit for such Person if the Board of Directors obtains such representations, covenants and undertakings as the Board of
Directors may deem appropriate in order to conclude that granting the exemption and/or establishing or increasing the Excepted Holder Limit, as the case may be, will not cause the Corporation to lose its status as a REIT. 

(b) Prior to granting any exception pursuant to Section 7.2.7(a), the Board of Directors may require a ruling from the Internal Revenue
Service, or an opinion of counsel, in either case in form and substance satisfactory to the Board of Directors in its sole and absolute discretion, as it may deem necessary or advisable in order to determine that granting the exception will not
cause the Corporation to lose its status as a REIT. Notwithstanding the receipt of any ruling or opinion, the Board of Directors may impose such conditions or restrictions as it deems appropriate in connection with granting such exception. 

(c) Subject to Section 7.2.1(a)(ii), an underwriter, placement agent or initial purchaser that participates in a public offering, private
placement or other private offering of Capital Stock (or securities convertible into or exchangeable for Capital Stock) may Beneficially Own or Constructively Own shares of Capital Stock (or securities convertible into or exchangeable for Capital
Stock) in excess of the Stock Ownership Limit but only to the extent necessary to facilitate such public offering, private placement or immediate resale of such Capital Stock and provided that the restrictions contained in Section 7.2.1(a) will
not be violated following the distribution by such underwriter, placement agent or initial purchaser of such shares of Capital Stock. 

  
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 (d) The Board of Directors may only reduce the Excepted Holder Limit for an Excepted Holder:
(i) with the written consent of such Excepted Holder at any time, or (ii) pursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted
Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be reduced to a percentage that is less than the Stock Ownership Limit. 

Section 7.2.8 Increase or Decrease in Stock Ownership Limit. Subject to Section 7.2.1(a)(ii) and the rest of this
Section 7.2.8, the Board of Directors may, in its sole and absolute discretion, from time to time increase or decrease the Stock Ownership Limit for one or more Persons; provided, however, that a decreased Stock Ownership Limit will not be
effective for any Person who Beneficially Owns or Constructively Owns, as applicable, shares of Capital Stock in excess of such decreased Stock Ownership Limit at the time such limit is decreased, until such time as such Person’s Beneficial
Ownership or Constructive Ownership of shares of Capital Stock, as applicable, equals or falls below the decreased Stock Ownership Limit, but until such time as such Person’s percentage of Capital Stock falls below such decreased Stock
Ownership Limit, any further acquisition of shares of Capital Stock or increased Beneficial Ownership or Constructive Ownership of shares of Capital Stock will be in violation of the Stock Ownership Limit and, provided further, that the new Stock
Ownership Limit would not allow five or fewer Individuals to Beneficially Own more than 49% in value of the outstanding Capital Stock. 

  
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 Section 7.2.9 Legend. Each certificate, if any, for shares of Capital Stock shall
bear a legend summarizing the restrictions on transfer and ownership contained herein. Instead of a legend, the certificate, if any, may state that the Corporation will furnish a full statement about certain restrictions on ownership and transfer of
the shares to a stockholder on request and without charge. 
 Section 7.3 Transfer of Capital Stock in Trust. 

Section 7.3.1 Ownership in Trust. Upon any purported Transfer or other event described in Section 7.2.1(b) that would
result in a transfer of shares of Capital Stock to a Trust, such shares of Capital Stock shall be deemed to have been transferred to the Trustee as trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer
to the Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the transfer to the Trust pursuant to Section 7.2.1(b). The Trustee shall be appointed
by the Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 7.3.6. 

Section 7.3.2 Status of Shares Held by the Trustee. Shares of Capital Stock held by the Trustee shall be issued and outstanding
shares of Capital Stock. The Prohibited Owner shall have no rights in the shares held by the Trustee. The Prohibited Owner shall not benefit economically from ownership of any shares held in trust by the Trustee, shall have no rights to dividends or
other distributions and shall not possess any rights to vote or other rights attributable to the shares held in the Trust. The Prohibited Owner shall have no claim, cause of action, or any other recourse whatsoever against the purported transferor
of such Capital Stock. 

  
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 Section 7.3.3 Dividend and Voting Rights. The Trustee shall have all voting rights
and rights to dividends or other distributions with respect to shares of Capital Stock held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the
discovery by the Corporation that the shares of Capital Stock have been transferred to the Trustee shall be paid by the recipient of such dividend or other distribution to the Trustee upon demand and any dividend or other distribution authorized but
unpaid shall be paid when due to the Trustee. Any dividend or other distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Trust
and, subject to Maryland law, effective as of the date that the shares of Capital Stock have been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole and absolute discretion) (i) to rescind as void any
vote cast by a Prohibited Owner prior to the discovery by the Corporation that the shares of Capital Stock have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of
the Charitable Beneficiary; provided, however, that if the Corporation has already taken irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this
Article VII, until the Corporation has received notification that shares of Capital Stock have been transferred into a Trust, the Corporation shall be entitled to rely on its share transfer and other stockholder records for purposes of
preparing lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders. 

