Exhibit
3.1




ARTICLES
OF AMENDMENT AND RESTATEMENT


OF


CORNERSTONE
GROWTH & INCOME REIT, INC.





FIRST:  Cornerstone
Growth & Income REIT, Inc., a Maryland 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




NAME




The name
of the corporation is Cornerstone Growth & Income REIT, Inc. (the
“Corporation”).




ARTICLE
II




PURPOSE




The
Corporation is formed for the purpose of carrying on any lawful business or
activity, which may include qualifying as a real estate investment trust under
Sections 856 through 860, or any successor sections, of the Internal Revenue
Code of 1986, as amended (the “Code”).




ARTICLE
III




PRINCIPAL
OFFICE IN STATE AND RESIDENT AGENT




The name
and address of the resident agent for service of process of the Corporation in
the State of Maryland is The Corporation Trust Incorporated, 300 East Lombard
Street, Baltimore, Maryland 21202. The address of the Corporation's principal
office in the State of Maryland is 300 East Lombard Street, Baltimore, Maryland
21202. The Corporation may have such other offices and places of business within
or outside the State of Maryland as the board may from time to time
determine.







ARTICLE
IV




DEFINITIONS




As used
herein, the following terms shall have the following meanings unless the context
otherwise requires:




Acquisition
Expenses.  Expenses including but not limited to legal fees and
expenses, travel and communications expenses, cost of appraisals, nonrefundable
option payments on property not acquired, accounting fees and expenses, title
insurance and miscellaneous expenses related to selection and acquisition of
properties, whether or not acquired.




Acquisition
Fees.  The total of all fees and commissions, excluding
Acquisition Expenses, paid by any party to any party in connection with making
or investing in mortgage loans or the purchase, development or construction of
property by the Corporation. Included in the computation of such fees or
commissions shall be any real estate commission, selection fee, Development Fee,
Construction Fee, nonrecurring management fee, loan fees or points or any fee of
a similar nature, however designated.  Excluded shall be Development
Fees and Construction Fees paid to any Person not affiliated with the Sponsor in
connection with the actual development and construction of a
project.




Advisor.  The
Person appointed by the board of directors to direct or perform the day-to-day
business affairs of the Corporation, including a Person to which an Advisor
subcontracts substantially all such functions.




Advisory
Agreement.  The agreement between the Corporation and the
Advisor pursuant to which the Advisor will direct or perform the day-to-day
business affairs of the Corporation.




Affiliate.  An
Affiliate of another Person includes any of the following:




(a)           any
Person directly or indirectly owning, controlling or holding, with power to
vote, 10% or more of the outstanding voting securities of such other
Person;




(b)           any
Person 10% or more of whose outstanding voting securities are directly or
indirectly owned, controlled or held, with power to vote, by such other
Person;




(c)           any
Person directly or indirectly controlling, controlled by or under common control
with such other Person;




(d)           any
executive officer, director, trustee or general partner of such other Person;
and


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(e)           any
legal entity for which such Person acts as an executive officer, director,
trustee or general partner.




Average Invested
Assets.  For a specified period, the average of the aggregate
book value of the assets of the Corporation invested, directly or indirectly in
equity interests in and loans secured by real estate, before deducting
depreciation, bad debts or other non-cash reserves, computed by taking the
average of such values at the end of each month during such period.




Capital
Stock.  All classes or series of stock of the Corporation,
including, without limitation, Common Stock and Preferred Stock.




Code.  The
term shall have the meaning as provided in Article II herein.




Common
Stock.  The term shall have the meaning as provided in Section
5.1 herein.




Common
Stockholders.  The holders of record of Common
Stock.




Corporation.  The
term shall have the meaning as provided in Article I herein.




Competitive Real Estate
Commission.  A real estate or brokerage commission paid for the
purchase or sale of a property that is reasonable, customary and competitive in
light of the size, type and location of the property.




Construction
Fee.  A fee or other remuneration for acting as general
contractor and/or construction manager to construct improvements, supervise and
coordinate projects or to provide major repairs or rehabilitations on a
property.




Contract Purchase
Price.  The amount actually paid or allocated in respect of the
purchase, development, construction or improvement of an asset exclusive of
Acquisition Fees and Acquisition Expenses.




Development
Fee.  A fee for the packaging of the Corporation's property,
including the negotiation and approval of plans and any assistance in obtaining
zoning and necessary variances and financing for a specific property, either
initially or at a later date.




Equity
Securities.  Equity securities that are “publicly traded” as
that term is used in Rule 10b-17 under the Exchange Act of
1934.  Equity Securities shall not include any investment security
represented by an interest in, or secured by, one or more pools of mortgage
loans.




Independent
Directors.  The directors of the Corporation who are not
associated and have not been associated within the last two years, directly or
indirectly, with the Sponsor or Advisor of the Corporation.


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(a)          A
director shall be deemed to be associated with the Sponsor or Advisor if he or
she:




(i)           owns
an interest in the Sponsor, Advisor or any of their Affiliates;




(ii)          is
employed by the Sponsor, Advisor or any of their Affiliates;




(iii)         is
an officer or director of the Sponsor, Advisor or any of their
Affiliates;




(iv)         performs
services, other than as a director, for the Corporation;




(v)     
    is a director for more than three REITs organized by the
Sponsor or advised by the Advisor; or




(vi)         has
any material business or professional relationship with the Sponsor, Advisor or
any of their Affiliates.




(b)           Consistent
with (a)(v) above, serving as an independent director of or receiving
independent director fees from or owning an interest in a REIT or other real
estate program organized by the Sponsor or advised or managed by the Advisor or
its Affiliates shall not, by itself, cause a director to be deemed associated
with the Sponsor or the Advisor.




(c)           For
purposes of determining whether or not a business or professional relationship
is material pursuant to (a)(vi) above, the annual gross revenue derived by the
director from the Sponsor, Advisor and their Affiliates shall be deemed material
per se if it exceeds 5%
of the director's:




(i)           annual
gross revenue, derived from all sources, during either of the last two years;
or




(ii)          net
worth, on a fair market value basis.




(d)           An
indirect relationship shall include circumstances in which a director's spouse,
parent, child, sibling, mother- or father-in-law, son- or daughter-in-law or
brother- or sister-in-law is or has been associated with the Sponsor, Advisor
any of their Affiliates or the Corporation.




Independent Directors
Committee.  The term shall have the meaning as provided in
Section 10.1.




Independent
Expert.  A Person (selected by the Independent Directors
Committee) with no material current or prior business or personal relationship
with the Advisor or a director who is engaged to a substantial extent in the
business of rendering opinions regarding the value of assets of the type held by
the Corporation.


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Initial
Investment.  An investment of $200,000 by the Advisor or an
Affiliate thereof to acquire an equity interest in the Corporation or an
Affiliate of the Corporation through which the Corporation intends to conduct
substantially all of its operations.




Initial Public
Offering.  The initial public offering of Common Stock
registered on Registration Statement No. 333-139724 on Form S-11.




Joint
Venture.  A legal organization formed to provide for the
sharing of risks and rewards in an enterprise co-owned and operated for mutual
benefit by two or more business partners.




Leverage.  The
aggregate amount of indebtedness of the Corporation for money borrowed
(including purchase money mortgage loans) outstanding at any time, both secured
and unsecured.




Listed.  Approved
for trading on any securities exchange registered as a national securities
exchange under Section 6 of the Securities Exchange Act of 1934.  The
term "Listing" shall have the correlative meaning.




MGCL.  The
Maryland General Corporation Law, as amended from time to time.




NASAA REIT
Guidelines.  The Statement of Policy Regarding Real Estate
Investment Trusts as revised and adopted by the North American Securities
Administrators Association on September 29, 1993.




Net
Assets.  The total assets of the Corporation (other than
intangibles) at cost, before deducting depreciation or other non-cash reserves,
less total liabilities, calculated quarterly by the Corporation on a basis
consistently applied.




Net
Income.  For any period, total revenues applicable to such
period less the expenses applicable to such period other than additions to
reserves for depreciation or bad debts or other similar non-cash reserves. If
the Advisor receives an incentive fee, Net Income, for purposes of calculating
Total Operating Expenses in Section 8.8, shall exclude the gain from the sale of
the Corporation's assets.




Organization and Offering
Expenses.  All expenses incurred by and to be paid from the
assets of the Corporation in connection with or preparing the Corporation for
registration of and subsequently offering and distributing its shares to the
public, including, but not limited to: all items considered by the National
Association of Securities Dealers to be organization and offering expenses,
including all underwriting compensation, for purposes of that Association’s
Rules of Fair Practice; any accountable reimbursement of expenses incurred by
the Advisor or an Affiliate of the Advisor, including reimbursement of allocable
overhead, personnel costs, supplies, IT costs or similar expenses, to the extent
deemed by the Advisor or the Corporation to be in connection with preparing the
Corporation for the registration and distribution of the Corporation’s shares;
expenses for printing, engraving and mailing; compensation of employees while
engaged in sales activity; charges of transfer agents, registrars, trustees,
escrow holders, depositaries and experts; and expenses of qualification of the
sale of the securities under Federal and State laws, including taxes and fees,
accountants' and attorneys' fees.


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Person.  An
individual, corporation, association, estate, trust (including a trust qualified
under Sections 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, private foundation within the meaning of Section
509(a) of the Code, joint stock company, partnership, limited liability company
or other legal entity and also includes a “group” as that term is used for
purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, and a group
to which an Excepted Holder Limit applies.




Preferred
Stock.  The term shall have the meaning as provided in Section
5.1 herein.




