**Exhibit99.2**

 

**AMENDED AND RESTATED**

**SHARE REDEMPTION PROGRAM**

**OF**

**BEHRINGER HARVARD OPPORTUNITYREIT II, INC.**

 

**This amended and restated share redemption program, effective as of November 10,2009 (our “Program”), is intended to provide limited interim liquidity for ourstockholders until a bona fide secondary market develops for our shares ofcommon stock (the “Shares”).  No suchmarket presently exists, and we can provide no assurance that any market forthe Shares will ever develop.**

 

**Prior to the time that a bona fide secondary market for our Shares hasdeveloped, stockholders who meet the applicable requirements, as describedherein, may receive the benefit of limited liquidity by presenting forredemption 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 per Share forthe redeemed Shares will equal 90% of (i) the most recently disclosedestimated value per Share (the “Valuation”) as determined in accordance withour valuation policy (the “Valuation Policy”), as such Valuation Policy isamended from time to time, less (ii) the aggregate distributions per Shareof any net sale proceeds from the sale of one or more of our assets, or otherspecial distributions so designated by our Board of Directors (our “Board”),distributed to stockholders after the Valuation was determined (the “ValuationAdjustment”); provided, however, that the purchase price per Share shall notexceed: (1) prior to the first Valuation conducted by the Board, or acommittee thereof (the “Initial Board Valuation”), under the Valuation Policy,90% of (i) the Original Share Price (as defined herein) less (ii) theaggregate distributions per Share of any net sale proceeds from the sale of oneor more of our assets, or other special distributions so designated by theBoard, distributed to stockholders prior to the redemption date (the “SpecialDistributions”); or (2) on or after the Initial Board Valuation, theOriginal Share Price less any Special Distributions.  As used herein “Original Share Price” meansthe average price per Share the original purchaser or purchasers of Shares paidto us for all of his or her Shares (as adjusted for any stock dividends,combinations, splits, recapitalizations and the like with respect to our commonstock).**

 

***ExceptionalRedemptions***

 

**In addition, and subject to the conditions and limitations describedbelow, we may redeem Shares upon the death of a stockholder who is a naturalperson, 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 estate of the stockholder, the recipient of the Sharesthrough bequest or inheritance, or, in the case of a revocable grantor trust,the trustee of the trust, having the sole ability to request redemption onbehalf of the trust.  We must, however,receive the written notice within one year after the death of thestockholder.  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 limitations describedbelow, we may redeem Shares held by a stockholder who is a natural person witha qualifying disability, or upon confinement to a long-term care facility,including Shares held by the stockholder through a revocable grantor trust, oran IRA or other retirement or profit-sharing plan, after receiving writtennotice from the stockholder, provided that the condition causing the qualifyingdisability was not pre-existing on the date that the stockholder became astockholder or that the stockholder seeking redemption was not confined to along-term care facility on the date the person became a stockholder.  We must, however, receive the written noticewithin one year after the determination of the stockholder’s qualifyingdisability or with respect to redemptions sought upon a stockholder’sconfinement to a long-term care facility, within one year of the earlier of (1) theone year anniversary of the stockholder’s admittance to the long-term carefacility or (2) the**

 

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

 

**Disability determinations by governmental agencies for purposes otherthan those listed above, including but not limited to worker’s compensationinsurance, administration or enforcement of the Rehabilitation Act or Americanswith Disabilities Act, or waiver of insurance premiums, will not entitle astockholder to the terms available for Exceptional Redemptions, unlesspermitted in the discretion of our Board. Redemption requests following an award by the applicable governmentalagency of disability benefits must be accompanied by (1) the stockholder’sinitial application for disability benefits and (2) a Social SecurityAdministration 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 anaward of the disability benefits.**

 

**We understand that the following disabilities do not entitle a workerto 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 available for ExceptionalRedemptions.  However, where astockholder requests the redemption of his or her Shares due to a disabilityand the stockholder does not have a “qualifying disability” under the termsdescribed above, but has become subject to similar circumstances, our Board mayredeem the stockholder’s Shares, in its sole discretion, on the terms availablefor Exceptional Redemptions.**

 

**With respect to Exceptional Redemptions sought upon a stockholder’sconfinement to a long-term care facility, a “long-term care facility” shallmean an institution that: (1) either (a) is approved by Medicare as aprovider of skilled nursing care or (b) is licensed as a skilled nursinghome by the state or territory in which it is located (it must be within theUnited States, Puerto Rico, or U.S. Virgin Islands) and (2) meets all ofthe following requirements: (a) its main function is to provide skilled,intermediate or custodial nursing care; (b) it provides continuous roomand board to three or more persons; (c) it is supervised by a registerednurse or licensed practical nurse; (d) it keeps daily medical records ofall medication dispensed; and (e) its primary service is other than toprovide housing for residents.  Astockholder seeking an Exceptional Redemption of his or her Shares due toconfinement to a long-term care facility must submit a written statement from alicensed physician certifying either (1) the stockholder’s continuous andcontinuing confinement to a long-term care facility over the course of the last**

 

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**year or (2) thatthe licensed 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 price per Sharewill be equal to: (1) prior to the Initial Board Valuation, the OriginalShare Price less any Special Distributions; or (2) on or after the InitialBoard Valuation, the most recently disclosed Valuation less any ValuationAdjustment, provided, however, that the purchase price per Share shall notexceed the Original Share Price less any Special Distributions.**

 

***General Termsfor Redemption***

 

