Exhibit 4.4


[Form of Escrow Agreement]


ESCROW AGREEMENT


Citibank, N.A.


One Lincoln Park


8401 North Central Expressway


Suite 500


Dallas, Texas 75225


Attention:  Mr. Harold Beattie


Re:          Behringer Harvard Opportunity REIT
II, Inc.  


Ladies and Gentlemen:


BEHRINGER HARVARD OPPORTUNITY REIT II, INC., a Maryland corporation
(the “Company”), will issue in a public offering (the “Offering”) shares of its
common stock (the “Stock”) pursuant to a Registration Statement on Form S-11
filed by the Company with the Securities and Exchange Commission.  Behringer Securities LP, a Texas limited
partnership (the “Dealer Manager”), will act as dealer manager for the offering
of the Stock.  The Company is entering
into this agreement to set forth the terms on which Citibank, N.A.  (the “Escrow Agent”), will, except as
otherwise provided herein, hold and disburse the proceeds from subscriptions
for the purchase of the Stock in the Offering until such time as: (1) in the
case of subscriptions received from residents of Pennsylvania (“Pennsylvania
Subscribers”), the Company has received subscriptions for Stock from
nonaffiliates of the Company resulting in total minimum capital raised of
$50,000,000 (the “Pennsylvania Required Capital”); (2) in the case of
subscriptions received from residents of New York (“New York Subscribers”), the
Company has received subscriptions for Stock from nonaffiliates of the Company
resulting in total minimum capital raised of $2,500,000 (the “New York Required
Capital”); and (3) in all other cases of subscriptions received from all
nonaffiliates of the Company, the Company has received and accepted
subscriptions for Stock resulting in a total of 200,000 shares of common stock
sold in the offering (the “Required Capital”).


The Company hereby appoints Citibank, N.A.  as Escrow Agent for purposes of holding
the proceeds from the subscriptions for the Stock, on the terms and conditions
hereinafter set forth:


1.             Until such time as
the Company has received subscriptions for Stock resulting in total minimum
capital raised equal to the Required Capital and such funds are disbursed from
the Escrow Account, as hereinafter defined, in accordance with paragraph 3(a)
hereof, persons subscribing to purchase the Stock (the “Subscribers”) will be
instructed by the Dealer Manager or any soliciting dealers to remit the
purchase price in the form of checks, drafts, wires, Automated Clearing House
(ACH) or money orders (hereinafter “instruments
of payment”) payable to the order of “Citibank, N.A., Escrow Agent for Behringer Harvard
Opportunity REIT II, Inc.,” or a recognizable contraction or abbreviation
thereof including, but not limited to, “Citibank, N.A., Escrow Agent for BH Opp
REIT II.”  After subscriptions are
received resulting in total minimum capital raised equal to the Required
Capital and such funds are disbursed from the Escrow Account in accordance with
paragraph 3(a) hereof, subscriptions shall continue to be so submitted unless
otherwise instructed by the Dealer Manager. 
Any checks, drafts or money orders received made payable to a party
other than the Escrow Agent (or after the Required Capital is received, made
payable to a party other than the party designated by the Dealer Manager) shall
be returned to the soliciting dealer who submitted the check, draft or money
order.  The Dealer Manager and/or the
Company will also provide or cause to be provided to the Escrow Agent in
connection with, and not later than five (5) business days after the receipt by
the Escrow Agent of, each 













instrument of payment the payee’s/Subscriber’s name,
address, and social security number. 
Furthermore, not later than ten (10) business days prior to any required
disbursement of interest by the Escrow Agent to any Subscriber pursuant to
paragraph 3(f) hereof or other applicable provision herein, the Dealer Manager
and/or the Company will provide or cause to be provided to the Escrow Agent, an
executed IRS Form W-9 (which may be a Substitute Form W-9 as contained in the
subscription agreement provided such Substitute Form is in conformity with all
applicable Internal Revenue Service rules, regulations and guidelines)  (“Form W-9”), the calculation of the number
of shares purchased, and purchase price remitted or other documentation
containing such information sufficient to identify the respective
Subscriber.  The Company hereby
indemnifies and holds harmless the Escrow Agent from and against any and all
claims, liabilities, losses, damages, costs and expenses, including reasonable
attorneys’ fees, incurred or sustained by the Escrow Agent in connection with
or arising out of the acceptance by the Escrow Agent of Form W-9.  The Escrow Agent shall not be obligated to
use any efforts to obtain such information from the Subscriber, Company or
Dealer Manager.  If such information
regarding a Subscriber is not provided to the Escrow Agent in a timely manner
after the Escrow Agent’s receipt of the purchase price from such Subscriber,
the Company and/or the Dealer Manager shall cooperate with the Escrow Agent to
return such funds to the soliciting dealer or other applicable party who
submitted the funds, unless such information for a Subscriber is provided prior
to the actual return of such funds by the Escrow Agent, and no interest
otherwise payable shall be due or payable with respect to such funds under
paragraph 3(f) hereof.  All instruments
of payment from each such Subscriber shall, except as otherwise specified
herein, be deposited into a single interest-bearing account entitled “ESCROW
ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF BEHRINGER HARVARD
OPPORTUNITY REIT II, INC.” or such similar designation as the parties may agree
(the “Escrow Account”), which deposit shall occur within one (1) business day
after the Escrow Agent’s or the Dealer Manager’s receipt of the instrument of
payment.  After the Required Capital is
received, a new account may be established in the name of the Company.  The Escrow Agent will notify the Company and
cooperate with the Company and the Company’s transfer agent when it is in
receipt of any subscription that is not, in the Escrow Agent’s reasonable
discretion, in good order.  Instruments
of payment received from Pennsylvania Subscribers (as identified as such by the
Company) shall be accounted for separately in a subaccount or zero balance
account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF PENNSYLVANIA SUBSCRIBERS
FOR COMMON STOCK OF BEHRINGER HARVARD OPPORTUNITY REIT II, INC.” (the “Pennsylvania
Escrow Account”), until such Pennsylvania Escrow Account has closed pursuant to
paragraph 3(a) hereof.  Instruments
of payment received from New York Subscribers (as identified as such by the
Company) shall be accounted for separately in a subaccount or zero balance
account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF NEW YORK SUBSCRIBERS FOR
COMMON STOCK OF BEHRINGER HARVARD OPPORTUNITY REIT II, INC.” (the “New York
Escrow Account”), until such New York Escrow Account has closed pursuant to
paragraph 3(a) hereof.  Each of the
Escrow Account, the Pennsylvania Escrow Account, and New York Escrow Account
will be established and maintained in such a way as to permit the interest
income calculations described in paragraph 7. 
The Company shall cooperate with the Escrow Agent in separately
accounting for New York and Pennsylvania subscription proceeds in the New York
Escrow Account and the Pennsylvania Escrow Account, respectively, and the
Escrow Agent shall be entitled to rely upon, and shall be held harmless and
indemnified by the Company in respect of any, information provided by the
Company in this regard.  In that regard
and in order to validate the identity and subscription of any Subscriber, the
Company shall allow the Escrow Agent or its agents, at all reasonable times and
upon reasonable notice, to inspect any of the documents, instruments or
agreements executed or delivered by a Subscriber, the Dealer Manager, or any
soliciting dealer on behalf of a Subscriber in connection with the Offering.