Prospectus.  The
term shall have the meaning as defined in Section 2(10) of the Securities Act of
1933, as amended (the "Securities Act"), including a preliminary prospectus, an
offering circular as described in Rule 253 of the General Rules and Regulations
under the Securities Act or, in the case of an intrastate offering, any document
by whatever name known utilized for the purpose of offering and selling
securities to the public.




REIT.  Real
estate investment trust under Sections 856 through 860 of the Code.




Roll-Up
Entity.  A partnership, real estate investment trust,
corporation, trust or similar entity that would be created or would survive
after the successful completion of a proposed Roll-Up Transaction.




Roll-Up
Transaction.  A transaction involving the acquisition, merger,
conversion or consolidation, either directly or indirectly, of the Corporation
and the issuance of securities of a Roll-Up Entity to the stockholders of the
Corporation.




Such term
does not include:




(a)          a
transaction involving securities of the Corporation that have been Listed for at
least 12 months; or




(b)          a
transaction involving the conversion to corporate, trust or association form of
only the Corporation, if, as a consequence of the transaction, there will be no
significant adverse change in any of the following:




(i)           the
voting rights of Common Stockholders;




(ii)          the
term of existence of the Corporation;




(iii)         Sponsor
or Advisor compensation; or




(iv)         the
Corporation's investment objectives.


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SDAT.  The
State Department of Assessments and Taxation of Maryland.




Sponsor.  Any
Person directly or indirectly instrumental in organizing, wholly or in part, the
Corporation or any Person who will control, manage or participate in the
management of the Corporation, and any Affiliate of such Person.  Not
included is any Person whose only relationship with the Corporation is as that
of an independent property manager of the Corporation's assets and whose only
compensation is as such. Sponsor does not include wholly independent third
parties such as attorneys, accountants and underwriters whose only compensation
is for professional services.  A Person may also be deemed a Sponsor
of the Corporation by:




(a)           taking
the initiative, directly or indirectly, in founding or organizing the business
or enterprise of the Corporation, either alone or in conjunction with one or
more other Persons;




(b)           receiving
a material participation in the Corporation in connection with the founding or
organizing of the business of the Corporation, in consideration of services or
property, or both services and property;




(c)           having
a substantial number of relationships and contacts with the
Corporation;




(d)           possessing
significant rights to control the Corporation's properties;




(e)           receiving
fees for providing services to the Corporation which are paid on a basis that is
not customary in the industry; or




(f)           providing
goods or services to the Corporation on a basis which was not negotiated at arms
length with the Corporation.




Total Operating
Expenses.  All expenses paid or incurred by the Corporation, as
determined under generally accepted accounting principles, that are in any way
related to the operation of the Corporation or to Corporation business,
including advisory fees, but excluding (a) the expenses of raising capital such
as Organization and Offering Expenses, legal, audit, accounting, underwriting,
brokerage, listing, registration and other fees, printing and other such
expenses and taxes incurred in connection with the issuance, distribution,
transfer, registration and stock exchange listing of the Capital Stock; (b)
interest payments; (c) taxes; (d) non-cash expenditures such as depreciation,
amortization and bad debt reserves; (e) incentive fees paid in compliance with
Section 8.6, notwithstanding the next succeeding clause (f); and (f) Acquisition
Fees, Acquisition Expenses, real estate commissions on the resale of property
and other expenses connected with the acquisition, disposition and ownership of
real estate interests, mortgage loans or other property (including the costs of
foreclosure, insurance premiums, legal services, maintenance, repair and
improvement of property).




Unimproved Real
Property.  The real property of the Corporation that has the
following three characteristics:




(a)           such
property was not acquired for the purpose of producing rental or other operating
income;


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(b)           there
is no development or construction in progress on such land; and




(c)           no
development or construction on such land is planned in good faith to commence on
such land within one year.




ARTICLE
V




STOCK




Section 5.1.  Authorized
Shares.  The Corporation has authority to issue 580,000,000
shares of common stock, $0.01 par value per share (“Common Stock”), and
20,000,000 shares of preferred stock, $0.01 par value per share (“Preferred
Stock”).  The aggregate par value of all authorized shares of Capital
Stock having par value is $6,000,000.  The board of directors, 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 Capital
Stock or the number of shares of Capital Stock of any class or series that the
Corporation has the authority to issue.




Section 5.2.  Common
Stock.  Subject to the provisions of Article VI, 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 in one or more classes or series of Capital Stock.




Section 5.3.  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 in one or more series of
Capital Stock.




Section 5.4.  Classified or Reclassified
Shares.  Prior to the 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 Capital 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 VIand subject to the
express terms of any class or series of Capital 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
SDAT.  Any of the terms of any class or series of Capital Stock set or
changed pursuant to clause (c) of this Section 5.4 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 Capital Stock is clearly and expressly set forth in the
articles supplementary filed with the SDAT.


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Section 5.5.  Charter and
Bylaws.  All Persons who shall acquire Capital Stock in the
Corporation shall acquire the same subject to the provisions of the charter and
the bylaws.




Section
5.6.  No
Preemptive Rights.  No holder of shares of Capital Stock of any
class shall have any preemptive right to subscribe to or purchase any additional
shares of any class, or any bonds or convertible securities of any nature;
provided, however, that the board of directors may, in authorizing the issuance
of shares of Capital Stock of any class, confer any preemptive right that the
board or directors may deem advisable in connection with such
issuance.




Section
5.7.  Issuance of Shares Without
Certificates.  The board of directors may authorize the
issuance of shares of Capital Stock without certificates.  The
Corporation shall continue to treat the holder of uncertificated Capital Stock
registered on its stock ledger as the owner of the shares noted therein until
the new owner delivers a properly executed form provided by the Corporation for
that purpose.




Section
5.8.  Suitability and Minimum
Investment of Stockholders.  Until the Common Stock is Listed,
the following provisions shall apply:




(a)          To
purchase Common Stock, the purchaser must represent to the
Corporation:




(i)           that
such purchaser (or, in the case of sales to fiduciary accounts, that the
beneficiary, the fiduciary account or the grantor or donor who directly or
indirectly supplies the funds to purchase the shares if the grantor or donor is
the fiduciary) has a minimum annual gross income of $70,000 and a net worth
(excluding home, home furnishings and automobiles) of not less than $70,000 or
that such purchaser meets the alternative higher suitability standards of the
state with jurisdiction over the sale; or




(ii)           that
such purchaser (or, in the case of sales to fiduciary accounts, that the
beneficiary, the fiduciary account or the grantor or donor who directly or
indirectly supplies the funds to purchase the shares if the grantor or donor is
the fiduciary) has a net worth (excluding home, home furnishings and
automobiles) of not less than $250,000 or that such purchaser meets the
alternative higher suitability standards of the state with jurisdiction over the
sale.


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(b)           The
Sponsor, each Person selling shares on behalf of the Sponsor or the Corporation,
and each broker or dealer recommending the purchase of shares to a customer
shall make every reasonable effort to determine that the purchase of shares is a
suitable and appropriate investment for each Common Stockholder. In making this
determination, the Sponsor, each Person selling shares on behalf of the Sponsor
or the Corporation, or each broker or dealer recommending the purchase of shares
to a customer shall ascertain that the prospective Common Stockholder: (i) meets
the minimum income and net worth standards set forth in Section 5.8; (ii) can
reasonably benefit from the Corporation based on the prospective stockholder's
overall investment objectives and portfolio structure; (iii) is able to bear the
economic risk of the investment based on the prospective stockholder's overall
financial situation; and (iv) has apparent understanding of (1) the fundamental
risks of the investment; (2) the risk that the stockholder may lose the entire
investment; (3) the lack of liquidity of the shares; (4) the restrictions on
transferability of the shares; (5) the background and qualifications of the
Sponsor or the Advisor; and (6) the tax consequences of the
investment.  The Sponsor, each Person selling shares on behalf of the
Sponsor or the Corporation, or each broker or dealer recommending the purchase
of shares to a customer shall make this determination on the basis of
information it has obtained from a prospective stockholder, including
information indirectly obtained from a prospective stockholder through such
stockholder’s investment adviser, financial advisor or
fiduciary.  Relevant information for this purpose will include at
least the age, investment objectives, investment experience, income, net worth,
financial situation and other investments of the prospective stockholder, as
well as any other pertinent factors.  The Sponsor, each Person selling
shares on behalf of the Sponsor or the Corporation, or each broker or dealer
recommending the purchase of shares to a customer shall require to cause to be
maintained for at least six years records of the information used to determine
that an investment in shares is suitable and appropriate for a Common
Stockholder.




(c)           Each
issuance or transfer of shares of Common Stock shall comply with the
requirements regarding minimum initial and subsequent cash investment amounts
set forth in the Corporation's Registration Statement (No. 333-139704) on Form
S-11 as such registration statement has been amended or supplemented as of the
date of such issuance or transfer or any lower applicable state requirements
with respect to minimum initial and subsequent cash investment amounts in effect
as of the date of the issuance or transfer.




Section 5.9.  Dividend Reinvestment
Plans.  The board may establish, from time to time, a dividend
reinvestment plan or plans.  Under any dividend reinvestment plan,
(a) all material information regarding dividends to the Common Stockholders
and the effect of reinvesting such dividends, including the tax consequences
thereof, shall be provided to the Common Stockholders not less often than
annually, and (b) each Common Stockholder participating in such plan shall have
a reasonable opportunity to withdraw from the plan not less often than annually
after receipt of the information required in clause (a) above.




Section 5.10.  Distributions.  Only
the board of directors may authorize payments to stockholders in connection with
their stock.  The decision to authorize a distribution, like all other
board decisions, shall be made in good faith, in a manner reasonably believed to
be in the best interest of the corporation and with the care that an ordinarily
prudent person in a like position would use under similar
circumstances.  Until the board of directors determines that it is no
longer in the best interest of the Corporation to qualify as a REIT, the board
of directors are to authorize dividends to the extent necessary to preserve the
status of the Corporation as a REIT.


