**Exhibit 99.1**

 

**THIRD AMENDED AND RESTATED**

**SHARE REDEMPTION PROGRAM**

**OF**

**BEHRINGER HARVARD OPPORTUNITYREIT I, INC.**

 

**This Third Amended and Restated Share Redemption Program,effective as of November 9, 2009 (our “Program”), is intended to providelimited interim liquidity for our stockholders until a bona fide secondarymarket develops for our shares of common stock (the “Shares”).  No such market presently exists, and we canprovide no assurance that any market for the Shares will ever develop.**

 

**Prior to the time that a bona fide secondary market for ourShares has developed, stockholders who meet the applicable requirements, asdescribed herein, may receive the benefit of limited liquidity by presentingfor redemption all or a portion of their Shares to us at any time in accordancewith the procedures outlined herein.  Atthat time, we may, subject to the conditions and the Redemption Limitationsdescribed below, redeem for cash such Shares. The terms on which we redeem Shares may differ between redemptions uponthe death or “qualifying disability” (as defined herein) of the stockholder orrequests for redemption sought upon a stockholder’s confinement to a long-termcare facility (collectively referred to herein as “Exceptional Redemptions”)and all other redemptions (referred to herein as “Ordinary Redemptions”).**

 

***OrdinaryRedemptions***

 

**In the case of Ordinary Redemptions, the purchase price perShare for the redeemed Shares will equal 90% of (i) the most recentlydisclosed estimated value per Share (the “Valuation”) as determined inaccordance with our valuation policy (the “Valuation Policy”), as suchValuation Policy is amended from time to time, less (ii) the aggregatedistributions per Share of any net sale proceeds from the sale of one or moreof our assets, or other special distributions so designated by our Board ofDirectors (our “Board”), distributed to stockholders after the Valuation wasdetermined (the “Valuation Adjustment”); provided, however, that the purchaseprice per Share shall not exceed: (1) prior to the first Valuationconducted by the Board, or a committee thereof (the “Initial Board Valuation”),under the Valuation Policy, 90% of (i) the Original Share Price (asdefined herein) less (ii) the aggregate distributions per Share of any netsale proceeds from the sale of one or more of our assets, or other specialdistributions so designated by the Board, distributed to stockholders prior tothe redemption date (the “Special Distributions”); or (2) on or after theInitial Board Valuation, the Original Share Price less any SpecialDistributions.  As used herein “OriginalShare Price” means the average price per Share the original purchaser orpurchasers of Shares paid to us for all of his or her Shares (as adjusted forany stock dividends, combinations, splits, recapitalizations and the like withrespect to our common stock).**

 

***ExceptionalRedemptions***

 

**In addition, and subject to the conditions and limitationsdescribed below, we may redeem Shares upon the death of a stockholder who is anatural person, including Shares held by the stockholder through a revocablegrantor trust, or an IRA or other retirement or profit-sharing plan, afterreceiving written notice from the estate of the stockholder, the recipient ofthe Shares through bequest or inheritance, or, in the case of a revocablegrantor trust, the trustee of the trust, having the sole ability to requestredemption on behalf of the trust.  Wemust, however, receive the written notice within one year after the death ofthe stockholder.  Requests not receivedwithin the one-year period will not be eligible to be treated as a redemptionrequest in connection with the death of a stockholder, but instead will betreated as an Ordinary Redemption.  Ifspouses are joint registered holders of Shares, the request to redeem theShares may be made if either of the registered holders dies.  If the stockholder is not a natural person,such as a trust (other than a revocable grantor trust), partnership,corporation or other similar entity, the right of redemption upon death doesnot apply.**

 

**Furthermore, and subject to the conditions and limitationsdescribed below, we may redeem Shares held by a stockholder who is a naturalperson with a qualifying disability, or upon confinement to a long-term carefacility, including Shares held by the stockholder through a revocable grantortrust, or an IRA or other retirement or profit-sharing plan, after receivingwritten notice from the stockholder, provided that the condition causing thequalifying disability was not pre-existing on the date that the stockholderbecame a stockholder or that the stockholder seeking redemption was notconfined to a long-term care facility on the date the person became astockholder.  We must, however, receivethe written notice within one year after the determination of the stockholder’squalifying disability or with respect to redemptions sought upon a stockholder’sconfinement to a long-term care facility, within one year**

 

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**of the earlier of (1) the one year anniversary of the stockholder’sadmittance to the long-term care facility or (2) the date of thedetermination of the stockholder’s indefinite confinement to the long-term carefacility by a licensed physician. Requests not received within the one-year period will not be eligible tobe treated as a redemption request in connection with a qualifying disabilityof a stockholder or confinement to a long-term care facility, but instead willbe treated as an Ordinary Redemption.  Ifthe stockholder is not a natural person, such as a trust (other than arevocable grantor trust), partnership, corporation or other similar entity, theright of redemption described in this paragraph does not apply.**