2.             The Escrow Agent
agrees to promptly process for collection the instruments of payment upon
deposit into the Escrow Account, Pennsylvania Escrow Account, or New York
Escrow Account, as applicable.  Deposits
shall be held in the Escrow Account, the Pennsylvania Escrow Account, and the 



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New York Escrow Account until such funds are disbursed
in accordance with paragraph 3(a) hereof. 
Prior to disbursement of the funds deposited in the Escrow Account, the
Pennsylvania Escrow Account, or the New York Escrow Account, such funds shall
not be subject to claims by creditors of the Company, the Dealer Manager, any
soliciting dealer or any of their respective affiliates.  If any of the instruments of payment are
returned to the Escrow Agent for nonpayment prior to receipt of the Required
Capital or, in connection with subscriptions from Pennsylvania Subscribers, the
Pennsylvania Required Capital or, in connection with subscriptions from New
York Subscribers, the New York Required Capital, the Escrow Agent shall
promptly notify the Dealer Manager and the Company in writing via mail or
facsimile of such nonpayment, and is authorized to debit the Escrow Account,
the Pennsylvania Escrow Account, or the New York Escrow Account, as applicable,
in the amount of such returned payment as well as any interest earned on the
amount of such payment.


3.             (a)           Subject to the provisions of
subparagraphs 3(b)-3(f) below:


(i)            Once the collected funds in the Escrow Account are an
amount equal to or greater than the Required Capital, the Escrow Agent shall
promptly notify the Company and, upon receiving written instructions and
certification of approval by the Company that the collected funds in the Escrow
Account are an amount equal to or greater than the Required Capital, (A)
disburse to the Company, by check, ACH or wire transfer, the funds in the
Escrow Account representing the gross purchase price for the Stock and (B)
disburse to the Subscribers or the Company, as applicable, any interest thereon
pursuant to the provisions of subparagraph 3(f).  For purposes of this Agreement, the term “collected
funds” shall mean all funds received by the Escrow Agent that have cleared
normal banking channels and are in the form of cash or a cash equivalent.  After the satisfaction of the aforementioned
provisions of this paragraph 3(a)(i), in the event the Company receives
subscriptions made payable to the Escrow Agent (other than subscriptions that
are to be deposited in the Pennsylvania Escrow Account or the New York Escrow
Account), subscription proceeds may continue to be received in this account
generally, but to the extent such proceeds shall not be subject to escrow due
to the satisfaction of the aforementioned provisions of this paragraph 3(a)(i),
such proceeds are not subject to this Escrow Agreement and at the instruction
of the Company to the Escrow Agent shall be transferred from the Escrow Account
or deposited directly into, as the case may be, a commercial deposit account in
the name of the Company with the Escrow Agent (the “Deposit Account”) that has
been previously established by the Company, unless otherwise directed by the
Company.  The Company hereby covenants
and agrees that it shall do all things necessary in order to establish the
Deposit Account, which shall be subject to the Escrow Agent’s usual account
guidelines and regulations, prior to its use. 
No provisions of this Escrow Agreement shall apply to the Deposit
Account.


 (ii)          Regardless
of any closing of the Escrow Account, the Company, the Dealer Manager and
soliciting dealers shall continue to forward instruments of payment received
from New York Subscribers for deposit into the New York Escrow Account to the
Escrow Agent until such time as the Company notifies the Escrow Agent in
writing that total subscription proceeds (including the amount then in the New
York Escrow Account, but excluding the amount then in the Pennsylvania Escrow
Account unless the conditions precedent in paragraph 3(a)(iii) to close the
Pennsylvania Escrow Account have then been met) equal or exceed the New York
Required Capital.  Within five days after
receipt by Escrow Agent of such notice, the Escrow Agent shall
(A) disburse to the Company, by check, ACH or wire transfer, the funds
then in the New York Escrow Account representing the gross purchase price for
the Stock and (B) disburse to the New 



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York Subscribers or the
Company, as applicable, any interest thereon pursuant to the provisions of
subparagraph 3(f).  Following such
disbursements, the Escrow Agent shall close the New York Escrow Account, and
thereafter any instruments of payment made payable to the Escrow Agent received
by the Escrow Agent from New York Subscribers that are not subject to escrow
due to the satisfaction of the aforementioned provisions of this paragraph
3(a)(ii) shall not be subject to this Escrow Agreement and shall be deposited
into the Escrow Account or  the Deposit
Account at the Company’s instructions pursuant to the provisions of paragraph
3(a)(i) herein.


