**Exhibit 99.1**

 

**Amended and Restated ShareRedemption Program**

 

Prior to the time that our shares are listedfor trading on a national securities exchange, stockholders who have held theirshares for at least one year may receive the benefit of limited interimliquidity by presenting for redemption all or a portion of their shares to usat any time in accordance with the procedures outlined herein.  At that time, we may, subject to theconditions and limitations described below, redeem the shares presented forredemption for cash to the extent that our board of directors determines wehave sufficient funds available.

 

Except as described below for redemptionsupon the death or disability of the stockholder or such stockholder’s need forlong-term care, the purchase price per share for the redeemed shares will equal(1) until 18 months have passed without us selling shares in a publicprimary offering (or sooner if our board determines), the amount by which (a) thelesser of (i) 90% of the average price per share the original purchaser orpurchasers of shares paid to us for all of his or her shares (as adjusted forany stock dividends, combinations, splits, recapitalizations and the like withrespect to our common stock, without attributing any purchase price to theshares issued pursuant to the 10% stock dividend) or (ii) 90% of theoffering price of shares in our most recent public primary offering exceeds (b) theaggregate amount of net sale proceeds per share, if any, distributed toinvestors prior to the redemption date as a result of the sale of one or moreof our properties, or (2) after 18 months have passed without us sellingshares in a public primary offering (or sooner if our board determines), thelesser of (a) 100% of the average price per share the original purchaseror purchasers of shares paid for all of his or her shares (as adjusted for anystock dividends, combinations, splits, recapitalizations and the like withrespect to our common stock, without attributing any purchase price to theshares issued pursuant to the 10% stock dividend) or (b) 90% of theestimated value per share, as disseminated to our stockholders by way of adistribution notice or account statement, quarterly or annual report or anyother stockholder communication.

 

For purposes of the one-year holding period,limited partners of Behringer Harvard OP who exchange their limited partnershipunits for shares of our common stock will be deemed to have owned their sharesas of the date they were issued their limited partnership units in BehringerHarvard OP.  Our board of directors reserves the right in its solediscretion at any time and from time to time to (1) waive the one-yearholding period in the event of the death of a stockholder, a stockholder’sdisability or need for long-term care, other exigent circumstances such asbankruptcy, a mandatory distribution requirement under a stockholder’s IRA orwith respect to shares purchased under or through our distribution reinvestmentplan,****(2) reject any request forredemption, (3) change the purchase price for redemptions, or (4) otherwiseamend the terms of our share redemption program.

 

In addition, and subject to the conditionsand limitations described below, we will redeem shares upon the death of astockholder who is a natural person, including shares held by the stockholderthrough a revocable grantor trust, or an IRA or other retirement orprofit-sharing plan, after receiving written notice from the estate of thestockholder, the recipient of the shares through bequest or inheritance, or, inthe case of a revocable grantor trust, the trustee of the trust, who shall havethe sole ability to request redemption on behalf of the trust.  We mustreceive the written notice within 270 days after the death of thestockholder.  If spouses are joint registered holders of shares, therequest to redeem the shares may be made if either of the registered holdersdies.  If the stockholder is not a natural person, such as a trust (otherthan a revocable grantor trust), partnership, corporation or other similarentity, the right of redemption upon death does not apply.

 

Furthermore, and subject to the conditionsand limitations described below, we will redeem shares held by a stockholderwho is a natural person, including shares held by the stockholder through a

 

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revocable grantor trust, or an IRA or otherretirement or profit-sharing plan, with a “qualifying disability” (as definedbelow), after receiving written notice from the stockholder, provided that thecondition causing the qualifying disability was not pre-existing on the datethat the stockholder became a stockholder.  We must receive the writtennotice within 270 days after the determination of the stockholder’s qualifyingdisability.  If the stockholder is not a natural person, such as a trust(other than a revocable grantor trust), partnership, corporation or othersimilar entity, the right of redemption upon disability does not apply.

 

In order for a disability to be considered a “qualifyingdisability,” (1) the stockholder must receive a determination ofdisability based upon a physical or mental condition or impairment arisingafter the date the stockholder acquired the shares to be redeemed, and (2) thedetermination of disability must be made by the governmental agency responsiblefor reviewing the disability retirement benefits that the stockholder could beeligible to receive (the “applicable governmental agency”).  The “applicablegovernmental agencies” are limited to the following: (a) if thestockholder paid Social Security taxes and therefore could be eligible toreceive Social Security disability benefits, then the applicable governmentalagency is the Social Security Administration or the agency charged withresponsibility for administering Social Security disability benefits at thattime if other than the Social Security Administration; (b) if thestockholder did not pay Social Security benefits and therefore could not beeligible to receive Social Security disability benefits, but the stockholdercould be eligible to receive disability benefits under the Civil ServiceRetirement System (CSRS), then the applicable governmental agency is the U.S.Office of Personnel Management or the agency charged with responsibility foradministering CSRS benefits at that time if other than the Office of PersonnelManagement; or (c) if the stockholder did not pay Social Security taxesand therefore could not be eligible to receive Social Security benefits butsuffered a disability that resulted in the stockholder’s discharge frommilitary service under conditions that were other than dishonorable andtherefore could be eligible to receive military disability benefits, then theapplicable governmental agency is the Veteran’s Administration or the agencycharged with the responsibility for administering military disability benefitsat that time if other than the Veteran’s Administration.