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Distributions in kind shall not be
permitted, except for distributions of readily marketable securities,
distributions of beneficial interests in a liquidating trust established for the
dissolution of the Corporation and the liquidation of its assets in accordance
with the terms of the charter or distributions that meet all of the following
conditions: (a) the board of directors advises each Common Stockholder of the
risks associated with direct ownership of the property, (b) the board of
directors offers each Common Stockholder the election of receiving such in-kind
distributions and (c) in-kind distributions are made only to those Common
Stockholders who accept such offer.




ARTICLE
VI




RESTRICTION
ON TRANSFER AND OWNERSHIP OF SHARES




Section 6.1.  Definitions.  As
used in this Article VI, the following terms shall have the following
meanings:




Aggregate Stock Ownership
Limit.  9.8% in value of the aggregate of the outstanding
shares of Capital Stock.  The value of the outstanding shares of
Capital Stock shall be determined by the board of directors in good faith, which
determination shall be conclusive for all purposes hereof.




Beneficial
Ownership.  Ownership 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 would be treated as
owned through the application of Section 544 of the Code, as modified by
Section 856(h)(1)(B) of the Code.  The terms “Beneficial Owner,”
“Beneficially Owns,” “Beneficially Owning" and “Beneficially Owned” shall have
the correlative meanings.




Business
Day.  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.




Charitable
Beneficiary.  One or more beneficiaries of the Trust as
determined pursuant to Section 6.3.6, 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.




Common Stock Ownership
Limit.  9.8% (in value or in number of shares, whichever is
more restrictive) of the aggregate of the outstanding shares of Common Stock of
the Corporation.  The number and value of outstanding shares of Common
Stock of the Corporation shall be determined by the board of directors in good
faith, which determination shall be conclusive for all purposes
hereof.




Constructive
Ownership.  Ownership 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 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,” “Constructively Owning” and “Constructively Owned” shall
have the correlative meanings.


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Excepted
Holder.  A stockholder of the Corporation for whom an Excepted
Holder Limit is created by this charter or by the board of directors pursuant to
Section 6.2.7.




Excepted Holder
Limit.  The percentage limit established by the board of
directors pursuant to Section 6.2.7 provided that the affected Excepted
Holder agrees to comply with the requirements established by the board of
directors pursuant to Section 6.2.7, and subject to adjustment pursuant to
Section 6.2.8.




Initial
Date.  The date upon which the charter containing this Article
VI is filed with the SDAT.




Market
Price.  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 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 in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the principal national securities 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 national securities 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 organization, 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 in good faith
by the board of directors.




Prohibited
Owner.  With respect to any purported Transfer, any Person who
but for the provisions of Section 6.2.1 would Beneficially Own or
Constructively Own shares of Capital Stock 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 first day on which the Corporation determines
pursuant to Section 7.7 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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Transfer.  Any
issuance, sale, transfer, gift, assignment, devise or other disposition as well
as any other event that causes any Person to acquire Beneficial Ownership or
Constructive Ownership, or any agreement to take any such actions or cause any
such events, of Capital Stock or the right to vote or receive distributions on
Capital Stock, 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, Constructively Owned or Beneficially Owned
and whether by operation of law or otherwise.  The terms
"Transferring" and "Transferred" shall have the correlative
meanings.




Trust.  Any
trust provided for in Section 6.3.1.




Trustee.  The
Person unaffiliated with the Corporation and a Prohibited Owner that is
appointed by the Corporation to serve as trustee of the Trust.




Section 6.2.  Capital
Stock.




Section 6.2.1.  Ownership
Limitations.  Prior to the Restriction Termination
Date:




(a)          Basic
Restrictions.




(i)           (1)
No Person, other than an Excepted Holder, shall Beneficially Own or
Constructively Own shares of Capital Stock in excess of the Aggregate Stock
Ownership Limit, (2) no Person, other than an Excepted Holder, shall
Beneficially Own or Constructively Own shares of Common Stock in excess of the
Common Stock Ownership Limit and (3) 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)           No
Person shall Beneficially Own or Constructively Own shares of Capital Stock to
the extent that such Beneficial Ownership or Constructive Ownership of Capital
Stock would result in the Corporation (1) 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), or
(2) otherwise failing to qualify as a REIT (including, but not limited to,
Beneficial Ownership or Constructive Ownership that would result in the
Corporation owning (actually or Constructively) an interest in a tenant that is
described in Section 856(d)(2)(B) of the Code if the income derived by the
Corporation from such tenant would cause the Corporation to fail to satisfy any
of the gross income requirements of Section 856(c) of the Code); provided, however, that this
Section 6.2.1(a)(ii)(1) shall not apply to the Corporation’s first taxable
year for which a REIT election is made.




(iii)           Notwithstanding
any other provisions contained herein, 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 national securities exchange or automated
inter-dealer quotation system) that, if effective, would result in the Capital
Stock being Beneficially Owned by less 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;
provided, however, that
(1) this Section 6.2.1(a)(iii) shall not apply to a Transfer of shares of
Capital Stock occurring in the Corporation’s first taxable year for which a REIT
election is made and (2) the board of directors may waive this Section
6.2.1(a)(iii) if, in the opinion of the board of directors, such Transfer would
not adversely affect the Corporation’s ability to qualify as a
REIT.


13




(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 national securities exchange or automated inter-dealer
quotation system) occurs that, if effective, would result in any Person
Beneficially Owning or Constructively Owning shares of Capital Stock in
violation of Section 6.2.1(a)(i) or Section 6.2.1(a)(ii),




(i)           then
that number of shares of Capital Stock the Beneficial Ownership or Constructive
Ownership of which otherwise would cause such Person to violate
Section 6.2.1(a)(i) or Section 6.2.1(a)(ii) (rounded to the nearest whole
share) shall be automatically transferred to a Trust for the benefit of a
Charitable Beneficiary, as described in Section 6.3, effective as of the
close of business on the Business Day prior to the date of such Transfer and
such Person shall acquire no rights in such shares; provided,
however,




(ii)           if
the transfer to the Trust described in clause (i) of this sentence would not be
effective for any reason to prevent the violation of Section 6.2.1(a)(i) or
Section 6.2.1(a)(ii), then the Transfer of that number of shares of Capital
Stock that otherwise would cause any Person to violate Section 6.2.1(a)(i)
or Section 6.2.1(a)(ii) shall be void ab initio and the
intended transferee shall acquire no rights in such shares of Capital
Stock.




Section 6.2.2.  Remedies for
Breach.  If the board of directors shall at any time determine
in good faith that a Transfer or other event has taken place that results in a
violation of Section 6.2.1(a) or that a Person intends to acquire or has
attempted to acquire Beneficial Ownership or Constructive Ownership of any
shares of Capital Stock in violation of Section 6.2.1(a) (whether or not
such violation is intended), the board of directors or a committee thereof shall
take such action as it deems advisable to refuse to give effect to or to prevent
such Transfer or other event, including, without limitation, causing the
Corporation to redeem shares, 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
Transfers or attempted Transfers or other events in violation of
Section 6.2.1(a) shall automatically result in the transfer to the Trust
described above and, 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.




Section 6.2.3.  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 6.2.1(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 6.2.1(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.


14




Section 6.2.4.  Owners Required to Provide
Information.  Prior to the Restriction Termination
Date:




(a)           every
owner of 5% or more (or such higher percentage as required by the Code or the
Treasury Regulations promulgated thereunder) 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 Capital Stock and other shares of the Capital Stock
Beneficially Owned and a description of the manner in which such shares are
held.  Each such owner shall provide to the Corporation 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 Aggregate Stock Ownership
Limit.




(b)           each
Person who is a Beneficial Owner or Constructive Owner of Capital Stock and each
Person (including the stockholder of record) who is holding Capital Stock for a
Beneficial Owner or Constructive Owner shall provide to the Corporation such
information as the Corporation may request, in good faith, 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.




Section 6.2.5.  Remedies Not
Limited.  Subject to Section 7.7, nothing contained in
this Section 6.2 shall limit the authority of the board of directors to
take such other action as it deems necessary or advisable to protect the
Corporation and the interests of its stockholders in preserving the
Corporation's status as a REIT.




Section 6.2.6.  Ambiguity.  In
the case of an ambiguity in the application of any of the provisions of this
Section 6.2, Section 6.3 or any definition contained in
Section 6.1, the board of directors shall have the power to determine the
application of the provisions of this Section 6.2 or Section 6.3 with
respect to any situation based on the facts known to it.  In the event
Section 6.2 or Section 6.3 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 6.1, 6.2 or
6.3.




Section 6.2.7.  Exceptions.




(a)           Subject
to Section 6.2.1(a)(ii), the board of directors, in its sole discretion,
may exempt a Person from the Aggregate Stock Ownership Limit and the Common
Stock Ownership Limit, as the case may be, and may establish or increase an
Excepted Holder Limit for such Person if:




(i) the board of directors obtains such
representations and undertakings from such Person as are reasonably necessary to
ascertain that no Person's Beneficial Ownership or Constructive Ownership of
such shares of Capital Stock will violate
Section 6.2.1(a)(ii);


15




(ii) such Person does not and
represents that it will not own, actually or Constructively, an interest in a
tenant of the Corporation (or a tenant of any entity owned or controlled by the
Corporation) that would cause the Corporation to own, actually or
Constructively, more than a 9.9% interest (as set forth in
Section 856(d)(2)(B) of the Code) in such tenant and the board of directors
obtains such representations and undertakings from such Person as are reasonably
necessary to ascertain this fact (for this purpose, a tenant from whom the
Corporation (or an entity owned or controlled by the Corporation) derives (and
is expected to continue to derive) a sufficiently small amount of revenue such
that, in the opinion of the board of directors, rent from such tenant would not
adversely affect the Corporation's ability to qualify as a REIT shall not be
treated as a tenant of the Corporation); and




(iii) such Person agrees that any
violation or attempted violation of such representations or undertakings (or
other action which is contrary to the restrictions contained in Sections 6.2.1
through 6.2.6) will result in such shares of Capital Stock being automatically
transferred to a Trust in accordance with Section 6.2.1(b) and Section
6.3.