  
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 Section 7.3.4 Sale of Shares by Trustee. Within 20 days of receiving notice from the
Corporation that shares of Capital Stock have been transferred to the Trust, the Trustee of the Trust shall sell the shares held in the Trust to a person or persons, designated by the Trustee, whose ownership of the shares will not violate the
ownership limitations set forth in Section 7.2.1(a). Upon such sale, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the
Charitable Beneficiary as provided in this Section 7.3.4. The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in
connection with the event causing the shares to be held in the Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares on the day of the event causing the shares to be held in the Trust and
(2) the price per share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares held in the Trust. The Trustee shall reduce the amount payable to the Prohibited Owner by the
amount of dividends and other distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 7.3.3 of this Article VII. Any net sales proceeds in excess of the amount
payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Corporation that shares of Capital Stock have been transferred to the Trustee, such shares are sold by a Prohibited Owner,
then (i) such shares shall be deemed to have been sold on behalf of the Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such Prohibited Owner was entitled to receive
pursuant to this Section 7.3.4, such excess shall be paid to the Trustee upon demand. 

  
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 Section 7.3.5 Purchase Right in Capital Stock Transferred to the Trustee. Shares of
Capital Stock transferred to the Trustee shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in such transfer to
the Trust (or, in the case of a devise, gift or other transaction, the Market Price at the time of such devise, gift or other transaction) and (ii) the Market Price on the date the Corporation, or its designee, accepts such offer. The
Corporation shall reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 7.3.3 of this
Article VII. The Corporation shall pay the amount of such reduction to the Trustee for the benefit of the Charitable Beneficiary. The Corporation shall have the right to accept such offer until the Trustee has sold the shares held in the Trust
pursuant to Section 7.3.4. Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner. 

Section 7.3.6 Designation of Charitable Beneficiaries. By written notice to the Trustee, the Corporation shall designate one or
more nonprofit organizations to be the Charitable Beneficiary of the interest in the Trust such that (i) the shares of Capital Stock held in the Trust would not violate the restrictions set forth in Section 7.2.1(a) in the hands of
such Charitable Beneficiary and (ii) each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under one of Sections 170(b)(1)(A), 2055 and 2522 of
the Code. Neither the failure of the Corporation to make such designation nor the failure of the Corporation to appoint the Trustee before the automatic transfer provided for in Section 7.2.1(b)(i) shall make such transfer ineffective, provided
that the Corporation thereafter makes such designation and appointment. 

  
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 Section 7.4 Stock Exchange Transactions. Nothing in this Article VII shall
preclude the settlement of any transaction entered into through the facilities of any applicable Stock Exchange. The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this Article VII and
any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article VII. 

Section 7.5 Enforcement. The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to
enforce the provisions of this Article VII. 
 Section 7.6 Non-Waiver. No delay or failure on the part of the Corporation or the
Board of Directors in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board of Directors, as the case may be, except to the extent specifically waived in writing. 

Section 7.7 Severability. If any provision of this Article VII or any application of any such provision is determined to be
invalid by any federal or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such provisions shall be affected only to the extent necessary to comply with the
determination of such court. 
 ARTICLE VIII 

AMENDMENTS 
 The
Corporation reserves the right from time to time to make any amendment to the Charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Charter, of any shares of
outstanding stock. All rights and powers conferred by the Charter on stockholders, directors and officers are granted subject to this reservation. Except for amendments to Article V, Section 5.8, the last sentence of Section 6.6 and the
next sentence of the Charter and except for those amendments permitted to be made without stockholder approval under Maryland law or by specific provision in the Charter, any amendment to the Charter shall be valid only if declared advisable by the
Board of Directors and approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter. Any amendment to Section 5.8, the last sentence of Section 6.6 or to this sentence of
the Charter shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of stockholders entitled to cast two-thirds of all the votes entitled to be cast on the matter. 

  
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 ARTICLE IX 

LIMITATION OF LIABILITY 

To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a
corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. Neither the amendment nor repeal of this Article IX, nor the adoption or amendment of any other
provision of the Charter or Bylaws inconsistent with this Article IX, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or
adoption. 
 THIRD: The amendment and restatement of the charter as hereinabove set forth have been duly advised by the Board of
Directors and approved by the stockholders of the Corporation as required by law. 

  
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 FOURTH: The current address of the principal office of the Corporation is as set forth in
Article IV of the foregoing amendment and restatement of the charter. 
 FIFTH: The name and address of the Corporation’s
current resident agent are as set forth in Article IV of the foregoing amendment and restatement of the charter. 
 SIXTH: The number
of directors of the Corporation and the name of the director currently in office are as set forth in Article V of the foregoing amendment and restatement of the charter. 

SEVENTH: The total number of shares of stock which the Corporation had authority to issue immediately prior to this amendment and
restatement was 1,000,000,000 shares of Common Stock, $0.01 par value per share. The aggregate par value of all shares of stock having par value was $10,000,000.00. 

EIGHTH: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment and
restatement of the charter is 1,050,000,000, consisting of 1,000,000,000 shares of Common Stock, $0.01 par value per share, and 50,000,000 shares of Preferred Stock, $0.01 par value per share. The aggregate par value of all authorized shares of
stock having par value is $10,500,000. 
 NINTH: The undersigned acknowledges these Articles of Amendment and Restatement to be the
corporate act of the Corporation and as to all matters or facts required to be verified under oath, the President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and
that this statement is made under the penalties for perjury. 
 – signature page follows – 

  
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 IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be
signed in its name and on its behalf by its President and attested to by its Treasurer on this 27th day of April, 2016. 
  

									
	ATTEST:	 		 	HIGHLANDS REIT, INC.	 	
					
	/s/ Joseph Giannini	 		 	By:	 	/s/ Richard Vance	 	(SEAL)
	 Joseph Giannini
 Treasurer
	 		 		 	 Richard Vance
 President