 

Disability determinations by governmentalagencies for purposes other than those listed above, including but not limitedto worker’s compensation insurance, administration or enforcement of theRehabilitation Act or Americans with Disabilities Act, or waiver of insurancepremiums, will not entitle a stockholder to the special redemption termsapplicable to disabled stockholders or stockholders in need of long-term care,unless permitted in the discretion of the board of directors.  Redemptionrequests following an award by the applicable governmental agency of disabilitybenefits must be accompanied by (1) the investor’s initial application fordisability benefits and (2) a Social Security Administration Notice ofAward, a U.S. Office of Personnel Management determination of disability underCSRS, a Veteran’s Administration record of disability-related discharge or suchother documentation issued by the applicable governmental agency that we deemacceptable and demonstrates an award of the disability benefits.

 

We understand that the following disabilitiesdo not entitle a worker to Social Security disability benefits:

 

·                  disabilitiesoccurring after the legal retirement age;

 

·                  temporarydisabilities; and

 

·                  disabilitiesthat do not render a worker incapable of performing substantial gainfulactivity.

 

Therefore, these disabilities will notqualify for the special redemption terms except in the limited circumstanceswhen the investor is awarded disability benefits by the other “applicablegovernmental agencies” described above.  However, where a stockholderrequests the redemption of his or her shares

 

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due to a disability or the need for long termcare, and the stockholder does not have a “qualifying disability” under theterms described above, our board of directors, in its discretion, may redeemthe stockholder’s shares, in its sole discretion, upon concluding that thestockholder is permanently disabled or in need of long-term care.

 

The purchase price per share for sharesredeemed upon the death of a stockholder or upon the disability of astockholder or the stockholder’s need for long-term care (provided that thecondition causing the disability or need for long-term was not pre-existing onthe date that the stockholder became a stockholder), until 18 months havepassed without us selling shares in a public primary offering (or sooner if ourboard determines), will be equal to the amount by which (1) the averageprice per share the stockholder paid to us for all of his or her shares (asadjusted for any stock dividends, combinations, splits, recapitalizations andthe like with respect to our common stock, and without attributing any purchaseprice to the shares issued pursuant to the 10% stock dividend) exceeds (2) theaggregate amount of net sale proceeds per share, if any, distributed toinvestors prior to the redemption date as a result of the sale of one or moreof our properties.  Thereafter, the purchase price will be the estimatedvalue per share, as disseminated to our stockholders by way of a distributionnotice or account statement, quarterly or annual report or any otherstockholder communication.  We will redeem shares upon the death ordisability of the stockholder or the stockholder’s need for long-term care onlyto the extent that we have sufficient funds available to us to fund theredemption as determined by our board in its sole discretion.

 

Our share redemption program, including theredemption upon the death, disability or need for long-term care of astockholder, is available only for stockholders who purchase their sharesdirectly from us or the transferees mentioned below, and is not intended toprovide liquidity to any stockholder who acquired his or her shares by purchasefrom another stockholder.  In connection with a request for redemption,the stockholder or his or her estate, heir or beneficiary will be required tocertify to us that the stockholder either (1) acquired the shares to berepurchased directly from us or (2) acquired the shares from the originalsubscriber by way of a bona fide gift not for value to, or for the benefit of,a member of the subscriber’s immediate or extended family (including thesubscriber’s spouse, parents, siblings, children or grandchildren and includingrelatives by marriage) or through a transfer to a custodian, trustee or otherfiduciary for the account of the subscriber or members of the subscriber’simmediate or extended family in connection with an estate planning transaction,including by bequest or inheritance upon death or operation of law.

 

We will not redeem shares that are subject toliens or other encumbrances until the stockholder presents evidence that theliens or encumbrances have been removed.

 

Any shares approved for redemption will beredeemed quarterly.  We will not redeem more than 5% of the weightedaverage number of shares outstanding during the twelve-month period immediatelyprior to the date of redemption.  Our board of directors will determinefrom time to time, and at least quarterly, whether we have sufficient excesscash to repurchase shares.  Generally, the cash available for redemptionswill be limited to proceeds from the sale of our shares of common stock throughour distribution reinvestment plan plus 1% of the operating cash from theprevious fiscal year (to the extent positive).  Our board of directors, inits sole discretion, may suspend, terminate or amend our share redemptionprogram at any time it determines that doing so is in our best interest or toreduce the number of shares purchased under the share redemption program if itdetermines the funds otherwise available to fund our share redemption programare needed for other purposes.  These limitations apply to allredemptions, including redemptions upon the death, disability or need forlong-term care of a stockholder.

 

A request for redemption may be withdrawn inwhole or in part by a stockholder in writing at any time prior toredemption.  We cannot guarantee that the funds set aside for the shareredemption program

 

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will be sufficient to accommodate allrequests made in any particular redemption period.  If we do not havesufficient funds available at the time when redemption is requested, thestockholder or his or her estate, heir or beneficiary can (1) withdraw therequest for redemption, or (2) ask that we honor the request at such time,if any, when sufficient funds become available.  In the event that ourfunds are insufficient to redeem all of the shares for which redemptionrequests have been submitted in a particular period, shares will be repurchasedon a pro rata basis and the portion of any unfulfilled redemption request willbe held until the next redemption period unless withdrawn.  Our advisor and its affiliates will defertheir own redemption requests, if any, until all other requests for redemptionhave been satisfied.

 

In general, a stockholder or his or herestate, heir or beneficiary may present to us fewer than all of the sharesthen-owned for redemption, except that the minimum number of shares that mustbe presented for redemption must be at least 25% of the holder’s shares. However, provided that the redemption request is made within 270 days of theevent giving rise to the special circumstances described in this sentence,where redemption is being requested (1) on behalf of a deceasedstockholder; (2) by a stockholder with a qualifying disability or who isdeemed by our board of directors to be permanently disabled or in need oflong-term care; (3) by a stockholder due to other involuntary exigentcircumstances, such as bankruptcy; or (4) by a stockholder due to amandatory distribution under such stockholder’s IRA, a minimum of 10% of thestockholder’s shares may be presented for redemption; provided, however, thatany future redemption request by the stockholder must present for redemption atleast 25% of the stockholder’s remaining shares.  In the case ofstockholders who undertake a series of partial redemptions, appropriateadjustments in the purchase price for the redeemed shares will be made so thatthe blended price per share for all redeemed shares reflects the original priceper share of all shares purchased by the stockholder through the dates of eachredemption.

 

A stockholder who wishes to have sharesredeemed must mail or deliver to us a written request on a form provided by usand executed by the stockholder, its trustee or authorized agent.  Anestate, heir or beneficiary that wishes to have shares redeemed following thedeath of a stockholder must mail or deliver to us a written request on a formprovided by us, including evidence acceptable to our board of directors of thedeath of the stockholder, and executed by the executor or executrix of theestate, the heir or beneficiary, or their trustee or authorized agent.  Astockholder requesting the redemption of his or her shares due to a qualifyingdisability must mail or deliver to us a written request on a form provided byus, including the evidence and documentation described above, or evidenceacceptable to our board of directors of the stockholder’s permanent disabilityor need for long-term care.  If the shares are to be redeemed under theconditions outlined herein, we will forward the documents necessary to affectthe redemption, including any signature guaranty we may require.

 

 The effective date of any redemptionwill be the last day of the calendar month preceding the quarterlydetermination by our board of directors of the availability of funds forredemption.  No distributions will accrue for shares approved forredemption after the effective date of redemption.  Our board of directorswill consider only properly completed redemption requests that we received onor before the end of the period ending no later than the last day of thecalendar month preceding the determination of the availability of funds forredemption.  Payment for the shares so approved for redemption, assumingsufficient funds for redemption and the satisfaction of all necessaryconditions, will be made no later than 15 days after the date of our directors’action to determine the shares approved for redemption.

 

 Subject to the restrictions inBehringer Harvard OP’s limited partnership agreement and any other applicableagreement, we may cause Behringer Harvard OP to offer to its limited partners(other than our subsidiaries, BHR, Inc., BHR Business Trust and BHR Partners,LLC) a partnership unit redemption program equivalent to our share redemptionprogram.  Any units redeemed under the partnership unit redemption programwill be redeemed upon terms substantially equivalent to the

 

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redemption terms of ourshare redemption program and will be treated as shares for purposes ofcalculating the annual limitation on the number of shares that may be redeemedunder our share redemption program.

 

 Our share redemption program isintended only to provide interim liquidity for our stockholders until asecondary market develops for the shares.  No such market presentlyexists, and we cannot assure you that any market for your shares will everdevelop.  Neither our advisor, any member of our board of directors norany of their affiliates will receive any fee on the repurchase of shares by uspursuant to the share redemption program.

 

The shares we purchase under the shareredemption program will be cancelled, and will have the status of authorizedbut unissued shares.  We will not reissue repurchased shares unless theyare first registered with the Securities and Exchange Commission under theSecurities Act and under appropriate state securities laws or otherwise issuedin compliance with or exemption from these laws.

 

The foregoing provisions regarding the shareredemption program in no way limit our ability to repurchase shares fromstockholders by any other legally available means for any reason that theadvisor, in its discretion, deems to be in our best interest.

 

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