 (iii)         Regardless
of any closing of the Escrow Account or the New York Escrow Account, the
Company, the Dealer Manager and soliciting dealers shall continue to forward
instruments of payment received from Pennsylvania Subscribers for deposit into
the Pennsylvania Escrow Account to the Escrow Agent until such time as the
Company notifies the Escrow Agent in writing that total subscription proceeds
(including the amount then in the Pennsylvania Escrow Account) equal or exceed
the Pennsylvania Required Capital. 
Within five days after receipt by Escrow Agent of such notice, the
Escrow Agent shall (A) disburse to the Company, by check, ACH or wire transfer,
the funds then in the Pennsylvania Escrow Account representing the gross
purchase price for the Stock and (B) disburse to the Pennsylvania Subscribers
or the Company, as applicable, any interest thereon pursuant to the provisions
of subparagraph 3(f).  Following
such disbursements, the Escrow Agent shall close the Pennsylvania Escrow
Account, and thereafter any instruments of payment made payable to the Escrow
Agent received by the Escrow Agent from Pennsylvania Subscribers that are not
subject to escrow due to the satisfaction of the aforementioned provisions of
this paragraph 3(a)(iii) shall not be subject to this Escrow Agreement and
shall be deposited into the Escrow Account or the Deposit Account at the
Company’s instructions pursuant to the provisions of paragraph 3(a)(i) herein.


 (iv)         In
order to induce the Escrow Agent to deposit into the Deposit Account any
instruments for payment payable to the Escrow Agent, the Company warrants and
represents that any subscription agreement or other disclosure provided to a
subscriber of Stock shall specify that notwithstanding such instruments for
payment naming the Escrow Agent as payee thereon, it shall not be maintained in
an escrow account with the Escrow Agent after the Required Capital, the New
York Required Capital or the Pennsylvania Required Capital has been achieved
and the Company hereby indemnifies and holds harmless the Escrow Agent from and
against any and all claims, liabilities, losses, damages, costs and expenses,
including reasonable attorneys’ fees, incurred or sustained by the Escrow Agent
in connection with or arising out of the deposit into the Deposit Account of
instruments of payment payable to the Escrow Agent.


(b)           Within four business days of the close of business on the
date that is one year following commencement of the Offering (the “Expiration
Date”), (such commencement date shall be promptly provided to the Escrow Agent
by the Company after the commencement of the Offering), the Escrow Agent shall
promptly notify the Company if it is not in receipt of deposits for the
purchase of Stock (excluding deposits to the New York Escrow Account and
Pennsylvania Escrow Account) providing for total purchase proceeds that equal
or exceed the Required Capital (from all sources but exclusive of any funds
received from subscriptions for Stock from entities which the Company has
notified the Escrow Agent are affiliated with the Company).  The Company agrees that it will provide, or
cause to be provided, to the Escrow Agent an executed Form W-9 for
each Subscriber by the end of the ninth (9th) day following the date of such notice if interest
will be payable to any such Subscribers. 
On the tenth (10th) day following
the date of 



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such notice, the Escrow
Agent shall promptly return directly to each Subscriber the collected funds
deposited in the Escrow Account, the Pennsylvania Escrow Account and the New
York Escrow Account on behalf of such Subscriber (unless earlier disbursed in
accordance with paragraph 3(c) below), or shall return the instruments of
payment delivered, but not yet processed for collection prior to such time, in
each case, together with interest in the amounts calculated pursuant to
paragraph 7 for each Subscriber at the address provided by the Dealer Manager
or the Company.  However, the Escrow
Agent shall not be required to remit any payments until funds represented by
such payments have been collected.


(c)           Notwithstanding subparagraphs 3(a) and 3(b) above, if the
Escrow Agent is not in receipt of evidence of subscriptions accepted on or
before the close of business on such date that is 120 days after commencement
of the Offering (the Company will notify the Escrow Agent of the commencement
date of the Offering) (the “Initial Escrow Period”), and instruments of payment
dated not later than that date, for the purchase of Stock providing for total
purchase proceeds from all nonaffiliated sources that equal or exceed the
Pennsylvania Required Capital, the Escrow Agent shall promptly notify the
Company.  Thereafter, the Company shall
send to each Pennsylvania Subscriber by certified mail within ten (10) calendar
days after the end of the Initial Escrow Period a notification in the form of Exhibit
B.  If, pursuant to such
notification, a Pennsylvania Subscriber requests the return of his or her
subscription funds within ten (10) calendar days after receipt of the
notification (the “Request Period”) and the Escrow Agent is not in possession
of an executed Form W-9 for such Subscriber, the Company shall provide the
Escrow Agent with an executed Form W-9 from each such Pennsylvania Subscriber within
ten (10) calendar days after receiving notice from such Pennsylvania
Subscriber.  The Escrow Agent shall
promptly thereafter refund directly to each Pennsylvania Subscriber the
collected funds deposited in the Pennsylvania Escrow Account on behalf of such
Pennsylvania Subscriber, or shall return the instruments of payment delivered,
but not yet processed for collection prior to such time, to the address
provided by the Dealer Manager or the Company, together with interest income in
the amounts calculated pursuant to paragraph 7. 
However, the Escrow Agent shall not be required to remit such payments
until funds represented by such payments have been collected by the Escrow
Agent.