(b)           Prior
to granting any exception pursuant to Section 6.2.7(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 discretion, as it may deem necessary or advisable in order
to determine or ensure the Corporation's 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 6.2.1(a)(ii), an underwriter which participates in a public
offering or a private placement 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 Aggregate Stock Ownership Limit, the Common
Stock Ownership Limit or both such limits, but only to the extent necessary to
facilitate such public offering or private placement.




(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 Common Stock
Ownership Limit.




Section 6.2.8.  Increase in Aggregate Stock
Ownership Limit and Common Stock Ownership Limit.  The board of
directors may from time to time increase the Common Stock Ownership Limit and
the Aggregate Stock Ownership Limit.


16




Section 6.2.9.  Legend.  Each
certificate for shares of Capital Stock shall bear substantially the following
legend:




The
shares represented by this certificate are subject to restrictions on Beneficial
Ownership, Constructive Ownership and Transfer for the purpose of the
Corporation's maintenance of its status as a Real Estate Investment Trust under
the Internal Revenue Code of 1986, as amended (the “Code”).  Subject
to certain further restrictions and except as expressly provided in the
Corporation's charter:  (a) no Person may Beneficially Own or
Constructively Own shares of the Corporation's Common Stock in excess of 9.8%
(in value or number of shares) of the outstanding shares of Common Stock of the
Corporation unless such Person is an Excepted Holder (in which case the Excepted
Holder Limit for such Excepted Holder shall be applicable); (b) no Person may
Beneficially Own or Constructively Own shares of Capital Stock of the
Corporation in excess of 9.8% of the value of the total outstanding shares of
Capital Stock of the Corporation, unless such Person is an Excepted Holder (in
which case the Excepted Holder Limit for such Excepted Holder shall be
applicable); (c) no Person may Beneficially Own or Constructively Own Capital
Stock that would result in the Corporation being “closely held” under
Section 856(h) of the Code or otherwise cause the Corporation to fail to
qualify as a REIT; and (d) other than as provided in the Corporation’s charter,
no Person may Transfer shares of Capital Stock if such Transfer would result in
the Capital Stock of the Corporation being owned by fewer than 100
Persons.  Any Person who Beneficially Owns or Constructively Owns or
attempts to Beneficially Own or Constructively Own shares of Capital Stock which
causes or will cause a Person to Beneficially Own or Constructively Own shares
of Capital Stock in excess or in violation of the above limitations must
immediately notify the Corporation.  If any of the restrictions on
Transfer or ownership are violated, the shares of Capital Stock represented
hereby will be automatically transferred to a Trustee of a Trust for the benefit
of one or more Charitable Beneficiaries.  In addition, upon the
occurrence of certain events, attempted Transfers in violation of the
restrictions described above may be void ab initio.


17


Until the
Common Stock is Listed, to purchase Common Stock, the purchaser must represent
to the Corporation:  (i) that such purchaser (or, in the case of
sales to fiduciary accounts, that the beneficiary, fiduciary account or grantor
or donor who directly or indirectly supplies the funds to purchase the shares if
the grantor or donor is the fiduciary) has a minimum annual gross income of
$70,000 and a net worth (excluding home, furnishings and automobiles) of not
less than $70,000; or (ii) that such purchaser (or, in the case of sales
to  fiduciary accounts, that the beneficiary, fiduciary account or
grantor or donor who directly or indirectly supplies the funds to purchase the
shares if the grantor or donor is the fiduciary) has a net worth (excluding
home, furnishings and automobiles) of not less than $250,000.  Until
the Common Stock is Listed, each transfer of shares of Common Stock shall comply
with the requirements regarding minimum initial and subsequent cash investment
amounts set forth in the Corporation's Registration Statement (No. 333-126087)
on Form S-11 as such registration statement has been amended or supplemented as
of the date of such issuance or transfer or any lower applicable state
requirements with respect to minimum initial and subsequent cash investment
amounts in effect as of the date of the issuance or transfer.




All
capitalized terms in this legend have the meanings defined in the charter of the
Corporation, as the same may be amended from time to time, a copy of which,
including the restrictions on Transfer and ownership, will be furnished to each
holder of Capital Stock of the Corporation on request and without
charge.




Instead
of the foregoing legend, the certificate may state that the Corporation will
furnish a full statement about certain restrictions on transferability to a
stockholder on request and without charge.  Such statement shall also
be sent on request and without charge to stockholders who are issued shares
without a certificate.




Section 6.3.  Transfer of Capital Stock in
Trust.




Section 6.3.1.  Ownership in
Trust.  Upon any purported Transfer or other event described in
Section 6.2.1(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 6.2.1(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 6.3.6.




Section 6.3.2.  Status of Shares Held by the
Trustee.  Shares of Capital Stock held by the Trustee shall be
issued and outstanding shares of Capital Stock of the
Corporation.  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 and shall
have no rights to dividends or other distributions attributable to the shares
held in the Trust.


18




Section 6.3.3.  Distributions and Voting
Rights.  The Trustee shall have all voting rights and rights to
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 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 distribution to the Trustee upon
demand, and any distribution authorized but unpaid shall be paid when due to the
Trustee.  Any 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 with
respect to the shares held in the Trust (at the Trustee's sole discretion) (a)
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 (b) 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 VI, 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.




Section 6.3.4.  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,
designated by the Trustee, whose ownership of the shares will not violate the
ownership limitations set forth in Section 6.2.1(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 6.3.4.  The Prohibited Owner shall receive the lesser of
(a) 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 or (b) the price per share
received by the Trustee from the sale or other disposition of the shares held in
the Trust.  Any net sale 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 6.3.4, such excess
shall be paid to the Trustee upon demand.




Section 6.3.5.  Purchase Right in 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 (a)
the price per share in the transaction that resulted in such transfer to the
Trust (or, in the case of a devise or gift, the Market Price at the time of such
devise or gift) or (b) the Market Price on the date the Corporation, or its
designee, accepts such offer.  The Corporation shall have the right to
accept such offer until the Trustee has sold the shares held in the Trust
pursuant to Section 6.3.4.  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.


19


Section 6.3.6.  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 (a) the shares of
Capital Stock held in the Trust would not violate the restrictions set forth in
Section 6.2.1(a) in the hands of such Charitable Beneficiary and (b)
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.




Section 6.4.  Settlement.  Nothing
in this Article VI shall preclude the settlement of any transaction entered into
through the facilities of any national securities exchange or automated
inter-dealer quotation system.  The fact that the settlement of any
transaction is so permitted shall not negate the effect of any other provision
of this Article VI and any transferee in such a transaction shall be
subject to all of the provisions and limitations set forth in this Article
VI.




Section 6.5.  Enforcement.  The
Corporation is authorized specifically to seek equitable relief, including
injunctive relief, to enforce the provisions of this Article VI.




Section 6.6.  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.




ARTICLE
VII




BOARD
OF DIRECTORS




Section
7.1.  Number
of Directors.  The initial number of directors of the
Corporation shall be one; provided, however, that there shall be at least three
directors at such time that the Corporation has more than one holder of record
of its shares.  At commencement of the initial public offering, the
number of directors of the Corporation shall be at least three, which number may
be increased or decreased from time to time pursuant to the bylaws but shall
never be less than three.  Upon commencement of the Initial Public
Offering, a majority of the seats on the board of directors shall be for
Independent Directors.  The Independent Directors Committee shall
nominate replacements for vacancies amongst the Independent Director
positions.  No reduction in the number of directors shall cause the
removal of any director from office prior to the expiration of his term, except
as may otherwise be provided in the terms of any Preferred Stock issued by the
Corporation.  The name of the director who shall serve on the board
until the next annual meeting of the stockholders and until his successor is
duly elected and qualified, subject to the filling of vacancies or an increase
in the number of directors prior to the next annual meeting of the stockholders,
is:





Terry G.
Roussel


20


Section
7.2.  Term
of Directors.  Each director shall hold office for one year,
until the next annual meeting of stockholders and until his successor is duly
elected and qualified. Directors may be elected to an unlimited number of
successive terms.




Section
7.3.  Experience.  Each
director who is not an Independent Director shall have at least three years of
relevant experience demonstrating the knowledge and experience required to
successfully acquire and manage the type of assets being acquired by the
Corporation. At least one of the Independent Directors shall have three years of
relevant real estate experience.




Section
7.4.  Committees.  The
board may establish such committees as it deems appropriate, provided that the
majority of the members of each committee are Independent
Directors.




Section
7.5.  Fiduciary
Obligations.  The directors are fiduciaries of the Corporation
and its stockholders.  The directors have a fiduciary duty to the
stockholders to supervise the relationship between the Corporation and the
Advisor.




Section
7.6.  Ratification of
Charter.  At or before the first meeting of the board of
directors following the date of this amendment and restatement of the charter,
the board of directors and the Independent Directors Committee shall each review
and ratify the charter by majority vote.