 

**In order for a disability to be considered a “qualifyingdisability,” (1) the stockholder must receive a determination ofdisability based upon a physical or mental condition or impairment arisingafter the date the stockholder acquired the Shares to be redeemed, and (2) thedetermination of disability must be made by the governmental agency responsiblefor reviewing the disability retirement benefits that the stockholder could beeligible to receive (the “applicable governmental agency”).  The “applicable governmental agencies” arelimited to the following: (a) if the stockholder paid Social Security taxesand therefore could be eligible to receive Social Security disability benefits,then the applicable governmental agency is the Social Security Administrationor the agency charged with responsibility for administering Social Securitydisability benefits at that time if other than the Social SecurityAdministration; (b) if the stockholder did not pay Social Securitybenefits and therefore could not be eligible to receive Social Securitydisability benefits, but the stockholder could be eligible to receivedisability benefits under the Civil Service Retirement System (CSRS), then theapplicable governmental agency is the U.S. Office of Personnel Management orthe agency charged with responsibility for administering CSRS benefits at thattime if other than the Office of Personnel Management; or (c) if thestockholder did not pay Social Security taxes and therefore could not beeligible to receive Social Security benefits but suffered a disability thatresulted in the stockholder’s discharge from military service under conditionsthat were other than dishonorable and therefore could be eligible to receivemilitary disability benefits, then the applicable governmental agency is theVeteran’s Administration or the agency charged with the responsibility for administeringmilitary disability benefits at that time if other than the Veteran’sAdministration.**

 

**Disability determinations by governmental agencies forpurposes other than those listed above, including but not limited to worker’scompensation insurance, administration or enforcement of the Rehabilitation Actor Americans with Disabilities Act, or waiver of insurance premiums, will notentitle a stockholder to the terms available for Exceptional Redemptions,unless permitted in the discretion of our Board.  Redemption requests following an award by theapplicable governmental agency of disability benefits must be accompanied by (1) thestockholder’s initial application for disability benefits and (2) a SocialSecurity Administration Notice of Award, a U.S. Office of Personnel Managementdetermination of disability under CSRS, a Veteran’s Administration record ofdisability-related discharge or such other documentation issued by theapplicable governmental agency that we deem acceptable and demonstrates an awardof the disability benefits.**

 

**We understand that the following disabilities do notentitle a worker to Social Security disability benefits:**

 

**·**                  disabilities occurring after the legal retirement age;

 

**·**                  temporary disabilities; and

 

**·**                  disabilities that do not render a worker incapable ofperforming substantial gainful activity.

 

**Therefore, these disabilities will not qualify for the terms availablefor Exceptional Redemptions.  However,where a stockholder requests the redemption of his or her Shares due to adisability and the stockholder does not have a “qualifying disability” underthe terms described above, but has become subject to similar circumstances, ourBoard may redeem the stockholder’s Shares, in its sole discretion, on the termsavailable for Exceptional Redemptions.**

 

**With respect to Exceptional Redemptions sought upon astockholder’s confinement to a long-term care facility, a “long-term carefacility” shall mean an institution that: (1) either (a) is approvedby Medicare as a provider of skilled nursing care or (b) is licensed as askilled nursing home by the state or territory in which it is located (it mustbe within the United States, Puerto Rico, or U.S. Virgin Islands) and (2) meetsall of the following requirements: (a) its main function is to provideskilled, intermediate or custodial nursing care; (b) it providescontinuous room and board to three or more persons; (c) it is supervisedby a registered nurse or licensed practical nurse; (d) it keeps dailymedical records of all medication dispensed; and (e) its primary serviceis other than to provide housing for residents. A stockholder seeking an Exceptional Redemption of his or her Shares dueto confinement to a long-term care facility must submit a written statementfrom a licensed physician certifying either**

 

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**(1) the stockholder’s continuous and continuing confinement to along-term care facility over the course of the last year or (2) that thelicensed physician has determined that the stockholder will be indefinitelyconfined to a long-term care facility. Notwithstanding the above, where a stockholder requests an ExceptionalRedemption of his or her Shares due to confinement to a long-term care facilitybut does not meet the definition set forth above, but has become subject tosimilar circumstances, our Board may redeem the stockholder’s Shares, in theBoard’s sole discretion, on the terms available for Exceptional Redemptions.**

 

**In the case of Exceptional Redemptions, the purchase priceper Share will be equal to: (1) prior to the Initial Board Valuation, theOriginal Share Price less any Special Distributions; or (2) on or afterthe Initial Board Valuation, the most recently disclosed Valuation less anyValuation Adjustment, provided, however, that the purchase price per Shareshall not exceed the Original Share Price less any Special Distributions.**