(d)           The subscription funds of Pennsylvania Subscribers who do
not request the return of their subscription funds within the Request Period
shall remain in the Pennsylvania Escrow Account for successive 120-day escrow
periods (a “Successive Escrow Period”), each commencing automatically upon the
termination of the prior Successive Escrow Period, and the Company and Escrow
Agent shall follow the notification and payment procedure set forth in
subparagraph 3(c) above with respect to the Initial Escrow Period for each
Successive Escrow Period until the occurrence of the earliest of (i) the
Expiration Date, (ii) the receipt and acceptance by the Company of
subscriptions for the purchase of Stock with total purchase proceeds that equal
or exceed the Pennsylvania Required Capital and the disbursement of the
Pennsylvania Escrow Account on the terms specified herein, or (iii) all funds
held in the Pennsylvania Escrow Account having been returned to the
Pennsylvania Subscribers in accordance with the provisions hereof.


(e)           If the Company rejects any subscription for which the
Escrow Agent has collected funds, the Escrow Agent shall, upon the written
request of the Company, promptly issue a refund to the rejected
Subscriber.  If the Company rejects any
subscription for which the Escrow Agent has not yet collected funds but has
submitted the Subscriber’s check for collection, the Escrow Agent shall
promptly return the funds in the amount of the Subscriber’s check to the
rejected Subscriber after such funds have been collected.  If the Escrow Agent has not yet 



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submitted a rejected
Subscriber’s check for collection, the Escrow Agent shall promptly remit the
Subscriber’s check directly to the Subscriber.


(f)            At any time after funds are disbursed upon the Company’s
acceptance of subscriptions pursuant to subparagraph 3(a) above on the tenth
(10th) day following the date of such acceptance, but except as otherwise
provided herein, the Escrow Agent shall promptly provide directly to each
Subscriber the amount of the interest payable to the Subscriber, if any.  If the Company determines that interest will
be payable to Subscribers, the Company agrees that it will inquire of the
Escrow Agent whether the Escrow Agent is in possession of all Subscribers’
executed Form W-9 or such Subscriber’s federal tax identification number
provided by the Company, and agrees that it will not accept subscriptions of
any Subscriber for which the Escrow Agent is not in possession of an executed
Form W-9 provided by the Company, provided that the Escrow Agent has so
informed the Company.  The Escrow Agent
shall not be required to remit any payments until funds represented by such
payments have been collected by the Escrow Agent.  The foregoing notwithstanding, interest, if
any, earned on subscription proceeds will be payable to a Subscriber only if
(i) the Subscriber’s funds have been held in escrow by the Escrow Agent for at
least 35 days,  (ii) Escrow Agent has
been in receipt of a subscription agreement properly executed by the Subscriber
for at least 35 days and (iii) the Company has inputted such information as
required by the online CitiEscrow (“CitiEscrow”) product and has otherwise
satisfied all the terms and conditions thereof (the “1099 Requirements”) to
enable the transfer of the funds from the Escrow Account, the Pennsylvania
Escrow Account or the New York Escrow Account, as applicable into individual
CitiEscrow subaccounts.  Any interest
earned on accepted subscription proceeds that is not payable to the Subscriber
pursuant to the preceding sentence will be payable to the Company.  Provided the 1099 Requirements have been
satisfied, the Escrow Agent shall issue checks for interest earned on
subscription proceeds and IRS Forms 1099 relating thereto to Subscribers.


In the event that instruments of payment are returned for nonpayment,
the Escrow Agent is authorized to debit the Escrow Account, the Pennsylvania
Escrow Account, or the New York Escrow Account, as applicable, in accordance
with paragraph 2 hereof.


4.             The Escrow Agent
shall report to the Company up to daily but at least weekly as instructed by
the Company or the Dealer Manager on the account balances in each of the Escrow
Account, the Pennsylvania Escrow Account, and the New York Escrow Account, and
the activity in such accounts since the last report.


5.             Prior to the
disbursement of funds deposited in the Escrow Account, the Pennsylvania Escrow
Account, or the New York Escrow Account in accordance with the provisions of
paragraph 3 hereof, the Escrow Agent shall invest all of the funds deposited as
well as earnings and interest derived therefrom in the Escrow Account, the
Pennsylvania Escrow Account, or the New York Escrow Account, as applicable, in
an interest-bearing account, unless the costs to the Company for the making of
such investment are reasonably expected to exceed the anticipated interest
earnings from such investment in which case the funds and interest thereon
shall remain in the respective escrow account until the balance in the
respective escrow account reaches the minimum amount necessary for the
anticipated interest earnings from such investment to exceed the costs to the
Company for the making of such investment, as determined by the Company based
upon applicable interest rates.  The
Escrow Agent shall not invest funds deposited or any earnings or interest
derived therefrom in any other investment without the prior written direction
or approval from the Company.


It is hereby expressly agreed and stipulated by the parties hereto that
the Escrow Agent shall not be required to exercise any discretion hereunder and
shall have no investment or management 



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responsibility and, accordingly, shall have no duty
to, or liability for its failure to, provide investment recommendations or
investment advice to the parties hereto. 
It is the intention of the parties hereto that the Escrow Agent shall
never be required to use, advance or risk its own funds or otherwise incur
financial liability in the performance of any of its duties or the exercise of
any of its rights and powers hereunder.