Section
7.7.  REIT
Qualification.  If the Corporation elects to qualify for
federal income tax treatment as a REIT, the board of directors shall use its
reasonable best efforts to take such actions as 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 continue to be qualified as a REIT, the board of directors may
revoke or otherwise terminate the Corporation's REIT election pursuant to
Section 856(g) of the Code.  The board of directors also may
determine that compliance with any restriction or limitation on ownership and
transfers of Capital Stock set forth in Article VI is no longer required for
REIT qualification.  The determination by the board of directors that
it is no longer in the best interests of the Corporation to continue to be
qualified as a REIT shall require the concurrence of two-thirds of the board of
directors.


21


Section
7.8.  Determinations by the
Board.  The determination as to any of the following matters,
made in good faith by or pursuant to the direction of the board of directors or
the Independent Directors Committee consistent with the charter and in the
absence of actual receipt of an improper benefit in money, property or services
or active and deliberate dishonesty established by a court, shall be final and
conclusive and shall be binding upon the Corporation and every holder of shares
of its Capital Stock: (a) 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, redemption of its Capital Stock or the payment of other
distributions on its Capital Stock; (b) the amount of paid-in surplus, net
assets, other surplus, annual or other net profit, net assets in excess of
capital, undivided profits or excess of profits over losses on sales of assets;
(c) 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 paid or discharged); (d) 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; (e) the application of any provision of
this charter in the case of any ambiguity, including, without limitation: (i)
any provision of the definitions of any of the following: Affiliate, Independent
Director and Sponsor, (ii) which amounts paid to the Advisor or its Affiliates
are property-level expenses connected with the ownership of real estate
interests, mortgage loans or other property, which expenses are excluded from
the definition of Total Operating Expenses, and (iii) whether expenses qualify
as Organization and Offering Expenses; (f) whether substantial justification
exists to invest in or make a mortgage loan contemplated by Section 9.11(b)
because of the presence of other underwriting criteria; and (g) any matters
relating to the acquisition, holding and disposition of any assets by the
Corporation.




ARTICLE
VIII




ADVISOR




Section
8.1.  Appointment and Initial
Investment of Advisor.  The board of directors may appoint an
Advisor to direct and/or perform the day-to-day business affairs of the
Corporation.  The board of directors may exercise broad discretion in
allowing the Advisor to administer and regulate the operations of the
Corporation, to act as agent for the Corporation, to execute documents on behalf
of the Corporation and to make executive decisions that conform to general
policies and principles established by the board of directors.  The
term of retention of any Advisor shall not exceed one year, although there is no
limit to the number of times that a particular Advisor may be
retained.  Before the initial public offering of the Corporation, the
Advisor shall have made the Initial Investment.  The Advisor or any
such Affiliate may not sell the equity interest acquired with its Initial
Investment while the Advisor remains an Advisor but may transfer the interest in
the Corporation acquired with its Initial Investment to its
Affiliates.


22


Section
8.2.  Supervision of
Advisor.  The board of directors shall evaluate the performance
of the Advisor before entering into or renewing an Advisory Agreement, and the
criteria used in such evaluation shall be reflected in the minutes of the
meetings of the board of directors. The board of directors may exercise broad
discretion in allowing the Advisor to administer and regulate the operations of
the Corporation, to act as agent for the Corporation, to execute documents on
behalf of the Corporation and to make executive decisions that conform to
general policies and principles established by the board.  The
Independent Directors Committee shall determine at least annually whether the
expenses incurred by the Corporation are reasonable in light of the investment
performance of the Corporation, its Net Assets, its Net Income and the fees and
expenses of other comparable unaffiliated REITs.  The Independent
Directors Committee shall determine from time to time and at least annually that
the compensation to be paid to the Advisor is reasonable in relation to the
nature and quality of services performed and that such compensation is within
the limits prescribed by the charter.  Each such determination shall
be reflected in the minutes of the meetings of the board.  The
Independent Directors Committee shall also supervise the performance of the
Advisor and the compensation paid to the Advisor by the Corporation to determine
that the provisions of the Advisory Agreement are being met.  Each
such determination shall be based on factors such as (a) the amount of the fee
paid to the Advisor in relation to the size, composition and performance of the
Corporation's portfolio; (b) the success of the Advisor in generating
opportunities that meet the investment objectives of the Corporation; (c) rates
charged to other REITs and to investors other than REITs by advisors performing
the same or similar services; (d) additional revenues realized by the Advisor
and its Affiliates through their relationship with the Corporation, including
loan administration, underwriting or broker commissions, servicing, engineering,
inspection and other fees, whether paid by the Corporation or by others with
whom the Corporation does business; (e) the quality and extent of service and
advice furnished by the Advisor; (f) the performance of the Corporation's
portfolio, including income, conservation or appreciation of capital, frequency
of problem investments and competence in dealing with distress situations; and
(g) the quality of the Corporation's portfolio relative to the investments
generated by the Advisor for its own account.  The Independent
Directors Committee may also consider all other factors that it deems relevant,
and its findings on each of the factors considered shall be recorded in the
minutes of the board of directors.  The Corporation may not enter
into, renew or amend the Advisory Agreement without the approval (by majority
vote) of the Independent Directors Committee.  The board shall
determine whether any successor Advisor possesses sufficient qualifications to
perform the advisory function for the Corporation and whether the compensation
provided for in its contract with the Corporation is justified.




Section
8.3.  Fiduciary
Obligations.  The Advisor is a fiduciary of the Corporation and
its stockholders.




Section
8.4.  Termination.  Either
the Independent Directors Committee (by majority vote) or the Advisor may
terminate the Advisory Agreement on 60 days written notice without cause or
penalty, and, in such event, the Advisor will cooperate with the Corporation and
the board of directors in making an orderly transition of the advisory
function.




Section
8.5.  Disposition Fee on Sale of
Property.  If the Advisor or a director or Sponsor or any
Affiliate thereof provides a substantial amount of the services in the effort to
sell the property of the Corporation, that Person may receive an amount up to 3%
of the sales price of such property or properties; provided, however, that the
amount paid when added to all other real estate commissions paid to unaffiliated
parties in connection with such sale shall not exceed the lesser of the
Competitive Real Estate Commission or an amount equal to 6% of the sales price
of such property or properties.


23


Section
8.6.  Incentive
Fees.  An interest in the gain from the sale of assets of the
Corporation (as opposed to real estate commissions, which are the subject of
Section 8.5) may be paid to the Advisor or an entity affiliated with the Advisor
provided that (a) the interest in the gain must be reasonable, and (b) if
multiple Advisors are involved, incentive fees must be distributed by a
proportional method reasonably designed to reflect the value added to the
Corporation's assets by each respective Advisor and its
Affiliates.  Such an interest in gain from the sale of assets of the
Corporation shall be considered presumptively reasonable if it does not exceed
15% of the balance of such net proceeds remaining after payment to Common
Stockholders, in the aggregate, of an amount equal to 100% of the original issue
price of the Common Stock, plus an amount equal to 6% of the original issue
price of the Common Stock per annum cumulative.  Distribution of
incentive fees to the Advisor or an entity affiliated with the Advisor in
proportion to the length of time served as Advisor while such property was held
by the Corporation or in proportion to the fair market value of the asset at the
time of the Advisor's termination and the fair market value of the asset upon
its disposition by the Corporation shall be considered reasonable methods by
which to apportion incentive fees.  For purposes of this Section, the
original issue price of the Common Stock shall be reduced by prior cash
distributions to Common Stockholders of net proceeds from the sale of assets of
the Corporation.




Section
8.7.  Acquisition
Fees.  The Corporation shall not purchase a property or invest
in or make a mortgage loan if the combined Acquisition Fees and Acquisition
Expenses incurred in connection therewith are not reasonable or exceed 6% of the
Contract Purchase Price or, in the case of a mortgage loan, 6% of the funds
advanced unless the Independent Directors Committee approves (by majority vote)
the Acquisition Fees and Acquisition Expenses and determines the transaction to
be commercially competitive, fair and reasonable to the
Corporation.  The Corporation may pay Acquisition Fees and Acquisition
Expenses in advance of acquisitions provided that the method of allocating such
Acquisition Fees and Acquisition Expenses to subsequent property or mortgage
investments for purposes of the limit set forth in the preceding sentence has
been approved by the Independent Directors Committee.




Section
8.8.  Reimbursement for Total
Operating Expenses.  Commencing four fiscal quarters after the
Corporation’s acquisition of its first real estate asset, the Independent
Directors Committee shall have the responsibility of limiting Total Operating
Expenses to amounts that do not exceed the greater of 2% of Average Invested
Assets or 25% of Net Income (the “2%/25% Guidelines”) for the four consecutive
fiscal quarters then ended unless it has made a finding that, based on unusual
and non-recurring factors that it deems sufficient, a higher level of expenses
(an "Excess Amount") is justified.  Any such finding and the reasons
in support thereof shall be reflected in the minutes of the
meetings.  After the end of any fiscal quarter of the Corporation for
which there is an Excess Amount for the 12 months then ended, such fact shall be
disclosed in writing and sent to the Common Stockholders within 60 days of such
quarter-end (or shall be disclosed to the Common Stockholders in the next
quarterly report of the Corporation), together with an explanation of the
factors the Independent Directors Committee considered in determining that such
Excess Amount was justified.  In the event that the Independent
Directors Committee does not determine that excess expenses are justified, the
Advisor shall reimburse the Corporation at the end of the 12-month period the
amount by which the aggregate annual expenses paid or incurred by the
Corporation exceeded the 2%/25% Guidelines.




24




Section
8.9.  Corporate
Opportunities.  For so long as the Corporation is externally
advised by the Advisor, the Corporation has no interest in any opportunity known
to the Advisor or an Affiliate thereof unless it has been recommended to the
Corporation by the Advisor.  The preceding sentence shall be of no
consequence except in connection with the application of the corporate
opportunity doctrine.