 

***General Termsfor Redemption***

 

**Our Program, whether for Ordinary Redemptions orExceptional Redemptions, is available only for stockholders who have held theirShares for at least one year and who acquired their Shares directly from us orthe transferees mentioned below, and is not intended to provide liquidity toany stockholder who acquired his or her Shares by purchase from another stockholder.  In connection with a request for redemption,the stockholder or his or her estate, heir or beneficiary will be required tocertify to us that the stockholder either (1) acquired the Sharesrequested to be repurchased directly from us or (2) acquired the Sharesfrom the original subscriber by way of a bona fide gift not for value to, orfor the benefit of, a member of the subscriber’s immediate or extended family(including the subscriber’s spouse, parents, siblings, children orgrandchildren and including relatives by marriage) or through a transfer to acustodian, trustee or other fiduciary for the account of the subscriber ormembers of the subscriber’s immediate or extended family in connection with anestate planning transaction, including by bequest or inheritance upon death oroperation of law.**

 

**For purposes of the one-year holding period, limitedpartners of Behringer Harvard Opportunity OP LP (“Behringer Harvard OpportunityOP”) who exchange their limited partnership units for Shares will be deemed tohave owned their Shares as of the date they were issued their limitedpartnership units in Behringer Harvard Opportunity OP.**

 

**We will not redeem Shares that are subject to liens orother encumbrances until the stockholder presents evidence that the liens orencumbrances have been removed.  If anyShares subject to a lien are inadvertently redeemed or we shall otherwise berequired to pay to any other party all or any amount in respect of the value ofredeemed Shares, then the recipient of amounts in respect of redemption shallrepay to us the amount paid for such redemption up to the amount we arerequired to pay to such other party.**

 

**Notwithstanding the redemption prices established above,the Board may determine, whether pursuant to formulae or processes approved byour Board or otherwise set by our Board, the redemption price of the Shares,which may differ between Ordinary Redemptions and Exceptional Redemptions;provided, however, that we must provide at least 30 days’ notice tostockholders before applying the new price that is set pursuant to thissentence to either Ordinary Redemptions or Exceptional Redemptions.**

 

**Any Shares approved for redemption will be redeemed on aperiodic basis as determined from time to time by our Board, and no lessfrequently than annually. We will not redeem, during any twelve-month period,more than 5% of the weighted average number of Shares outstanding during thetwelve-month period immediately prior to the date of redemption (the “5%Limitation”).  Further, our Board may,from time to time, in its sole discretion, limit the funds that we use toredeem Shares; provided, that in no event may the funds used for redemptionduring any period exceed the**proceeds fromour distribution reinvestment plan (our “DRP”) during the period consisting ofthe preceding four fiscal quarters for which financial statements areavailable, less any cash already used for redemptions during the same period(the “Funding Limitation” and, together with the 5% Limitation, the “RedemptionLimitations”).  The RedemptionLimitations apply to all redemptions, whether Ordinary or ExceptionalRedemptions.

 

**Our Board reserves the right in its sole discretion at anytime and from time to time to (1) waive the one-year holding requirementapplicable to exigent circumstances such as bankruptcy, a mandatorydistribution requirement under a stockholder’s IRA or with respect to Sharespurchased under or through our DRP, (2) reject any request for redemption,(3) change the purchase price for redemptions, (4) limit the funds tobe used for redemptions hereunder or otherwise change the RedemptionLimitations or (5) amend, suspend (in whole or in part) or terminate theProgram.  If we suspend our Program (inwhole or in part), except as otherwise provided by the Board, until the**

 

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**suspension is lifted, we will not accept any requests for redemption inrespect of Shares to which such suspension applies in subsequent periods andany such requests and all pending requests that are subject to the suspensionwill not be honored or retained, but will be returned to the requestor.  Our advisor and its affiliates will defertheir own redemption requests, if any, until all other requests for redemptionhave been satisfied in any particular period. Provided that a request for an Exceptional Redemption is made within oneyear of the event giving rise to eligibility for an Exceptional Redemption, wewill waive the one-year holding requirement (a) upon the request of the estate,heir or beneficiary of a deceased stockholder or (b) upon the qualifyingdisability of a stockholder or upon a stockholder’s confinement to a long-termcare facility, provided that the condition causing such disability or need forlong-term care was not preexisting on the date that such person became astockholder.**

 

**A request for redemption may be withdrawn in whole or inpart by a stockholder in writing at any time prior to redemption.  We cannot guarantee that we will accommodateall requests made in any particular redemption period.  If we do not redeem all Shares presented forredemption during any period, the stockholder or his or her estate, heir orbeneficiary can (1) withdraw the request for redemption, or (2) if wehave not suspended the redemption of the Shares that are subject to theredemption request (in which case the request will be returned as providedabove), ask that we honor the request during the next period in which requestsare considered.  Further, if we do notredeem all Shares presented for redemption during any period in which we areredeeming Shares, then all Shares will be redeemed on a pro rata basis duringthe relevant period.  Any portion of aredemption request that is not honored will be automatically treated as arequest for redemption during the next period in which requests will beconsidered, unless the stockholder seeking redemption affirmatively asks us towithdraw that portion of the request. The stockholder will then be required to resubmit a request forredemption request.  Unless otherwisedetermined by the Board, we will not retain any redemption requests that arewithdrawn.**

 

**In general, a stockholder or his or her estate, heir orbeneficiary may present to us fewer than all of the Shares then owned forredemption, except that the minimum number of Shares that must be presented forredemption must be at least 25% of the holder’s Shares.  If, however, redemption is being requested (1) withinthe one-year timeframe discussed above, on behalf of a deceased stockholder orby a stockholder with a qualifying disability or who is confined to a long-termcare facility or (2) by a stockholder due to other exigent circumstances,such as bankruptcy or a mandatory distribution requirement under suchstockholder’s IRA, a minimum of 10% of the stockholder’s Shares may bepresented for redemption; provided, however, that any future redemption requestby the stockholder must present for redemption at least 25% of the stockholder’sremaining Shares.  Except in the case ofredemptions due to a mandatory distribution under a stockholder’s IRA, we willtreat a redemption request that would cause a stockholder to own fewer than 200Shares as a request to redeem all of his or her Shares, and we will vary frompro rata treatment of redemptions as necessary to avoid having stockholdersholding fewer than 200 Shares.  In thecase of stockholders who undertake a series of partial redemptions, appropriateadjustments in the purchase price for the redeemed Shares will be made so thatthe blended price per Share for all redeemed Shares reflects the Original SharePrice of all Shares owned by the stockholder through the dates of eachredemption.**

 

**A stockholder who wishes to have Shares redeemed must mailor deliver to us a written request on a form provided by us and executed by thestockholder, its trustee or authorized agent. An estate, heir or beneficiary that wishes to have Shares redeemedfollowing the death of a stockholder must mail or deliver to us a writtenrequest on a form provided by us, including evidence acceptable to our Board ofthe death of the stockholder, and executed by the executor or executrix of theestate, the heir or beneficiary, or their trustee or authorized agent.  A stockholder requesting the redemption ofhis or her Shares due to a qualifying disability or confinement to a long-termcare facility must mail or deliver to us a written request on a form providedby us, including the evidence and documentation described above, or evidenceacceptable to our Board of the stockholder’s permanent disability orconfinement to a long-term care facility. If the Shares are to be redeemed under the conditions outlined herein,we will forward the documents necessary to affect the redemption, including anysignature guaranty we may require.**

 

**The effective date of any redemption (the “Effective Date”),and the date on which the purchase price per Share is determined, calculated inaccordance with the procedures discussed herein, will be the last day of thecalendar month preceding the date that the Board accepts the request forredemption (the “Determination Date”). Commencing on the Effective Date, any Shares accepted for redemptionwill no longer be deemed outstanding and will no longer be eligible to receivedistributions.  Our Board will consideronly properly completed redemption requests that we received on or before theend of the period ending no later than the last day of the calendar monthpreceding the Determination Date. Payment for the Shares so approved for redemption, assuming that we havenot exceeded the Redemption Limitations and that all necessary conditions havebeen satisfied, will be made no later than 15 days after the DeterminationDate.**

 

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**Subject to the restrictions in Behringer HarvardOpportunity OP’s limited partnership agreement and any other applicableagreement, we may cause Behringer Harvard Opportunity OP to offer to itslimited partners (other than our subsidiaries, BHO, Inc. and BHO BusinessTrust) a partnership unit redemption program equivalent to our Program.  Any units redeemed under the partnership unitredemption program will be redeemed upon terms substantially equivalent to theredemption terms of our Program and will be treated as Shares for purposes ofcalculating the Redemption Limitations.**

 

**Neither our advisor, any member of our Board nor any oftheir affiliates will receive any fee on the repurchase of Shares by uspursuant to our Program. The Shares we purchase under our Program will becancelled, and will have the status of authorized but unissued Shares.  We will not reissue repurchased Shares unlessthey are first registered with the Securities and Exchange Commission under theSecurities Act of 1933, as amended, and under appropriate state securities lawsor otherwise issued in compliance with or exemption from registration underthese laws.**

 

**The foregoing provisions regarding our Program in no waylimit our ability to repurchase Shares or other of our securities or those ofBehringer Harvard Opportunity OP from holders thereof by any other legallyavailable means for any reason that the advisor or our Board, each in itsdiscretion, deems to be in our best interest.**

 

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