6.             The Escrow Agent is
entitled to rely upon written instructions received from the Company or the
Dealer Manager, unless the Escrow Agent has actual knowledge that such
instructions are not valid or genuine; provided that, if in the Escrow Agent’s
opinion, any instructions from the Company or Dealer Manager are unclear, the Escrow
Agent may request clarification from the Company or Dealer Manager, as the case
may be, prior to taking any action. 
However, the Escrow Agent shall not be required to disburse any funds
attributable to instruments of payment that have not been processed for
collection, until such funds are collected and then shall disburse such funds
in compliance with the disbursement instructions from the Company or the Dealer
Manager.


7.             If the Offering
terminates prior to receipt of the Required Capital, or one or more
Pennsylvania Subscribers elects to have his or her subscription returned in
accordance with paragraph 3, interest income earned on subscription proceeds
deposited in the Escrow Account (the “Escrow Income”), the Pennsylvania Escrow
Account (the “Pennsylvania Escrow Income”), and the New York Escrow Account
(the “New York Escrow Income”), as applicable, shall be remitted to
Subscribers, or to the Company if the applicable Subscriber’s funds have been
held in escrow by the Escrow Agent for less than 35 days, in accordance with
paragraph 3 and without any deductions for escrow expenses.  The Company shall reimburse the Escrow Agent
for all escrow expenses.  The Escrow
Agent shall remit all such Escrow Income, Pennsylvania Escrow Income, and New
York Escrow Income in accordance with paragraph 3.  If the Company chooses to leave the Escrow
Account open after receiving the Required Capital, then it shall make regular
acceptances of subscriptions therein, but no less frequently than monthly, and
the Escrow Income from the last such acceptance shall be calculated and
remitted to the Subscribers or the Company, as applicable, pursuant to the
provisions of paragraph 3(f).


8.             The Escrow Agent
shall receive compensation from the Company as set forth in Exhibit A
attached hereto.


9.             The duties,
responsibilities and obligations of Escrow Agent shall be limited to those
expressly set forth herein and no duties, responsibilities or obligations shall
be inferred or implied.  Escrow Agent
shall not be subject to, nor required to comply with, any other agreement
between or among the Company or to which the Company is a party, even though
reference thereto may be made herein, or to comply with any direction or
instruction (other than those contained herein or delivered in accordance with
this Escrow Agreement) from the Company or the Dealer Manager.  Escrow Agent shall not be required to, and
shall not, expend or risk any of its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder.


10.           If at any time
Escrow Agent is served with any judicial or administrative order, judgment,
decree, writ or other form of judicial or administrative process which in any
way affects the property held in escrow hereunder (the “Escrow Property”) (including
but not limited to orders of attachment or garnishment or other forms of levies
or injunctions or stays relating to the transfer of Escrow Property), Escrow
Agent is authorized to comply therewith in any manner as it or its legal
counsel of its own choosing deems appropriate but shall promptly notify the
Company of such order, judgment, decree, writ or process; and if Escrow Agent
complies with any such judicial or administrative order, judgment, decree, writ
or other form of judicial or administrative process, Escrow Agent shall not be
liable to any of the parties hereto or to any other person or entity even
though such order, judgment, decree, writ or 



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process may be subsequently modified or vacated or
otherwise determined to have been without legal force or effect.


11.           (a)           Escrow
Agent shall not be liable for any action taken or omitted or for any loss or
injury resulting from its actions or its performance or lack of performance of
its duties hereunder in the absence of gross negligence or willful misconduct
on its part.  In no event shall Escrow
Agent be liable (i) for acting in accordance with or relying upon any
instruction, notice, demand, certificate or document from the Company, (ii) for
any consequential, punitive or special damages, (iii) for the acts or omissions
of its nominees, correspondents, designees, subagents or subcustodians, or (iv)
for an amount in excess of the value of the collected funds in the Escrow
Account, the New York Escrow Account, and the Pennsylvania Escrow Account, valued
as of the date of deposit.


(b)           If any fees, expenses or costs incurred by, or any
obligations owed to, Escrow Agent hereunder are not promptly paid when due,
Escrow Agent may reimburse itself therefor from the collected funds in the
Escrow Account, the New York Escrow Account, and the Pennsylvania Escrow
Account and may sell, convey or otherwise dispose of any collected funds in the
Escrow Account, the New York Escrow Account, and the Pennsylvania Escrow
Account for such purpose.


(c)           As security for the due and punctual performance of any
and all of the Company’s obligations to Escrow Agent hereunder, now or
hereafter arising, the Company hereby pledges, assigns and grants to Escrow
Agent a continuing security interest in, and a lien on, the Company’s interest
in the collected funds in the Escrow Account, the New York Escrow Account, and
the Pennsylvania Escrow Account and all distributions thereon or additions
thereto (whether such additions are the result of deposits by Subscribers or
the Company or the investment of collected funds).  The security interest of Escrow Agent shall
at all times be valid, perfected and enforceable by Escrow Agent against the
Company and all third parties in accordance with the terms of this Escrow
Agreement.


(d)           Escrow Agent may consult with legal counsel at the expense
of the Company as to any matter relating to this Escrow Agreement, and Escrow
Agent shall not incur any liability in acting in good faith in accordance with
any advice from such counsel.


(e)           Escrow Agent shall not incur any liability for not
performing any act or fulfilling any duty, obligation or responsibility
hereunder by reason of any occurrence beyond the control of Escrow Agent
(including but not limited to any act or provision of any present or future law
or regulation or governmental authority, any act of God or war, or the
unavailability of the Federal Reserve Bank wire or telex or other wire or
communication facility).