ARTICLE
IX




INVESTMENT
OBJECTIVES AND LIMITATIONS




Section
9.1.  Investment
Objectives.  The board of directors shall establish written
policies on investments and borrowing and shall monitor the administrative
procedures, investment operations and performance of the Corporation and the
Advisor to assure that such policies are carried out.  The Independent
Directors Committee shall review the investment policies of the Corporation with
sufficient frequency (not less often than annually) to determine that the
policies being followed by the Corporation are in the best interests of the
Common Stockholders.  Each such determination and the basis therefore
shall be set forth in the minutes of the meetings of the board of
directors.




Section
9.2.  Approval of
Acquisitions.  The Corporation may not purchase any property
without the approval of a majority of the board of directors or the approval of
a majority of a committee of the board, provided that the members of the
committee approving the transaction would also constitute a majority of the
board.  The consideration paid for any property acquired by the
Corporation will ordinarily be based on the fair market value of such
property.  The Corporation may not purchase or lease properties in
which the Advisor, a Sponsor, a director or an Affiliate thereof has an interest
without a determination by the Independent Directors Committee (by majority
vote) that such transaction is fair and reasonable to the Corporation and at a
price to the Corporation no greater than the cost of the property to the
Affiliated seller or lessor unless there is substantial justification for the
excess amount.  Notwithstanding the preceding sentence, in no event
may the Corporation acquire any such property at an amount in excess of its
current appraised value as determined by an Independent Expert.  An
appraisal is “current” for purposes of the preceding sentence if obtained within
the 12-month period preceding the transaction.  If a property with a
current appraisal is acquired indirectly from an Affiliated seller through the
acquisition of securities in an entity that directly or indirectly owns the
property, a second appraisal on the value of the securities of the entity shall
not be required if (i) the Independent Directors Committee determines that such
transaction is fair and reasonable to the Corporation, (ii) the transaction is
at a price to the Corporation no greater than the cost of the securities to the
Affiliated seller, (iii) the entity has conducted no business other than the
financing, acquisition and ownership of the property and (iv) the price paid by
the entity to acquire the property did not exceed the current appraised value as
determined by an Independent Expert.


25


Section
9.3.  Limitations on Sales to
Affiliates.  The Corporation shall not transfer or lease assets
to a Sponsor, the Advisor, a director or an Affiliate thereof unless approved by
the Independent Directors Committee (by majority vote) as being fair and
reasonable to the Corporation.




Section
9.4.  Limitations on Joint
Ventures. The Corporation shall not invest in a  Joint
Venture or Equity Securities unless the Independent Directors Committee (by
majority vote) approves such investment as being fair, competitive and
commercially reasonable.  The Corporation shall not invest in a Joint
Venture with the Sponsor, Advisor, a director or any Affiliate thereof unless
the Independent Directors Committee approves (by majority vote) the transaction
as being fair and reasonable to the Corporation and (i) if the only other joint
venturer is such an Affiliate, on substantially the same terms and conditions as
those received by the Affiliate or (ii) if there are more than one other joint
venturer, either on terms and conditions no worse than those received by any
Affiliate or on terms and conditions no worse than those received by a
third-party joint venturer that negotiated its terms on an arms-length
basis.




Section
9.5.  Limitations on Other
Transactions Involving Affiliates.  The Independent Directors
Committee (by majority vote) must conclude that all other transactions between
the Corporation and a Sponsor, the Advisor, a director or an Affiliate thereof
are fair and reasonable to the Corporation and on terms and conditions not less
favorable to the Corporation than those available from unaffiliated third
parties.




Section
9.6.  Limitations on the
Repurchase of Capital Stock.  The Corporation may not pay a fee
to the Advisor, a Sponsor, a director or an Affiliate thereof in connection with
the Corporation’s repurchase of shares of Capital Stock.




Section
9.7.  Limitations on
Loans.The
Corporation will not make any loans to a Sponsor, the Advisor, a director or an
Affiliate thereof except as provided in Section 9.11 or to wholly owned
subsidiaries (directly or indirectly) of the Corporation.  The
Corporation will not borrow from such parties unless the Independent Directors
Committee (by majority vote) approves the transaction as being fair, competitive
and commercially reasonable and no less favorable to the Corporation than
comparable loans between unaffiliated parties.  These restrictions on
loans apply to advances of cash that are commonly viewed as loans, as determined
by the board of directors.  By way of example only, the prohibition on
loans would not restrict advances of cash for legal expenses or other costs
incurred as a result of any legal action for which indemnification is being
sought nor would the prohibition limit the Corporation’s ability to advance
reimbursable expenses incurred by directors or officers or the Advisor or its
Affiliates.




Section
9.8.  Limitations on
Leverage.  The aggregate borrowings of the Corporation, secured
and unsecured, shall be reviewed by the board of directors at least
quarterly.  The maximum amount of such borrowings in relation to the
Net Assets shall not exceed 300% in the absence of a satisfactory showing that a
higher level of borrowings is appropriate.  Any excess in borrowings
over such 300% level shall be approved by the Independent Directors Committee
(by majority vote) and disclosed to the Common Stockholders in the next
quarterly report of the Corporation, along with justification for such
excess.


26


Section
9.9.  Limitations on the Issuance
of Options and Warrants.




(a)           The
Corporation shall not issue options or warrants to purchase Capital Stock (i)
with an exercise price that is less than the fair market value of such Capital
Stock on the date of grant or (ii) for consideration (which may include
services) that the Independent Directors Committee concludes (by majority vote)
has a fair market value that is less than the value of such option or warrant on
the date of grant.




(b)           The
Corporation shall not issue options or warrants to purchase Capital Stock to the
Advisor, a Sponsor, a director or an Affiliate thereof (i) on terms more
favorable than the Corporation offers such options or warrants to the general
public or (ii) in excess of an amount equal to 10% of the outstanding Capital
Stock on the date of grant.




Section
9.10.  Limitations on Investments
in Commodities Contracts.  The Corporation may not invest in
commodities or commodity futures contracts, except for futures contracts used
solely for the purpose of hedging in connection with the ordinary business of
investing in real estate assets and mortgages.




Section
9.11.  Limitations Regarding
Mortgage Loans.  The Corporation may not make or invest in
mortgage loans unless an appraisal is obtained concerning the underlying
property, except for those mortgage loans insured or guaranteed by a government
or government agency.  In cases in which the Independent Directors
Committee (by majority vote) so determines, and in all cases in which the
transaction is with the Advisor, a director, a Sponsor or an Affiliate thereof,
such an appraisal must be obtained from an Independent Expert concerning the
underlying property.  The Corporation shall keep the appraisal for at
least five years and make it available for inspection and duplication by any
Common Stockholder.  The Corporation shall obtain a mortgagee’s or
owner’s title insurance policy or commitment as to the priority of the mortgage
or the condition of the title.  Further, the Advisor and the board of
directors shall observe the following policies in connection with investing in
or making mortgage loans:




(a)
            The
      Corporation shall not invest in real estate contracts of sale, otherwise
      known as land sale contracts, unless such contracts of sale are in
      recordable form and appropriately recorded in the chain of
      title.




(b)
            The
      Corporation shall not make or invest in mortgage loans, including
      construction loans, on any one property if the aggregate amount of all
      mortgage loans outstanding on the property, including the loans of the
      Corporation, would exceed an amount equal to 85% of the appraised value of
      the property as determined by appraisal unless the board determines that a
      substantial justification exists because of the presence of other
      underwriting criteria.  For purposes of this subsection, the
      “aggregate amount of all mortgage loans outstanding on the property,
      including the loans of the Corporation,” shall include all interest
      (excluding contingent participation in income and/or appreciation in value
      of the mortgaged property), the current payment of which may be deferred
      pursuant to the terms of such loans, to the extent that deferred interest
      on each loan exceeds 5% per annum of the principal balance of the
      loan.


27


(c)
            The
      Corporation may not make or invest in any mortgage loans that are
      subordinate to any mortgage or equity interest of the Advisor, a Sponsor,
      a director or an Affiliate of the
Corporation.




Section
9.12.  Limitations on Investments
in Unimproved Real Property.  The Corporation may not make
investments in Unimproved Real Property or mortgage loans on Unimproved Real
Property in excess of 10% of the Corporation’s total assets.




Section
9.13.  Limitations on Issuances of
Securities.  The Corporation may not (a) issue equity
securities on a deferred payment basis or other similar arrangement;
(b) issue debt securities unless the historical debt service coverage (in
the most recently completed fiscal year) as adjusted for known changes is
sufficient to service that higher level of debt as determined by the board of
directors or a duly authorized executive officer of the Corporation; (c) issue
equity securities that are assessable after receipt by the Corporation of the
consideration for which the board authorized their issuance; or (d) issue equity
securities redeemable solely at the option of the holder, which restriction has
no affect on the Corporation’s ability to implement a share repurchase
program.  The Corporation may issue shares of Preferred Stock with
voting rights; provided that, when a privately issued share of Preferred Stock
is entitled to vote on a matter with the holders of shares of Common Stock, the
relationship between the number of votes per such share of Preferred Stock and
the consideration paid to the Corporation for such share shall not exceed the
relationship between the number of votes per any publicly offered share of
Common Stock and the book value per outstanding share of Common
Stock.  Nothing in this Section 9.13 is intended to prevent the
Corporation from issuing equity securities pursuant to a plan whereby the
commissions on the sales of such securities are in whole or in part deferred and
paid by the purchaser thereof out of future distributions on such securities or
otherwise.




