Exhibit






Exhibit 4.4    
THIRD AMENDED AND RESTATED
DISTRIBUTION REINVESTMENT PLAN


Resource Real Estate Opportunity REIT, Inc., a Maryland corporation (the “Company”), has adopted this third amended and restated Distribution Reinvestment Plan (the “DRP”), the terms and conditions of which are set forth below.  Capitalized terms shall have the same meaning as set forth in the Company’s charter unless otherwise defined herein.
1.Number of Shares Issuable.  The amount of Common Stock authorized for issuance under the DRP is $120,000,000.
2.Participants.  “Participants” are holders of the Company’s shares of Common Stock who elect to participate in the DRP.
3.Distribution Reinvestment.  The Company will apply that portion (as designated by a Participant and subject to the limitation described below) of the dividends and other distributions (“Distributions”) declared and paid in respect of a Participant’s shares of Common Stock to the purchase of additional shares of Common Stock for such Participant.  Such shares will be sold through the broker-dealer and/or dealer manager through whom the Company sold the underlying shares to which the Distributions relate unless the Participant makes a new election through a different distribution channel.  The Company will not pay selling commissions on shares of Common Stock purchased in the DRP.
4.Procedures for Participation.  Qualifying stockholders may elect to become a Participant by completing and executing the Subscription Agreement, an enrollment form or any other Company-approved authorization form as may be available from the dealer manager or participating broker-dealers.  Participants must designate at least 20% of such Participant’s Distributions for the purchase of additional shares of Common Stock. To increase their participation, Participants must complete a new enrollment form and make the election through the dealer manager or the Participant’s broker-dealer, as applicable.  Participation in the DRP will begin with the next Distribution payable after receipt of a Participant’s subscription, enrollment or authorization.  Shares will be purchased under the DRP on the date that the Company makes a Distribution.  Distributions will be paid monthly as authorized and declared by the Company’s board of directors.
5.Purchase of Shares.    Participants will acquire Common Stock at a price equal to 95% of the estimated value of the Company’s Common Stock, as estimated by the Company’s advisor or other firm chosen by the board of directors for that purpose.  Participants in the DRP may purchase fractional shares so that 100% of the Distributions will be used to acquire shares.  However, a Participant will not be able to acquire shares under the DRP to the extent such purchase would cause it to exceed limits set forth in the Company’s charter, as amended.
6.Taxation of Distributions.  The reinvestment of Distributions in the DRP does not relieve Participants of any taxes that may be payable as a result of those Distributions and their reinvestment pursuant to the terms of this DRP.
7.Treasury Regulation.  Notwithstanding anything else to the contrary herein, pursuant to Treasury Regulation 1.1012-1(e)(6) (the “Regulation”), during the term of the DRP, at least 10% of every Distribution that is a dividend under Section 316 of the Internal Revenue Code declared and paid with respect to the shares of the Participants subject to the DRP shall be reinvested in additional shares of Common Stock, applied on an aggregate basis with respect to all Participants. The DRP may reinvest other Distributions on stock, such as capital gain distributions, non-taxable returns of capital, and cash in lieu of fractional shares. This paragraph shall be interpreted consistently with the Regulation.
8.Share Certificates.  The shares issuable under the DRP shall be uncertificated until the board of directors determines otherwise.
9.Voting of DRP Shares.  In connection with any matter requiring the vote of the Company’s stockholders, each Participant will be entitled to vote all shares acquired by the Participant through the DRP.
10.Reports.  Within 90 days after the end of the calendar year, the Company shall provide each Participant with (i) an individualized report on the Participant’s investment, including the purchase date(s), purchase 









price and number of shares owned, as well as the amount of Distributions received during the prior year; and (ii) all material information regarding the DRP and the effect of reinvesting dividends, including the tax consequences thereof.  The Company shall provide such information reasonably requested by the dealer manager or a participating broker-dealer, in order for the dealer manager or participating broker-dealer to meet its obligations to deliver written notification to Participants of the information required by Rule 10b-10(b) promulgated under the Securities Exchange Act of 1934.
11.Termination by Participant.  A Participant may terminate participation in the DRP at any time by delivering to the Company a written notice.  To be effective for any Distribution, such notice must be received by the Company at least ten business days prior to the last day of the month to which the Distribution relates.  Any transfer of shares by a Participant will terminate participation in the DRP with respect to the transferred shares.  Upon termination of DRP participation, Distributions will be distributed to the stockholder in cash.
12.Amendment or Termination of DRP by the Company.  The Company may amend or terminate the DRP for any reason upon ten days’ written notice to the Participants, except the Company may not amend the DRP to remove the right of a Participant to terminate participation in the DRP. With respect to material changes, the Company may provide notice by including such information (a) in a Current Report on Form 8-K or in its annual or quarterly reports filed with the SEC, and (b)  in a separate mailing to the Participants. With respect to immaterial changes, the Company may provide notice by including such information (a) in a Current Report on Form 8-K or in its annual or quarterly reports filed with the SEC, (b)  in a separate mailing to the Participants, or (c) on the Company’s web site.
13.Liability of the Company.  The Company shall not be liable for any act done in good faith, or for any good faith omission to act.
14.Governing Law.  The DRP shall be governed by the laws of the State of Maryland.