12.           Unless otherwise
specifically set forth herein, Escrow Agent shall proceed as soon as
practicable to collect any checks or other collection items at any time
deposited hereunder.  All such
collections shall be subject to Escrow Agent’s usual collection practices or
terms regarding items received by Escrow Agent for deposit or collection.  Escrow Agent shall not be required, or have
any duty, to notify anyone of any payment or maturity under the terms of any
instrument deposited hereunder, nor to take any legal action to enforce payment
of any check, note or security deposited hereunder or to exercise any right or
privilege which may be afforded to the holder of any such security.


13.           Escrow Agent shall
not be responsible in any respect for the form, execution, validity, value or
genuineness of documents or securities deposited hereunder, or for any
description therein, or for 



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the identity, authority or rights of persons executing
or delivering or purporting to execute or deliver any such document, security
or endorsement.


14.           The Company shall be
liable for and shall reimburse and indemnify Escrow Agent and hold Escrow Agent
harmless from and against any and all claims, losses, liabilities, costs,
damages or expenses (including reasonable attorneys’ fees and expenses)
(collectively, “Losses”) arising from or in connection with or related to this
Escrow Agreement or being Escrow Agent hereunder (including but not limited to
Losses incurred by Escrow Agent in connection with its successful defense, in
whole or in part, of any claim of gross negligence or willful misconduct on its
part), provided, however, that nothing contained herein shall require Escrow
Agent to be indemnified for Losses caused by its gross negligence or willful
misconduct.


15.           (a)           In the event of any ambiguity or
uncertainty hereunder or in any notice, instruction or other communication
received by Escrow Agent hereunder, Escrow Agent may, in its sole discretion,
refrain from taking any action other than retain possession of the collected
funds in the Escrow Account, the New York Escrow Account, and the Pennsylvania
Escrow Account, unless Escrow Agent receives written instructions, signed by
the Company, which eliminates such ambiguity or uncertainty.


(b)           In the event of any dispute between or conflicting claims
by or among the Company and/or any other person or entity with respect to any
of the collected funds in the Escrow Account, the New York Escrow Account, or
the Pennsylvania Escrow Account, Escrow Agent shall be entitled, in its sole
discretion, to refuse to comply with any and all claims, demands or
instructions with respect to such collected funds so long as such dispute or
conflict shall continue, and Escrow Agent shall not be or become liable in any
way to the Company for failure or refusal to comply with such conflicting
claims, demands or instructions.  Escrow
Agent shall be entitled to refuse to act until, in its sole discretion, either
(i) such conflicting or adverse claims or demands shall have been determined by
a final order, judgment or decree of a court of competent jurisdiction, which
order, judgment or decree is not subject to appeal, or settled by agreement
between the conflicting parties as evidenced in a writing satisfactory to
Escrow Agent or (ii) Escrow Agent shall have received security or an indemnity
satisfactory to it sufficient to hold it harmless from and against any and all
Losses which it may incur by reason of so acting.  Escrow Agent may, in addition, elect, in its
sole discretion, to commence an interpleader action or seek other judicial
relief or orders as it may deem, in its sole discretion, necessary.  The costs and expenses (including reasonable
attorneys’ fees and expenses) incurred in connection with such proceeding shall
be paid by, and shall be deemed an obligation of, the Company.


16.           All communications
and notices required or permitted by this Agreement shall be in writing and
shall be deemed to have been given when delivered personally or by messenger or
by overnight delivery service or by facsimile evidenced by a confirmation of
successful transmission, in all cases addressed to the person for whom it is
intended at such person’s address set forth below or to such other address as a
party shall have designated by notice in writing to the other party in the
manner provided by this paragraph:


(a)           if
to the Company:


Behringer Harvard
Opportunity REIT II, Inc.


15601 Dallas Parkway,
Suite. 600


Addison, Texas 75001


Fax:  (214) 655-1600


Attention: 
Chief Legal Officer



 9
 









(b)           if to the Dealer Manager:


Behringer
Securities LP


15601
Dallas Parkway, Ste. 600


Addison,
Texas 75001


Fax:  (214) 655-6801


Attention:  Chief Operating Officer of Harvard Property
Trust, LLC, General Partner


(c)           if
to the Escrow Agent:


Citibank, N.A.


One Lincoln Park


8401 North Central
Expressway


Suite 500


Dallas, Texas 75225


Fax:  (972) 419-3589


Attention:  Mr. Harold Beattie


Each party hereto may, from time to time, change the address to which
notices to it are to be delivered or mailed hereunder by notice in accordance
herewith to the other parties.  Escrow
Agent is authorized to comply with and rely upon any notices, instructions or
other communications believed by it to have been sent or given by the Company
or the Dealer Manager or by a person or persons authorized by such party.  Whenever under the terms hereof the time for
giving a notice or performing an act falls upon a Saturday, Sunday, or banking
holiday, such time shall be extended to the next day on which Escrow Agent is
open for business.


17.           This Agreement shall
be interpreted, construed, enforced and administered in accordance with the
internal substantive laws (and not the choice of law rules) of the State of
Texas.  The parties hereto hereby submit
to the personal jurisdiction of and agree that all proceedings relating hereto
shall be brought in courts located within the State of Texas.  The parties hereto hereby waive the right to
trial by jury and to assert counterclaims in any such proceedings.  To the extent that in such jurisdiction the
parties may be entitled to claim, for itself or its assets, immunity from suit,
execution, attachment (whether before or after judgment) or other legal
process, the parties hereby irrevocably agree not to claim, and hereby waive,
such immunity.  The parties hereto hereby
waive personal service of process and consent to service of process by
certified or registered mail, return receipt requested, directed to it at the
address last specified for notices hereunder, and such service shall be deemed
completed ten (10) calendar days after the same is so mailed.


