Exhibit 4.5


STATEMENT REGARDING RESTRICTIONS ON

TRANSFERABILITY OF SHARES OF COMMON STOCK


(To Appear on Stock Certificate or to
Be Sent upon Request

and without Charge to Stockholders Issued Shares without Certificates)


The
securities of Behringer Harvard Opportunity REIT II, Inc. are subject to
restrictions on Beneficial and Constructive Ownership and Transfer for the
purpose of the Company’s maintenance of its status as a real estate investment
trust under the Internal Revenue Code of 1986, as amended.  Subject to certain further restrictions and
except as expressly provided in this Charter, (i) no Person may Beneficially or
Constructively Own Common Shares of the Company in excess of 9.8% (in value or
number of Shares) of the outstanding Common Shares of the Company unless the
Person is an Excepted Holder (in which case the Excepted Holder Limit shall be
applicable); (ii) no Person may Beneficially or Constructively Own Preferred
Shares of the Company in excess of 9.8% (in value or number of Shares) of the
outstanding Preferred Shares of the Company unless the Person is an Excepted
Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no
Person may Beneficially or Constructively Own Shares that would result in the
Company being “closely held” under Section 856(h) of the Code or otherwise
cause the Company to fail to qualify as a REIT; and (iv) no Person may Transfer
Shares if the Transfer would result in the Shares of the Company being owned by
fewer than 100 Persons.  Any Person who
Beneficially or Constructively Owns or attempts to Beneficially or
Constructively Own Shares that cause or will cause a Person to Beneficially or
Constructively Own Shares in excess or in violation of the above limitations
must immediately notify the Company.  If
any of the restrictions on transfer or ownership are or would be violated, the
Shares will be deemed to have automatically transferred to a Trustee of a Trust
for the benefit of one or more Charitable Beneficiaries upon such
transfer.  In addition, the Company may
redeem Shares upon the terms and conditions specified by the Board in its sole
discretion if the Board determines that ownership or a Transfer or other event
may violate the restrictions described above. 
Furthermore, upon the occurrence of certain events, attempted Transfers
in violation of the restrictions described above may be void ab initio.


Until
the Common Shares are Listed, to purchase Common Shares, the purchaser must
represent to the Company:  (i) that the
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 the 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 Shares are Listed and
subject to certain individual state requirements, no sale or transfer of Common
Shares will be permitted involving an investment of less than 200 Shares, and a
Stockholder shall not transfer, fractionalize or subdivide such Shares so as to
retain less than the minimum number thereof.













All
capitalized terms in this notice have the meanings defined in the Charter of
the Company, 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 Shares of the Company on request and without charge.


Note:
Instead of the foregoing legend, the certificate may state that state that the
Company will furnish information about the restrictions on transfer to the
Stockholder on request and without charge.


 



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