**Our Program, whether for Ordinary Redemptions or ExceptionalRedemptions, is available only for stockholders who have held their Shares forat least one year and who acquired their Shares directly from us or thetransferees mentioned below, and is not intended to provide liquidity to anystockholder who acquired his or her Shares by purchase from anotherstockholder.  In connection with arequest for redemption, the stockholder or his or her estate, heir orbeneficiary will be required to certify to us that the stockholder either (1) acquiredthe Shares requested to be repurchased directly from us or (2) acquiredthe Shares from the original subscriber by way of a bona fide gift not forvalue to, or for the benefit of, a member of the subscriber’s immediate orextended family (including the subscriber’s spouse, parents, siblings, childrenor grandchildren and including relatives by marriage) or through a transfer toa custodian, 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, limited partners ofBehringer Harvard Opportunity OP II LP (“Behringer Harvard Opportunity OP II”)who exchange their limited partnership units for Shares will be deemed to haveowned their Shares as of the date they were issued their limited partnershipunits in Behringer Harvard Opportunity OP II.**

 

**We will not redeem Shares that are subject to liens or otherencumbrances 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 maydetermine, whether pursuant to formulae or processes approved by our Board orotherwise set by our Board, the redemption price of the Shares, which maydiffer between Ordinary Redemptions and Exceptional Redemptions; provided,however, that we must provide at least 30 days’ notice to stockholders beforeapplying the new price that is set pursuant to this sentence to either OrdinaryRedemptions or Exceptional Redemptions.**

 

**Any Shares approved for redemption will be redeemed on a periodic basisas determined from time to time by our Board, and no less frequently thanannually. We will not redeem, during any twelve-month period, more than 5% ofthe weighted average number of Shares outstanding during the twelve-monthperiod immediately prior to the date of redemption (the “5% Limitation”).Generally, the cash available for redemption on any particular date will belimited to the proceeds from our distribution reinvestment plan (our “DRP”)during the period consisting of the preceding four fiscal quarters for whichfinancial statements are available, less any cash already used for redemptionsduring the same period, plus, if we had positive operating cash flow duringsuch preceding four fiscal quarters, 1% of all operating cash flow during suchpreceding four fiscal quarters (the “Funding Limitation” and, together with the5% Limitation, the “Redemption Limitations”). The Redemption Limitations apply to all redemptions, whether Ordinary orExceptional Redemptions.**

 

**Our Board reserves the right in its sole discretion at any time andfrom time to time to (1) waive the one-year holding requirement applicableto exigent circumstances such as bankruptcy, a mandatory distributionrequirement under a stockholder’s IRA or with respect to Shares purchased underor through our DRP, (2) reject any request for redemption, (3) changethe purchase price for redemptions, (4) limit the funds to be used forredemptions hereunder or otherwise change the Redemption Limitations or (5) amend,suspend (in whole or in part) or terminate the Program.  If we suspend our Program (in whole or inpart), except as otherwise provided by the Board, until the suspension islifted, we will not accept any requests for redemption in respect of Shares towhich such suspension**

 

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**applies insubsequent periods and any such requests and all pending requests that aresubject to the suspension will not be honored or retained, but will be returnedto the requestor.  Our advisor and itsaffiliates will defer their own redemption requests, if any, until all otherrequests for redemption have been satisfied in any particular period.  Provided that a request for an ExceptionalRedemption is made within one year of the event giving rise to eligibility foran Exceptional Redemption, we will waive the one-year holding requirement (a) uponthe request of the estate, heir or beneficiary of a deceased stockholder or (b) uponthe qualifying disability of a stockholder or upon a stockholder’s confinementto a long-term care facility, provided that the condition causing suchdisability or need for long-term care was not preexisting on the date that suchperson became a stockholder.**

 

**A request for redemption may be withdrawn in whole or in part by astockholder 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 or beneficiary maypresent to us fewer than all of the Shares then owned for redemption, exceptthat the minimum number of Shares that must be presented for redemption must beat least 25% of the holder’s Shares.  If,however, redemption is being requested (1) within the one-year timeframe discussedabove, on behalf of a deceased stockholder or by a stockholder with aqualifying disability or who is confined to a long-term care facility or (2) bya stockholder due to other exigent circumstances, such as bankruptcy or amandatory distribution requirement under such stockholder’s IRA, a minimum of10% of the stockholder’s Shares may be presented for redemption; provided,however, that any future redemption request by the stockholder must present forredemption at least 25% of the stockholder’s remaining Shares.  Except in the case of redemptions due to amandatory distribution under a stockholder’s IRA, we will treat a redemptionrequest that would cause a stockholder to own fewer than 200 Shares as arequest to redeem all of his or her Shares, and we will vary from pro ratatreatment of redemptions as necessary to avoid having stockholders holdingfewer than 200 Shares.  In the case ofstockholders who undertake a series of partial redemptions, appropriate adjustmentsin the purchase price for the redeemed Shares will be made so that the blendedprice per Share for all redeemed Shares reflects the Original Share Price ofall Shares owned by the stockholder through the dates of each redemption.**

 

**A stockholder who wishes to have Shares redeemed must mail or deliverto 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 thedate 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 month precedingthe Determination Date.  Payment for theShares so approved for redemption, assuming that we have not exceeded theRedemption Limitations and that all necessary conditions have been satisfied,will be made no later than 15 days after the Determination Date.**

 

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**Subject to the restrictions in Behringer Harvard Opportunity OP II’slimited partnership agreement and any other applicable agreement, we may causeBehringer Harvard Opportunity OP II to offer to its limited partners (otherthan our subsidiaries, BHO II, Inc. and BHO Business Trust II) apartnership 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 of theiraffiliates will receive any fee on the repurchase of Shares by us pursuant toour Program. The Shares we purchase under our Program will be cancelled, andwill 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 way limit ourability to repurchase Shares or other of our securities or those of BehringerHarvard Opportunity OP II from holders thereof by any other legally availablemeans for any reason that the advisor or our Board, each in its discretion,deems to be in our best interest.**

 

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