18.           This Agreement is
for the exclusive benefit of the parties hereto and their respective legal
representatives, successors and assigns hereunder, and shall not be deemed to
give, either express or implied, any legal or equitable right, remedy, or claim
to any other entity or person whatsoever.


19.           This Escrow
Agreement and any amendment hereto may be executed by each of the parties
hereto in any number of counterparts, each of which counterpart, when so
executed and delivered, shall be deemed to be an original and all such
counterparts shall together constitute one and the same agreement.


20.           The provisions set
forth in paragraphs 8 through 32 of this Agreement shall survive the
termination of this Agreement and/or the resignation or removal of the Escrow
Agent.



 10
 









21.           The invalidity,
illegality or unenforceability of any provision of this Agreement shall in no
way affect the validity, legality or enforceability of any other provision; and
if any provision is held to be enforceable as a matter of law, the other
provisions shall not be affected thereby and shall remain in full force and
effect.


22.           Unless otherwise
provided in this Agreement, final termination of this Escrow Agreement shall
occur on the date that all funds held in the Escrow Account, the Pennsylvania
Escrow Account and the New York Escrow Account are distributed either (a) to
the Company or to Subscribers and the Company has informed the Escrow Agent in
writing to close the Escrow Account, the Pennsylvania Escrow Account and the
New York Escrow Account pursuant to paragraph 3 hereof or (b) to a successor
escrow agent upon written instructions from the Company.


23.           The Escrow Agent has
no responsibility for accepting, rejecting, or approving subscriptions.


24.           The Escrow Agent
will reasonably cooperate with the Company in fulfilling any of the Company’s
obligations under the Sarbanes-Oxley Act of 2002, as such obligations relate to
the provision of services under this Agreement, including assistance as to the
documentation and auditing of Escrow Agent’s procedures.


25.           (a)           The Company may remove Escrow Agent
at any time by giving to Escrow Agent sixty (60) calendar days’ prior notice in
writing signed by the Company.  Escrow
Agent may resign at any time by giving to the Company sixty (60) calendar days’
prior written notice thereof.


(b)           Within forty-five (45) calendar days after giving the
foregoing notice of removal to Escrow Agent or receiving the foregoing notice
of resignation from Escrow Agent, the Company shall appoint a successor Escrow
Agent.  If a successor Escrow Agent has
not accepted such appointment by the end of such 45-day period, Escrow Agent
may, in its sole discretion, deliver the collected funds in the Escrow Account,
the New York Escrow Account, and the Pennsylvania Escrow Account to the Company
at the address provided herein or may apply to a court of competent
jurisdiction for the appointment of a successor Escrow Agent or for other
appropriate relief.  The costs and
expenses (including reasonable attorneys’ fees and expenses) incurred by Escrow
Agent in connection with such proceeding shall be paid by, and be deemed an
obligation of, the Company.


(c)           Upon receipt of the identity of the successor Escrow
Agent, Escrow Agent shall either deliver the collected funds in the Escrow
Account, the New York Escrow Account, and the Pennsylvania Escrow Account then
held hereunder to the successor Escrow Agent, less Escrow Agent’s fees, costs
and expenses or other obligations owed to Escrow Agent, or hold such collected
funds (or any portion thereof), pending distribution, until all such fees,
costs and expenses or other obligations are paid.


(d)           Upon delivery of the collected funds to successor Escrow
Agent, Escrow Agent shall have no further duties, responsibilities or
obligations, other than as provided hereunder.


26.           Except as otherwise
permitted herein, this Escrow Agreement may be modified only by a written
amendment signed by all the parties hereto, and no waiver of any provision
hereof shall be effective unless expressed in a writing signed by the party to
be charged.



 11
 









27.           The rights and
remedies conferred upon the parties hereto shall be cumulative, and the
exercise or waiver of any such right or remedy shall not preclude or inhibit
the exercise of any additional rights or remedies.  The waiver of any right or remedy hereunder
shall not preclude the subsequent exercise of such right or remedy.


28.           Each party hereto
hereby represents and warrants (a) that this Escrow Agreement has been duly
authorized, executed and delivered on its behalf and constitutes its legal,
valid and binding obligation and (b) that the execution, delivery and
performance of this Escrow Agreement by it does not and will not violate any
applicable law or regulation.


29.           This Agreement shall
constitute the entire agreement of the parties with respect to the subject
matter and supersedes all prior oral or written agreements in regard thereto.


30.           No printed or other
material in any language which mentions “Citibank, N.A.” by name or the rights, powers, or
duties of the Escrow Agent under this Agreement shall be issued by any other
parties hereto, or on such party’s behalf, without the prior written consent of
Escrow Agent, except that it shall be mentioned in the prospectus, subscription
agreements and other related documentation in order to accomplish the purposes
of this Agreement.