Section
9.14.  Limitations on Roll-Up
Transactions.  In connection with any proposed Roll-Up
Transaction, an appraisal of all of the Corporation's assets shall be obtained
from a competent Independent Expert. The appraisal shall be based on the
evaluation of all relevant information and shall indicate the value of the
assets as of a date immediately prior to the announcement of the proposed
Roll-Up Transaction. The appraisal shall assume an orderly liquidation of the
assets over a 12-month period. The terms of the engagement of the Independent
Expert shall clearly state that the engagement is for the benefit of the
Corporation and its stockholders. A summary of the appraisal, indicating all
material assumptions underlying the appraisal, shall be included in a report to
stockholders in connection with a proposed Roll-Up Transaction. In connection
with a proposed Roll-Up Transaction, the Person sponsoring the Roll-Up
Transaction shall offer to each Common Stockholder who votes against the
proposed Roll-Up Transaction the choice of:


28


(a)         
 accepting the securities of the Roll-Up Entity offered in the proposed
Roll-Up Transaction; or




(b)          one
of the following:




(i)           remaining
as a Common Stockholder of the Corporation and preserving its interests therein
on the same terms and conditions as existed previously; or




(ii)           receiving
cash in an amount equal to the stockholder's pro rata share of the appraised
value of the Net Assets of the Corporation.




The
Corporation is prohibited from participating in any proposed Roll-Up
Transaction:




(w)         that
would result in the Common Stockholders having voting rights in a Roll-Up Entity
that are less than the rights set forth in Article XI hereof;




(x)           that
includes provisions that would operate as a material impediment to, or
frustration of, the accumulation of shares by any purchaser of the securities of
the Roll-Up Entity (except to the minimum extent necessary to preserve the tax
status of the Roll-Up Entity), or that would limit the ability of an investor to
exercise the voting rights of its securities of the Roll-Up Entity on the basis
of the number of shares held by that investor;




(y)          in
which investors' rights of access to the records of the Roll-Up Entity will be
less than those described in Section 11.5 and Section 11.6 hereof;
or




(z)           in
which any of the costs of the Roll-Up Transaction would be borne by the
Corporation if the Roll-Up Transaction is not approved by the Common
Stockholders.


29




ARTICLE
X




CONFLICTS
OF INTEREST




Section
10.1.  Independent Directors
Committee.




(a)           During
any time that the Corporation is advised by the Advisor, there shall be a
committee (the “Independent Directors Committee”) of the board of directors
comprised of all of the Independent Directors.  The Independent
Directors Committee is authorized to select and retain its own legal and
financial advisors.  In addition to those other powers delegated to
the Independent Directors Committee by this charter or by the board of
directors, the Independent Directors Committee may act on any matter that may be
delegated to a committee under the MGCL if the Independent Directors Committee
determines that the matter at issue is such that the exercise of independent
judgment by the directors who are not Independent Directors could reasonably be
compromised.  (Such determination shall be deemed to have been made
even if not separately discussed by the Independent Directors Committee or
reflected in the minutes of its meeting if the Independent Directors Committee
acts on a matter that is not expressly delegated to it by this charter or the
board of directors.)  If a matter cannot be delegated to a committee
under the MGCL but the Independent Directors Committee has determined that the
matter at issue is such that the exercise of independent judgment by the
directors who are not Independent Directors could reasonably be compromised,
both the board of directors and the Independent Directors Committee must approve
the matter.  Any board action regarding Organization and Offering
Expenses or the selection of an Independent Expert or the matters covered in any
of Sections 5.9, 7.6, 8.1, 8.2, 8.4, 8.5, 8.6, 8.7, 8.8, 9.1, 9.8, 10.1, 11.1,
12.2 or 12.3 shall require the approval of a majority of the Independent
Directors Committee.




(b)           The
Independent Directors Committee may create a subcommittee of the Independent
Directors Committee and delegate to the subcommittee any of the powers of the
Independent Directors Committee.  The members of any such subcommittee
shall serve at the pleasure of the Independent Directors Committee.




Section
10.2.  Voting by Independent
Directors Committee.  For an action to be taken by the
Independent Directors Committee or a subcommittee thereof, the matter must be
approved by a majority of the Independent Directors present for the purposes of
determining a quorum at a meeting at which a quorum is present or such higher
threshold as required by the charter.  If any Independent Director has
an interest in the matter at issue other than in his or her role as a director,
the matter must also be approved by a majority of those Independent Directors
present at the meeting who have no other interest in the matter.




ARTICLE
XI




STOCKHOLDERS




Section
11.1.  Meetings of
Stockholders.  There shall be an annual meeting of the
stockholders, to be held at such time and place as shall be determined by or in
the manner prescribed in the bylaws, at which the directors shall be elected and
any other proper business may be conducted.  The annual meeting will
be held on a date that is a reasonable period of time following the distribution
of the Corporation's annual report to stockholders but not less than 30 days
after delivery of such report; the board of directors and the Independent
Directors Committee shall take reasonable efforts to ensure that this
requirement is met.  A majority of the shares present in person or by
proxy at an annualmeeting of stockholders at which a quorum
is present may, without the necessity for concurrence by the board, vote to
elect the directors.  The presence in person or by proxy of
stockholders entitled to cast a majority of all the votes entitled to be cast at
the meeting constitutes a quorum.  Special meetings of stockholders
may be called in the manner provided in the bylaws, including by the president
or by a majority of the directors or a majority of the Independent Directors,
and shall be called by an officer of the Corporation upon written request of
Common Stockholders holding in the aggregate not less than 10% of the
outstanding shares entitled to be cast on any issue proposed to be considered at
any such special meeting.  Upon receipt of a written request stating
the purpose of such special meeting, the Advisor shall provide all stockholders
within 10 days of receipt of said request notice, whether in person or by mail,
of a special meeting and the purpose of such special meeting to be held on a
date not less than 15 days nor more than 60 days after the delivery of such
notice.  If the meeting is called by written request of stockholders
as described in this Section 11.1, the special meeting shall be held at the time
and place specified in the stockholder request; provided, however, that if none
is so specified, at such time and place convenient to the
stockholders.


30


Section
11.2.  Extraordinary
Actions.  Notwithstanding any provision of law permitting or
requiring any action to be taken or approved by the affirmative vote of the
holders of shares entitled to cast a greater number of votes, any such action
shall be effective and valid if taken or approved by the affirmative vote of
holders of shares entitled to cast a majority of all the votes entitled to be
cast on the matter.





Section
11.3.  Voting Rights of
Stockholders.  The concurrence of the board shall not be
required in order for the stockholders to remove directors or to amend the
charter or dissolve the corporation.  Without the approval of a
majority of the shares entitled to vote on the matter, the board of directors
may not (a) amend the charter to adversely affect the rights, preferences and
privileges of the Common Stockholders; (b) amend charter provisions relating to
director qualifications, fiduciary duties, liability and indemnification,
conflicts of interest, investment policies or investment restrictions; (c)
liquidate or dissolve the Corporation other than before the initial investment
in property; (d) sell all or substantially all of the Corporation's assets other
than in the ordinary course of the Corporation's business; or (e) cause the
merger or other reorganization of the Corporation.





Section
11.4.  Voting Limitations on Shares
Held by the Advisor, Directors and Affiliates.  No shares of
Common Stock may be transferred or issued to the Advisor, a director, or any
Affiliate thereof unless such prospective stockholder agrees that it will not
vote or consent on matters submitted to the stockholders regarding (a) the
removal of such Advisor, director or any of its Affiliates or (b) any
transaction between the Corporation and any such Advisor, director or any of its
Affiliates.  To the extent permitted by the MGCL, in determining the
requisite percentage in interest of shares necessary to approve a matter on
which the Advisor, a director and any of their Affiliates may not vote or
consent, any shares owned by any of them shall not be included.





Section
11.5.  Right
of Inspection.  Any stockholder and any designated
representative thereof shall be permitted access to the records of the
Corporation to which it is entitled under applicable law at all reasonable times
and may inspect and copy any such records for a reasonable
charge.  Inspection of the Corporation's books and records by the
office or agency administering the securities laws of a jurisdiction shall be
permitted upon reasonable notice and during normal business
hours.


31


Section
11.6.  Access to Stockholder
List.  An alphabetical list of the names, addresses and
telephone numbers of the Common Stockholders of the Corporation, along with the
number of shares of Capital Stock held by each of them (the “Stockholder List”),
shall be maintained as part of the books and records of the Corporation and
shall be available for inspection by any Common Stockholder or the stockholder's
designated agent at the home office of the Corporation upon the request of the
Common Stockholder.  The Stockholder List shall be updated at least
quarterly to reflect changes in the information contained therein.  A
copy of such list shall be mailed to any Common Stockholder so requesting within
10 days of receipt by the Corporation of the request.  The copy of the
Stockholder List shall be printed in alphabetical order, on white paper and in a
readily readable type size (in no event smaller than 10-point
type).  The Corporation may impose a reasonable charge for expenses
incurred in reproduction pursuant to the stockholder request.  A
Common Stockholder may request a copy of the Stockholder List in connection with
matters relating to stockholders' voting rights, the exercise of stockholder
rights under federal proxy laws or for any other proper and legitimate
purpose.  If the Advisor or the board neglects or refuses to exhibit,
produce or mail a copy of the Stockholder List as requested, the Advisor or the
board, as the case may be, shall be liable to any Common Stockholder requesting
the list for the costs, including reasonable attorneys' fees incurred by that
stockholder for compelling the production of the Stockholder List and for actual
damages suffered by any Common Stockholder by reason of such refusal or
neglect.  It shall be a defense that the actual purpose and reason for
the request for inspection or for a copy of the Stockholder List is to secure
such list of stockholders or other information for the purpose of selling such
list or copies thereof or using the same to solicit the acquisition of shares of
Common Stock or for another commercial purpose other than in the interest of the
applicant as a stockholder relative to the affairs of the
Corporation.  The Corporation may require the stockholder requesting
the Stockholder List to represent that the list is not requested for a
commercial purpose unrelated to the stockholder's interest in the
Corporation.  The rights provided hereunder to stockholders requesting
copies of the Stockholder List are in addition to and shall not in any way limit
other rights available to stockholders under federal law or the laws of any
state.




Section
11.7.  Reports.  The
Corporation shall cause to be prepared and mailed or delivered to each Common
Stockholder as of a record date after the end of the fiscal year and each holder
of other publicly held securities of the Corporation within 120 days after the
end of the fiscal year to which it relates an annual report for each fiscal year
ending after the initial public offering of its securities that shall include:
(a) financial statements prepared in accordance with generally accepted
accounting principles that are audited and reported on by independent certified
public accountants; (b) the ratio of the costs of raising capital during the
period to the capital raised; (c) the aggregate amount of advisory fees and the
aggregate amount of other fees paid to the Advisor and any Affiliate of the
Advisor by the Corporation, including fees or charges paid to the Advisor and
any Affiliate of the Advisor by third parties doing business with the
Corporation; (d) the Total Operating Expenses of the Corporation, stated as a
percentage of Average Invested Assets and as a percentage of its Net Income; (e)
a report from the Independent Directors Committee that the policies being
followed by the Corporation are in the best interests of its Common Stockholders
and the basis for such determination; and (f) separately stated, full disclosure
of all material terms, factors and circumstances surrounding any and all
transactions involving the Corporation and the Advisor, Sponsor, a director or
any Affiliate thereof occurring in the year for which the annual report is made,
and the Independent Directors Committee shall be specifically charged with a
duty to examine and comment in the report on the fairness of such
transactions.  Alternatively, such information may be provided in a
proxy statement delivered with the annual report.  The board of
directors, including the Independent Directors, shall take reasonable steps to
ensure that the requirements of this Section 11.7 are met.  The annual
report may be delivered by any reasonable means, including through an electronic
medium.  Electronic delivery of the annual report or proxy statement
shall comply with any then-applicable rules of the U.S. Securities and Exchange
Commission.


32


Section
11.8.  Rights of Objecting
Stockholders.  Holders of shares of Capital Stock shall not be
entitled to exercise any rights of an objecting stockholder provided for under
Title 3, Subtitle 2 of the MGCL unless the board, upon the affirmative vote of a
majority of the entire board, shall determine that such rights shall apply, with
respect to all or any classes or series of Capital Stock, to a particular
transaction or all transactions occurring after the date of such approval in
connection with which holders of such shares of Capital Stock would otherwise be
entitled to exercise such rights.




Section
11.9.  Liability of
Stockholders.  The shares of Common Stock of the Corporation
shall be non-assessable by the Corporation upon receipt by the Corporation of
the consideration for which the board of directors authorized their
issuance.




Section
11.10.  Unsolicited Takeover
Statute.  The Corporation may not take advantage of the
following permissive provisions of Title 3, Subtitle 8 of the MGCL: (i) the
Corporation may not elect to be subject to a two-thirds voting requirement for
removing a director and (ii) the Corporation may not elect to be subject to a
majority requirement for the calling of a special meeting of
stockholders.




ARTICLE  XII




LIABILITY
OF DIRECTORS,


OFFICERS,
ADVISORS AND OTHER AGENTS




Section
12.1.  Limitation of Director and
Officer Liability.  Except as prohibited by the restrictions
provided in Section 12.3, no 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 Section 12.1, nor
the adoption or amendment of any other provision of the charter or bylaws
inconsistent with this Section 12.1, 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.


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Section
12.2.  Indemnification.




(a)           Except
as prohibited by the restrictions provided in Section 12.2(b), Section 12.3 and
Section 12.4, the Corporation shall indemnify and pay or reimburse reasonable
expenses in advance of the final disposition of a proceeding to (i) any
individual who is a present or former director or officer of the Corporation;
(ii) any individual who, while a director of the Corporation and at the request
of the Corporation, serves or has served as a director, officer, partner or
trustee of another corporation, partnership, 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 service in such capacity; or (iii) the Advisor or any of its Affiliates
acting as an agent of the Corporation.  Except as provided in Section
12.2(b), Section 12.3 and Section 12.4, the Corporation shall have the power
with the approval of the board of directors to provide such indemnification and
advancement of expenses to any employee or agent of the Corporation or any
employee of the Advisor or any of the Advisor’s Affiliates acting as an agent of
the Corporation.




(b)           Notwithstanding
the foregoing, the Corporation shall not indemnify the directors or the Advisors
or its Affiliates or any Person acting as a broker-dealer for any loss,
liability or expense arising from or out of an alleged violation of federal or
state securities laws by such party unless one or more of the following
conditions are met: (i) there has been a successful adjudication on the merits
of each count involving alleged material securities law violations as to the
particular indemnitee; (ii) such claims have been dismissed with prejudice on
the merits by a court of competent jurisdiction as to the particular indemnitee;
or (iii) a court of competent jurisdiction approves a settlement of the claims
against a particular indemnitee and finds that indemnification of the settlement
and the related costs should be made, and the court considering the request for
indemnification has been advised of the position of the Securities and Exchange
Commission and of the published position of any state securities regulatory
authority in which securities of the Corporation were offered or sold as to
indemnification for violations of securities laws.




(c)           No
amendment of the charter or repeal of any of its provisions shall limit or
eliminate the right of indemnification or advancement of expenses provided
hereunder with respect to acts or omissions occurring prior to such amendment or
repeal.




Section
12.3.  Limitation on Liability and
Indemnification.




Notwithstanding
the foregoing, the Corporation shall not provide for indemnification of the
directors or the Advisor or its Affiliates for any liability or loss suffered by
any of them, nor shall any of them be held harmless for any loss or liability
suffered by the Corporation, unless all of the following conditions are
met:




(1)           The
directors or the Advisor or its Affiliates have determined, in good faith, that
the course of conduct that caused the loss or liability was in the best
interests of the Corporation.


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(2)          The
directors or the Advisor or its Affiliates were acting on behalf of or
performing services for the Corporation.




(3)          Such
liability or loss was not the result of:




(x)
            negligence
      or misconduct by the directors (excluding the Independent Directors) or
      the Advisor or its
Affiliates;  or




(y)
            gross
      negligence or willful misconduct by the Independent
    Directors.




(4)          Such
indemnification  or agreement to hold harmless is recoverable only out
of the Corporation's Net Assets and not from its stockholders.




Section
12.4.  Limitation on Payment of
Expenses.  The Corporation shall pay or reimburse reasonable
legal expenses and other costs incurred by the directors or the Advisors or its
Affiliates in advance of the final disposition of a proceeding only if (in
addition to the procedures required by the MGCL) all of the following are
satisfied: (a) the proceeding relates to acts or omissions with respect to the
performance of duties or services on behalf of the Corporation, (b) the legal
proceeding was initiated by a third party who is not a stockholder or, if by a
stockholder acting in his or her capacity as such, a court of competent
jurisdiction approves such advancement and (c)  the directors or the
Advisor or its Affiliates undertake to repay the amount paid or reimbursed by
the Corporation, together with the applicable legal rate of interest thereon, if
it is ultimately determined that the particular indemnitee is not entitled to
indemnification.




ARTICLE
XIII




AMENDMENT




Subject
to Section 11.3, 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 Capital Stock.




ARTICLE
XIV




GOVERNING LAW




The
rights of all parties and the validity, construction and effect of every
provision hereof shall be subject to and construed according to the laws of the
State of Maryland without regard to conflicts of laws provisions thereof;
provided that the foregoing choice of law shall not restrict the application of
any state's securities laws to the sale of securities to its residents or within
such state.


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ARTICLE
XV




TIMING
OF APPLICABILITY OF CERTAIN PROVISIONS




Notwithstanding
anything herein to the contrary, the following provisions of this Charter shall
have no force or effect until the commencement of the Initial Public Offering:
(i) those provisions that are required to be included herein pursuant to NASAA
REIT Guidelines but that are not required to be included herein pursuant to the
MGCL and (ii) Articles 6 and 10.





THIRD:  The
amendment and restatement of the charter of the Corporation as hereinabove set
forth has been duly advised by the board of directors and approved by the
stockholders of the Corporation as required by law.




FOURTH:  The
current address of the principal office of the Corporation is as set forth in
Article III 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 III of the foregoing amendment and restatement of the
charter.




SIXTH:  The
number of directors of the Corporation and the names of those currently in
office are as set forth in Section 7.1 of the foregoing amendment and
restatement of the charter.




SEVENTH:  The
undersigned Chief Executive Officer acknowledges the foregoing amendment and
restatement of the charter to be the corporate act of the Corporation and as to
all matters and facts required to be verified under oath, the undersigned Chief
Executive Officer 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.




[SIGNATURES
ON FOLLOWING PAGE]





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IN
WITNESS WHEREOF, Cornerstone Growth & Income REIT, Inc., has caused the
foregoing amendment and restatement of the charter to be signed in its name and
on its behalf by its President and Chief Executive Officer and attested to by
its Senior Vice President and Secretary on this 13th day of July,
2007.




CORNERSTONE
      GROWTH & INCOME REIT,
                  INC.By:
                /s/ Terry G. Roussel
                (SEAL)Terry
      G. RousselPresident
      and Chief Executive OfficerATTESTBy:
                /s/ Alfred J. PizzurroAlfred
      J. PizzuroSenior
      Vice President and Secretary


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