31.           The Escrow Agent
does not have any interest in the collected funds in the Escrow Account, the
New York Escrow Account, and the Pennsylvania Escrow Account but is serving as
escrow holder only and having only possession thereof.  The Company shall pay or reimburse the Escrow
Agent upon request for any transfer taxes or other taxes relating to the Escrow
Property incurred in connection herewith and shall indemnify and hold harmless
the Escrow Agent for any amounts that it is obligated to pay in the way of such
taxes.  Any payments of income from this
Escrow Account, the New York Escrow Account, and the Pennsylvania Escrow
Account shall be subject to withholding regulations then in force with respect
to United States taxes.  The Company
and/or the Dealer Manager will provide the Escrow Agent with appropriate Forms
W-9 for tax I.D., number certifications, or W-8 forms for non-resident alien
certifications.  All Subscribers shall
have a United States tax identification number, and no subscriptions from
Subscribers who do not have a United States tax identification number shall be
accepted by the Company, Dealer Manager or the Escrow Agent without the written
consent of the Escrow Agent.  It is
understood that the Escrow Agent shall be responsible for income reporting only
with respect to income earned on investment of funds which are a part of the
collected funds and is not responsible for any other reporting.


[Signature page
follows]



 12
 









 


Agreed to as of the      day of                  ,
2007.


	
  

  	
   

  
	
   

  	
   

  
	
  

  	
  BEHRINGER HARVARD OPPORTUNITY REIT
  II, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Gerald J. Reihsen, III

  
	
   

  	
   

  	
   

  	
  Executive Vice President —
  Corporate Development & Legal

  



 


	
  

  	
  BEHRINGER SECURITIES LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Harvard Property Trust, LLC

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Gerald J. Reihsen, III

  
	
   

  	
   

  	
   

  	
  Executive Vice President — Corporate Development
  & Legal

  



 


The terms and conditions contained above are hereby accepted and agreed
to by:


CITIBANK,
N.A., AS ESCROW AGENT


	
  By:

  	
   

  	
   

  	
   

  	
   

  



 


	
  Name:

  	
   

  	
   

  	
   

  	
   

  



 


	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


 



 13















EXHIBIT A


ESCROW AGENT COMPENSATION


	
  Acceptance Fee:

  	
   

  	
  $1,000.00

  



 


For initial services
including examination of the Escrow Agreement and all supporting documents as
well as database development.  This is a
one-time fee payable upon the execution of the Escrow Agreement.


	
  Annual Administration Fee:

  	
   

  	
  $3,000.00

  



 


This annual
administration fee covers standard services required under the documents.  Also includes periodic disbursements to
company.  An additional charge of $500
per subaccount will be billed for accounts opened in connection with certain
state regulations (estimate of 2-3). 
Transaction charges noted below apply for certain responsibilities
including payments to subscribers.  This
fee is payable upon the execution of the Escrow Agreement and annually
thereafter for any 12-month period or portion thereof.  This fee shall be reviewed at the end of the
first year and may be renegotiated in accordance with new volume estimates.


Transaction Fees:




	
  Wire
  transfer of funds to investors

  	
   

  	
  $15.00 per item

  
	
  Check transfer of funds to investors

  	
   

  	
  $15.00 per item

  
	
  Receipt and posting of incoming wires

  	
   

  	
  No charge

  
	
  Receipt and posting of incoming check

  	
   

  	
  No charge

  
	
  Asset transactions (purchases/sales/calls/deposit/withdrawals,
  etc.)

  	
   

  	
  $25.00 per transaction

  
	
  1099 INT Tax reporting

  	
   

  	
  $25.00 per form

  
	
  ACH transfer of funds

  	
   

  	
  No charge

  
	
  Electronic predetermined reports

  	
   

  	
  No charge

  
	
  Interest calculations

  	
   

  	
  No charge

  






 


Extraordinary Services:


Additional reasonable
compensation will be charged for extraordinary services based on the then
current standard hourly charge. 
Extraordinary services include, but are not limited to, attending escrow
closings, processing assignments of escrow interest, specialized reports (e.g.,
tax reporting other than 1099s), unusual certifications, reviewing and
accepting modifications or amendments to the escrow agreement, and letter of
credit draws, etc.  You will be informed
in advance of Citibank, N.A.’s  performance
of services that are considered extraordinary.


Any overdrafts caused by
failed or incomplete wires of funds or failed or incomplete securities
deliveries will be reimbursable to Citibank, N.A.  at prime plus two percent (2%).


All out-of-pocket
expenses incurred in the administration of the account, including, but not
limited to, postage, telephone charges, insurance, photocopies, supplies, and
legal fees with the exception of legal fees incurred at the inception of the
account, will be billed to the customer at cost.


Billings
over 30 days past due are subject to a 1.5% per month late payment penalty of
the balance due.


 


















EXHIBIT B


FORM OF NOTICE TO PENNSYLVANIA SUBSCRIBERS


You have tendered a subscription to purchase shares of common stock of
Behringer Harvard Opportunity REIT II, Inc. (the “Company”).  Your subscription is currently being held in
escrow.  The guidelines of the
Pennsylvania Securities Commission do not permit the Company to accept
subscriptions from Pennsylvania residents until an aggregate of $          
of gross offering proceeds have been received by the Company.  The Pennsylvania guidelines provide that
until this minimum amount of offering proceeds is received by the Company,
every 120 days during the offering period Pennsylvania Subscribers may request
that their subscription be returned.


If you wish to continue your subscription in escrow until the Pennsylvania
minimum subscription amount is received, nothing further is required.


If you wish to terminate your subscription for the Company’s common
stock and have your subscription returned please so indicate below, sign, date,
and return to the Escrow Agent at Citibank, N.A.,                       ,
Attn:                         .


I hereby terminate my prior subscription to purchase shares of common
stock of Behringer Harvard Opportunity REIT II, Inc. and request the return of
my subscription funds.  I certify to
Behringer Harvard Opportunity REIT II, Inc. that I am a resident of
Pennsylvania.


	
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (please print)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  



 


Please send the
subscription refund to: