Exhibit 3.2


PHILLIPS EDISON – ARC GROCERY CENTER REIT II, INC.





BYLAWS








ARTICLE I





OFFICES





Section 1. PRINCIPAL OFFICE. The principal office of Phillips Edison – ARC Grocery Center REIT II,


Inc. (the “Corporation”) in the State of Maryland shall be located at such place as the Board of Directors may


designate.





Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal


executive office, at such places as the Board of Directors may from time to time determine or the business of the


Corporation may require.








ARTICLE II





MEETINGS OF STOCKHOLDERS





Section 1. PLACE. All meetings of stockholders shall be held at the principal executive office of the


Corporation or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the


meeting.





Section 2. ANNUAL MEETING. An annual meeting of the stockholders for the election of directors and


the transaction of any business within the powers of the Corporation shall be held on the date and at the time and


place set by the Board of Directors, but in no event shall such annual meeting be held less than 30 days after


delivery of the Corporation’s annual report to its stockholders.





Section 3. SPECIAL MEETINGS. The chairman of the Board of Directors, the president, the chief


executive officer, a majority of the Board of Directors or a majority of the Independent Directors (as defined in the


charter of the Corporation (the “Charter”)) may call a special meeting of the stockholders. A special meeting of


stockholders shall also be called by the secretary of the Corporation to act on any matter that may properly be


considered at a meeting of stockholders upon the written request of the stockholders entitled to cast not less than ten


percent (10%) of all the votes entitled to be cast on such matter at such meeting. The written request must be


delivered in person or by mail and must state the purpose of the meeting and the matters proposed to be acted upon


at the meeting. Within ten (10) days after receipt of such written request, the Corporation shall provide all


stockholders with written notice, either in person or by mail, of such meeting and the purpose of such meeting.


Simultaneously with the receipt of the request, the Corporation shall inform the stockholders requesting the special


meeting of the reasonably estimated cost of preparing and mailing a notice of the proposed meeting and request


payment accordingly. Notwithstanding anything to the contrary herein, such meeting shall be held not less than


fifteen (15) days nor more than sixty (60) days after the secretary’s delivery of such notice. Subject to the foregoing


sentence, such meeting shall be held at the time and place specified in the stockholder request; provided, however,


that if none is so specified, such meeting shall be held at a time and place convenient to the stockholders. Unless


requested by the stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting, a special


meeting need not be called to consider any matter that is substantially the same as a matter voted on at any special


meeting of the stockholders held during the preceding twelve months.





Section 4. NOTICE. Except as provided otherwise in Section 3 of this Article II, not less than ten (10) nor


more than ninety (90) days before each meeting of stockholders, the secretary shall give to each stockholder entitled


to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in


writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting


or as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail, by


electronic mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual


place of business or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be


given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it


appears on the records of the Corporation, with postage thereon prepaid. Electronic mail notice shall be deemed to





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be given upon transmission of the message to the electronic mail address given to the Corporation by the


stockholder. The Corporation may give a single notice to all stockholders who share an address, unless a stockholder


objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give


notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of


any meeting fixed in accordance with this Article II, or the validity of any proceedings at any such meeting. Subject


to Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of


stockholders without being specifically designated in the notice, except such business as is required by any statute to


be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically


designated in the notice. The Corporation may postpone or cancel a meeting of stockholders by making a “public


announcement” (as defined in Section 11(c)(3) of this Article II) of such postponement or cancellation prior to the


meeting. Notice of the date to which the meeting is postponed shall be given not less than ten (10) days prior to such


date and otherwise in the manner set forth in this Section 4.





Section 5. ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an


individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment


or appointed individual, by the chairman or co-chairman of the board or, in the case of a vacancy in the office or


absence of the chairman of the board, by one of the following officers present at the meeting in the following order:


the vice chairman of the board, if there is one, the chief executive officer, the president or co-president, the vice


presidents in their order of rank and seniority, the secretary, or, in the absence of such officers, a chairman chosen


by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The


secretary, or, in the secretary’s absence or the secretary’s appointment as chairman of the meeting, an assistant


secretary, or in the absence of both the secretary and assistant secretaries, an individual appointed by the Board of


Directors or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as


secretary. In the event that the secretary presides at a meeting of the stockholders, an assistant secretary, or in the


absence of assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting,


shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of


stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such


rules, regulations and procedures and take such action as, in the discretion of the chairman and without any action by


the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting


admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to


stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairman


of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the


Corporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman


of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e)


determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining


order and security at the meeting; (g) removing any stockholder or any other individual who refuses to comply with


meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (h) concluding a meeting or


recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i)


complying with any state and local laws and regulations concerning safety and security. Unless otherwise


determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance


with the rules of parliamentary procedure.





Section 6. QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders


entitled to cast at least 50% of all the votes entitled to be cast at such meeting on any matter shall constitute a


quorum except as otherwise provided by law, the Charter or these bylaws; but this section shall not affect any


requirement under any statute or the Charter for the vote necessary for the approval of any matter. If such quorum is


not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting from time


to time to a date not more than 120 days after the original record date without notice other than announcement at the


meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which


might have been transacted at the meeting as originally notified. The stockholders present either in person or by


proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to


transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to


leave fewer than would be required to establish a quorum.





Section 7. VOTING. The holders of a majority of the shares of stock of the Corporation entitled to vote


who are present in person or by proxy at an annual meeting at which a quorum is present may, without the necessity


for concurrence by the Board of Directors, vote to elect a director. Each share may be voted for as many individuals


as there are directors to be elected and for whose election the share is entitled to be voted. A majority of the votes


cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any





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other matter which may properly come before the meeting, unless more than a majority of the votes cast is required


by statute or by the Charter. Unless otherwise provided by statute or by the Charter, each outstanding share,


regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders.


Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that


voting be by ballot or otherwise.





Section 8. PROXIES. A holder of record of shares of stock of the Corporation may cast votes in person or


by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law.


Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or


at the meeting. No proxy shall be valid more than eleven (11) months after its date of execution unless otherwise


provided in the proxy.





Section 9. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the


name of a corporation, partnership, trust, limited liability company or other entity, if entitled to be voted, may be


voted by the president or a vice president, general partner trustee or managing member thereof, as the case may be,


or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote


such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or


agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which


case such person may vote such stock. Any trustee or other fiduciary may vote stock registered in the name of such


person in the capacity of trustee or fiduciary, either in person or by proxy.





Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not


be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they


are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total


number of outstanding shares at any given time.





The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the


Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified


person other than the stockholder. The resolution shall set forth the class of stockholders who may make the


certification, the purpose for which the certification may be made, the form of certification and the information to be


contained in it; if the certification is with respect to a record date, the time after the record date within which the


certification must be received by the Corporation; and any other provisions with respect to the procedure which the


Board of Directors considers necessary or desirable. On receipt by the Corporation of such certification, the person


specified in the certification shall be regarded as, for the purposes set forth in the certification, the stockholder of


record of the specified stock in place of the stockholder who makes the certification.





Section 10. INSPECTORS. The Board of Directors or the chairman of the meeting may appoint, before or


at the meeting, one or more inspectors for the meeting and any successor thereto. The inspectors, if any, shall (i)


determine the number of shares of stock outstanding and the voting power of each, (ii) determine the number of


shares of stock represented at the meeting, in person or by proxy and the validity and effect of proxies, (iii) the


existence of a quorum, (iv) receive and tabulate all votes, ballots or consents, (v) report such tabulation to the


chairman of the meeting, (vi) hear and determine all challenges and questions arising in connection with the right to


vote, and (vii) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing


and signed by the inspector or by a majority of them if there is more than one (1) inspector acting at such meeting. If


there is more than one (1) inspector, the report of a majority shall be the report of the inspectors. The report of the


inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be


prima facie evidence thereof.





Section 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER


STOCKHOLDER PROPOSALS.





(a) Annual Meetings of Stockholders. (1) Nominations of individuals for election to the Board of Directors


and the proposal of other business to be considered by the stockholders may be made at an annual meeting of


stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors


or (iii) by any stockholder of the Corporation who was a stockholder of record both at the time of giving of notice by


the stockholder as provided for in this Section 11(a) and at the time of the annual meeting, who is entitled to vote at


the meeting in the election of each individual so nominated or any such other business and who has complied with


this Section 11(a) (clause (iii) shall be the exclusive means for a stockholder to make nominations or submit other


business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as





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amended (the “Exchange Act”) and included in the Corporation’s notice of the meeting) before an annual meeting of


stockholders)





(2) For any nomination or other business to be properly brought before an annual meeting by a stockholder


pursuant to clause (iii) of paragraph (a)(1) of this Section 11, the stockholder must have given timely notice thereof


in writing to the secretary of the Corporation and any such other business must otherwise be a proper matter for


action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this


Section 11 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than


the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the


proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting; provided,


however, that in connection with the Corporation’s first annual meeting or in the event that the date of the annual


meeting is advanced or delayed by more than thirty (30) days from the first anniversary of the date of the preceding


year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the 150th day


prior to the date of such annual meeting, as originally convened, and not later than 5:00 p.m., Eastern Time, on the


later of the 120th day prior to the date of such annual meeting or, if the first public announcement of the date of such


annual meeting is made less than 130 days prior to the date of such annual meeting, the tenth day following the day


on which public announcement of the date of such meeting is first made. The public announcement of a


postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a


stockholder’s notice as described above. Such stockholder’s notice shall set forth:





(i) as to each individual whom the stockholder proposes to nominate for election or reelection as a


director (each a “Proposed Nominee”), all information relating to the Proposed Nominee that would be


required to be disclosed in connection with the solicitation of proxies for the election of the Proposed


Nominee as a director in an election contest (even if an election contest is not involved), or would


otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any


successor provision) under the Exchange Act, and the rules and regulations thereunder (including the


Proposed Nominee’s written consent to being named in the proxy statement as a nominee and to serving as


a director if elected);





(ii) as to any other business that the stockholder proposes to bring before the meeting, a


description of such business, the stockholder’s reasons for proposing such business at the meeting and any


material interest in such business of such stockholder or any Stockholder Associated Person (as defined


below), individually or in the aggregate, including any anticipated benefit to the stockholder or the


Stockholder Associated Person therefrom;





(iii) as to the stockholder giving the notice, any Proposed Nominee and any Stockholder


Associated Person, (A) the class, series and number of all shares of stock or other securities of the


Corporation (collectively, the “Company Securities”), if any, which are owned (beneficially or of record)


by such stockholder, Proposed Nominee or Stockholder Associated Person and the date on which each such


Company Security was acquired and the investment intent of such acquisition and (B) the nominee holder


for, and number of, any Company Securities owned beneficially but not of record by such stockholder,


Proposed Nominee or Stockholder Associated Person;





(iv) as to the stockholder giving the notice and any Stockholder Associated Person with an


interest or ownership referred to in clauses (ii) or (iii) of this paragraph (2) of this Section 11(a) and any


Proposed Nominee, (A) the name and address of such stockholder, as they appear on the Corporation’s


stock ledger, and the current name and business address, if different, of each such Stockholder Associated


Person and any Proposed Nominee and (B) the investment strategy or objective, if any, of such stockholder


and each such Stockholder Associated Person who is not an individual and a copy of the prospectus,


offering memorandum or similar document, if any, provided to investors or potential investors in such


stockholder and each such Stockholder Associated Person; and





(v) to the extent known by the stockholder giving the notice, the name and address of any other


stockholder supporting the nominee for election or reelection as a director or the proposal of other business


on the date of such stockholder’s notice.





(3) Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a


certificate executed by the Proposed Nominee (i) certifying that such Proposed Nominee (a) is not, and will not


become a party to, any agreement, arrangement or understanding with any person or entity other than the





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Corporation in connection with service or action as a director that has not been disclosed to the Corporation and


(b) will serve as a director of the Corporation if elected; and (ii) attaching a completed Proposed Nominee


questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder


providing the notice and shall include all information relating to the Proposed Nominee that would be required


to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a


director in an election contest (even if an election contest is not involved), or would otherwise be required in


connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under


the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities


exchange or over-the-counter market).





(4) Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event the


number of directors to be elected to the Board of Directors is increased, and there is no public announcement of


such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in


Section 11(c)(3) of this Article II) for the preceding year’s annual meeting, a stockholder’s notice required by


this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions


created by such increase, if it shall be delivered to the secretary at the principal executive office of the


Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public


announcement is first made by the Corporation.





(5) For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i)


any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the


Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary)


and (iii) any person that directly, or indirectly through one or more intermediaries, controls, is controlled by or


is under common control with such stockholder or such person(s) described in clauses (i) and (ii) of this Section


11(a)(5).





(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of


stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting.


Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders


at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the


special meeting has been called in accordance with Section 3 of this Article II for the purpose of electing directors,


by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided


for in this Section 11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of


each individual so nominated and who has complied with the notice procedures set forth in this Section 11. In the


event the Corporation calls a special meeting of stockholders for the purpose of electing one (1) or more individuals


to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for


election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice containing the


information required by paragraph (a)(2) of this Section 11 shall be delivered to the secretary at the principal


executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than


5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or , if the first public


announcement of the date of such annual meeting is made less than 100 days prior to the date of such annual


meeting, the tenth day following the day on which public announcement is first made of the date of the special


meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public


announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the


giving of a stockholder’s notice as described above.





(c) General. (1) If information submitted pursuant to this Section 11 by any stockholder proposing a


nominee for election as a director or any proposal for other business at a meeting of stockholders shall be inaccurate


in any material respect, such information may be deemed not to have been provided in accordance with this Section


11. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two (2) business days of


becoming aware of such inaccuracy or change) in any such information. Upon written request by the secretary or the


Board of Directors, any stockholder proposing a nominee for election as a director or any proposal for other business


at a meeting of stockholders shall provide, within five (5) business days of delivery of such request (or such other


period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of


Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information (including, if


requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such


nomination or other business proposal before the meeting) submitted by the stockholder pursuant to this Section 11,


and (B) a written update of any information submitted by the stockholder pursuant to this Section 11 as of an earlier


date. If a stockholder fails to provide such written verification or written update within such period, the information





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as to which written verification or a written update was requested may be deemed not to have been provided in


accordance with this Section 11.





(2) Only such individuals who are nominated in accordance with this Section 11 shall be eligible for


election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as


shall have been brought before the meeting in accordance with this Section 11. The chairman of the meeting


shall have the power to determine whether a nomination or any other business proposed to be brought before the


meeting was made or proposed, as the case may be, in accordance with this Section 11, and, if any proposed


nomination or business is not in compliance with this Section 11, to declare that such defective nomination or


proposal, if any, be disregarded.





(3) For purposes of this Section 11, “the date of the proxy statement” shall have the same meaning as


“the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated


under the Exchange Act, as interpreted by the United States Securities and Exchange Commission from time to


time. “Public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News


Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (ii)


in a document publicly filed by the Corporation with the United States Securities and Exchange Commission


pursuant to the Exchange Act.





(4) Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with


all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with


respect to the matters set forth in this Section 11; provided, however, that any reference to the Exchange Act or


the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to


nominations or proposals as to any other business to be considered pursuant to Section 11. Nothing in this


Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right


of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a࿽8 (or any


successor provision) under the Exchange Act. Nothing in this Section 11 shall require disclosure of revocable


proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after


the filing of an effective Schedule 14A by such stockholder or Stockholder Associated Person under Section


14(a) of the Exchange Act.





Section 12. STOCKHOLDERS’ CONSENT IN LIEU OF MEETING. Any action required or permitted to


be taken at any meeting of stockholders may be taken without a meeting if a unanimous consent setting forth the


action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed


with the minutes of proceedings of the stockholders.





Section 13.SUBMISSION OF QUESTIONNAIRE; REPRESENTATION AND AGREEMENT. To be


eligible to be a nominee for election or re-election as a director of the Corporation pursuant to Section 11(a)(i)(iii), a


person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 11(a)(2)) to


the secretary of the Corporation at the principal executive office of the Corporation a written questionnaire with


respect to the background and qualification of such person and the background of any other person or entity on


whose behalf the nomination is being made (which questionnaire shall be provided by the secretary upon written


request) and a written representation and agreement (in the form provided by the secretary upon written request) that


such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and


has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of


the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to


the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if


elected as a director of the Corporation, with such person’s duties under applicable law, (B) is not and will not


become a party to any agreement, arrangement or understanding with any person or entity other than the


Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection


with service or action as a director that has not been disclosed therein, and (C) in such person’s individual capacity


and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if


elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate


governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the


Corporation.





Section 14. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Charter


or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law (the “MGCL”) (or any successor


statute) shall not apply to any acquisition by any person of shares of stock of the Corporation. This section may be





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repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such


repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share


acquisition.








ARTICLE III





DIRECTORS





Section 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed under the


direction of its Board of Directors.





Section 2. NUMBER, TENURE, QUALIFICATIONS AND RESIGNATION. The Board of Directors shall


have at least one (1) director. At any regular meeting or at any special meeting called for that purpose, a majority of


the entire Board of Directors may establish, increase or decrease the number of directors, provided that from and


after the Commencement of the Initial Public Offering (as defined in the Charter), the number thereof shall never be


less than three (3), nor more than ten (10), and further provided that, except as may be provided in the terms of any


preferred stock issued by the Corporation, the tenure of office of a director shall not be affected by any decrease in


the number of directors. After the Commencement of the Initial Public Offering, a majority of the directors shall be


Independent Directors except for a period of up to sixty (60) days after the death, removal or resignation of an


Independent Director. Any director of the Corporation may resign at any time by delivering his or her resignation to


the Board of Directors, the chairman of the board, the chief executive officer or the secretary. Any resignation shall


take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a


resignation shall not be necessary to make it effective unless otherwise stated in the resignation.





Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be


held immediately after and at the same place as the annual meeting of stockholders, no notice other than this Bylaw


being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be


specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of


Directors may provide, by resolution, the time and place for the holding of regular meetings of the Board of


Directors without other notice than such resolution.





Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the


request of the chairman or either co-chairman of the board, the chief executive officer, the president or a copresident


or a majority of the directors or Independent Directors then in office. The person or persons authorized to


call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the


Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place for the


holding of special meetings of the Board of Directors without other notice than such resolution.





Section 5. NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally


or by telephone, electronic mail, facsimile transmission, courier or United States mail to each director at his or her


business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall


be given at least twenty-four (24) hours prior to the meeting. Notice by United States mail shall be given at least


three (3) days prior to the meeting. Notice by courier shall be given at least two (2) days prior to the meeting.


Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in


a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be


given upon transmission of the message to the electronic mail address given to the Corporation by the director.


Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to


the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt.


Notice by United States mail shall be deemed to be given when deposited in the United States mail properly


addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or


delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual,


regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by


statute or these Bylaws.





Section 6. QUORUM. A majority of the directors shall constitute a quorum for transaction of business at


any meeting of the Board of Directors, provided that, if less than a majority of such directors is present at such


meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and


provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other





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percentage of a particular group of directors is required for action, a quorum must also include a majority or such


other percentage of such group.





The directors present at a meeting which has been duly called and at which a quorum has been established may


continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough


directors to leave fewer than would be required to establish a quorum.





Section 7. VOTING. The action of a majority of the directors present at a meeting at which a quorum is


present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for


such action by applicable law, the Charter, or these Bylaws. If enough directors have withdrawn from a meeting to


leave fewer than would be required to establish a quorum but the meeting is not adjourned, the action of the majority


of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of


Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or


these Bylaws. On any matter for which the Charter requires the approval of the Independent Directors, the action of


a majority of the total number of Independent Directors shall be the action of the Independent Directors.





Section 8. ORGANIZATION. At each meeting of the Board of Directors, the chairman or a co-chairman of


the board or, in the absence of the chairman or a co-chairman, the vice chairman of the board, if any, shall act as


chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive


officer or in the absence of the chief executive officer, the president or co-president or, in the absence of a president


or co-president, a director chosen by a majority of the directors present, shall act as chairman of the meeting. The


secretary or, in his or her absence, an assistant secretary of the Corporation, or in the absence of the secretary and all


assistant secretaries, an individual appointed by the chairman of the meeting, shall act as secretary of the meeting.





Section 9. TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference


telephone or other communications equipment if all persons participating in the meeting can hear each other at the


same time. Participation in a meeting by these means shall constitute presence in person at the meeting.





Section 10. CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to


be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing or by


electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the


Board of Directors.





Section 11. REMOVAL. At any meeting of stockholders called expressly, but not necessarily solely, for


that purpose, any director or the entire board of directors may be removed, with or without cause, by a vote of the


holders of a majority of the shares then entitled to vote on the election of directors.





Section 12. VACANCIES. If for any reason any or all of the directors cease to be directors, such event


shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Until


such time as the Corporation becomes subject to Section 3-804(c) of the MGCL, any vacancy on the Board of


Directors for any cause other than an increase in the number of directors may be filled by a majority of the


remaining directors, even if such majority is less than a quorum; any vacancy in the number of directors created by


an increase in the number of directors may be filled by a majority vote of the entire Board of Directors; and any


individual so elected as director shall serve until the next annual meeting of stockholders and until his or her


successor is elected and qualifies. At such time as the Corporation becomes subject to Section 3-804(c) of the


MGCL and except as may be provided by the Board of Directors in setting the terms of any class or series of


preferred stock, any vacancy on the Board of Directors may be filled only by a majority of the remaining directors,


even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for


the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and


qualifies. The Conflicts Committee (as that term is defined in the Charter) shall nominate replacements for vacancies


among the Independent Directors’ positions.





Section 13. COMPENSATION. Directors shall not receive any stated salary for their services as directors


but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit


to real property or other facilities owned or leased by the Corporation and for any service or activity they performed


or engaged in as directors, including under an incentive plan approved by the Board of Directors. Directors may be


reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or


of any committee thereof and for their reasonable out-of-pocket expenses, if any, in connection with each property


visit and any other service or activity they perform or engage in as directors; but nothing herein contained shall be





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construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation


therefor.





Section 14. LOSS OF DEPOSITS. No director shall be liable for any loss which may occur by reason of


the failure of the bank, trust company, savings and loan association, or other institution with whom moneys or stock


have been deposited.





Section 15. SURETY BONDS. Unless required by law, no director shall be obligated to give any bond or


surety or other security for the performance of any of his or her duties.





Section 16. RELIANCE. Each director and officer of the Corporation shall, in the performance of his or her


duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including


any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation


whom the director or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer,


certified public accountant or other person, as to a matter which the director or officer reasonably believes to be


within the person’s professional or expert competence, or with respect to a director, by a committee of the Board of


Directors on which the director does not serve, as to a matter within its designated authority, if the director


reasonably believes the committee to merit confidence.





Section 17. RATIFICATION. The Board of Directors or the stockholders may ratify and make binding on


the Corporation any action or inaction by the Corporation or its officers to the extent that the Board of Directors or


the stockholders could have originally authorized the matter. Moreover, any action or inaction questioned in any


stockholders’ derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular


execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of


improper principles or practices of accounting, or otherwise, may be ratified, before or after judgment, by the Board


of Directors or by the stockholders, and if so ratified, shall have the same force and effect as if the questioned action


or inaction had been originally duly authorized, and such ratification shall be binding upon the Corporation and its


stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned


action or inaction.





Section 18. CERTAIN RIGHTS OF DIRECTORS. A director who is not also an officer of the Corporation


shall have no responsibility to devote his or her full time to the affairs of the Corporation. Any director or officer, in


his or her personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise,


may have business interests and engage in business activities similar to, in addition to or in competition with those


of or relating to the Corporation.





Section 19. EMERGENCY PROVISIONS. Notwithstanding any other provision in the Charter or these


Bylaws, this Section 19 shall apply during the existence of any catastrophe, or other similar emergency condition, as


a result of which a quorum of the Board of Directors under Article III of these Bylaws cannot readily be obtained


(an "Emergency"). During any Emergency, unless otherwise provided by the Board of Directors, (i) a meeting of the


Board of Directors or a committee thereof may be called by any director or officer by any means feasible under the


circumstances; (ii) notice of any meeting of the Board of Directors during such an Emergency may be given less


than twenty-four (24) hours prior to the meeting to as many directors and by such means as may be feasible at the


time, including publication, television or radio; and (iii) the number of directors necessary to constitute a quorum


shall be one-third of the entire Board of Directors.








ARTICLE IV





COMMITTEES





Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from


among its members committees, composed of one (1) or more directors (the majority of whom shall at all times be


Independent Directors) to serve at the pleasure of the Board of Directors, including, but not limited to, an Audit


Committee and a Conflicts Committee. The Audit Committee and Conflicts Committee shall be composed of only


Independent Directors.





Section 2. POWERS. The Board of Directors may delegate to committees appointed under Section 1 of this


Article IV any of the powers of the Board of Directors, except as prohibited by law.





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Section 3. MEETINGS. Notice of committee meetings shall be given in the same manner as notice for


special meetings of the Board of Directors. Notice of any meeting of the Board of Directors shall constitute notice of


a meeting of the Conflicts Committee which may be held simultaneously with such meeting of the Board of


Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at


any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act


of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in


the absence of a chairman, any two (2) members of any committee (if there are at least two (2) members of the


committee) may fix the time and place of its meeting unless the Board shall otherwise provide. In the absence of any


member of any such committee, the members thereof present at any meeting, whether or not they constitute a


quorum, may appoint another director to act in the place of such absent member. Each committee shall keep minutes


of its proceedings.





Section 4. TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate


in a meeting by means of a conference telephone or other communications equipment if all persons participating in


the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence


in person at the meeting.





Section 5. CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to


be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in


writing or by electronic transmission to such action is given by each member of the committee and is filed with the


minutes of proceedings of such committee.





Section 6. VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at


any time to change the membership of any committee, to fill any vacancy, to designate an alternate member to


replace any absent or disqualified member or to dissolve any such committee.








ARTICLE V





OFFICERS





Section 1. GENERAL PROVISIONS. The officers of the Corporation shall include a president or copresidents,


a secretary and a treasurer and may include a chairman or co-chairmen of the board, may include a vice


chairman of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief


financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of


Directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or


desirable. The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief


executive officer or co-president may from time to time appoint one or more vice presidents, assistant secretaries


and assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or


until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two (2) or more


offices, except co-president and vice president, may be held by the same person. Election of an officer or agent shall


not of itself create contract rights between the Corporation and such officer or agent.





Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed,


with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be


served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.


Any officer of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors,


the chairman or co-chairmen of the board, the chief executive officer, the president or a co-president or the


secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the


resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the


resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.





Section 3. VACANCIES. A vacancy in any office may be filled by the Board of Directors or, to the extent


permitted in Section 1, the chief executive officer or a president or co-president for the balance of the term.





Section 4. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive


officer. In the absence of such designation, a president or one of the co-presidents shall be the chief executive officer


of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of





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the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the


Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where


the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other


officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform


all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of


Directors from time to time.





Section 5. CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating


officer. The chief operating officer shall have the responsibilities and duties as determined by the Board of Directors


or the chief executive officer.





Section 6. CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer.


The chief financial officer shall have the responsibilities and duties as determined by the Board of Directors or the


chief executive officer.





Section 7. CHAIRMAN OR CO-CHAIRMEN OF THE BOARD. The Board of Directors may designate


from among its members a chairman or co-chairmen of the board who shall not, solely by reason of these Bylaws,


be an officer of the Corporation. The Board of Directors may designate the chairman or co-chairmen of the board as


executive or non-executive chairmen. The chairman or co-chairmen of the board shall preside over the meetings of


the Board of Directors and of the stockholders at which he, she or they shall be present. The chairman or cochairmen


of the board shall perform such other duties as may be assigned to him, her or them by these Bylaws or the


Board of Directors.





Section 8. PRESIDENT OR CO-PRESIDENTS. In the absence of a chief executive officer, the president or


co-presidents, shall in general supervise and control all of the business and affairs of the Corporation. In the absence


of a designation of a chief operating officer by the Board of Directors, the president or a co-president shall be the


chief operating officer. He, she or they may execute any deed, mortgage, bond, contract or other instrument, except


in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to


some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general


shall perform all duties incident to the office of president or co-president and such other duties as may be prescribed


by the Board of Directors from time to time.





Section 9. VICE PRESIDENTS. In the absence of a president or co-president or in the event of a vacancy


in such office, the vice president (or in the event there be more than one (1) vice president, the vice presidents in the


order designated at the time of their election or, in the absence of any designation, then in the order of their election)


shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the


restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such


vice president by the chief executive officer, the president, a co-president or the Board of Directors. The Board of


Directors may designate one (1) or more vice presidents as executive vice president, senior vice president or vice


president for particular areas of responsibility.





Section 10. SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the stockholders,


the Board of Directors and committees of the Board of Directors in one (1) or more books provided for that purpose;


(b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be


custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of


each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock


transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned


to him or her by the chief executive officer, the president or the Board of Directors.





Section 11. TREASURER. The treasurer shall have the custody of the funds and securities of the


Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the


Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in


such depositories as may be designated by the Board of Directors and in general shall perform such other duties as


from time to time may be assigned to him or her by the chief executive officer, the president or a co-president or the


Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the


treasurer shall be the chief financial officer of the Corporation. The treasurer shall disburse the funds of the


Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall


render to the president or a co-president and Board of Directors, at the regular meetings of the Board of Directors or


whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the





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Corporation.





Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries


and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or


treasurer, respectively, or by the chief executive officer, the president or a co-president or the Board of Directors.





Section 13. COMPENSATION. The compensation of the officers shall be fixed from time to time by or


under the authority of the Board of Directors and no officer shall be prevented from receiving such compensation by


reason of the fact that he or she is also a director.








ARTICLE VI





CONTRACTS, CHECKS AND DEPOSITS





Section 1. CONTRACTS. The Board of Directors may authorize any officer or agent to enter into any


contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority


may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be


valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors and


executed by an authorized person.





Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or


other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the


Corporation in such manner as shall from time to time be determined by the Board of Directors.





Section 3. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited or invested


from time to time to the credit of the Corporation as the Board of Directors, the chief executive officer, the president


or a co-president, the chief financial officer or any other officer designated by the Board of Directors may


determine.








ARTICLE VII





STOCK





Section 1. CERTIFICATES. Except as may be otherwise provided by the Board of Directors or required by


the Charter, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by


them. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in


such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and


information required by the MGCL and shall be signed by the officers of the Corporation in the manner permitted by


the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required


by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the


information required by the MGCL to be included on stock certificates. There shall be no differences in the rights


and obligations of stockholders based on whether or not their shares are represented by certificates. If a class or


series of stock is uncertificated, no stockholder shall be entitled to a certificate or certificates representing any shares


of such class or series of stock held by such stockholder unless otherwise determined by the board of directors and


then only upon written request by such stockholder to the secretary of the Corporation.





Section 2. TRANSFERS. All transfers of shares of stock shall be made on the books of the Corporation, by


the holder of the shares, in person or by his or her attorney, in such manner as the Board of Directors or any officer


of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed.


The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board


of Directors that such shares shall no longer be represented by certificates. Upon the transfer of uncertificated


shares, to the extent then required by the MGCL, the Corporation shall provide to record holders of such shares a


written statement of the information required by the MGCL to be included on stock certificates. The Corporation


shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall


not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person,


whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of


the State of Maryland. Notwithstanding the foregoing, transfers of shares of any class or series of stock will be





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subject in all respects to the Charter and all of the terms and conditions contained therein.





Section 3. REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a new certificate


or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to


have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the


certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated,


no new certificate shall be issued unless requested in writing by such stockholder and the Board of Directors has


determined such certificates may be issued. Unless otherwise determined by an officer of the Corporation, the owner





of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be


required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond


in such sums as it may direct as indemnity against any claim that may be made against the Corporation. When a


certificate has been lost, destroyed, stolen or mutilated and the stockholder of record fails to notify the Corporation


within a reasonable time after he has notice of it, if the Corporation registers a transfer of the shares represented by


the certificate before receiving such notification, the stockholder of record is precluded from making any claim


against the Corporation for the transfer or for a new certificate.





Section 4. FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the


purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining


stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a


determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of


business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting


of stockholders, not less than ten (10) days, before the date on which the meeting or particular action requiring such


determination of stockholders of record is to be held or taken. When a record date for the determination of


stockholders entitled to notice of and to vote at any meeting of stockholders has been set as provided in this section,


such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned


or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new


record date for such meeting may be determined as set forth herein.





Section 5. STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its


counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each


stockholder and the number of shares of each class held by such stockholder.





Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may authorize the


Corporation to issue fractional stock or authorize the issuance of scrip, all on such terms and under such conditions


as it may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors


may issue units consisting of different securities of the Corporation. Any security issued in a unit shall have the


same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may


provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books


of the Corporation only in such unit.








ARTICLE VIII





ACCOUNTING YEAR





The fiscal year of the Corporation shall end on December 31st of each calendar year, unless otherwise


determined by the Board of Directors by a duly adopted resolution.








ARTICLE IX





DISTRIBUTIONS





Section 1. AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may


be authorized by the Board of Directors, subject to the provisions of law and the Charter. Dividends and other


distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the


Charter.








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Section 2. CONTINGENCIES. Before payment of any dividends or other distributions, there may be set


aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the


Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for


contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation or for such


other purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any such


reserve.








ARTICLE X





INVESTMENT POLICY





Subject to the provisions of the Charter, the Board of Directors may from time to time adopt, amend, revise


or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its


sole discretion.








ARTICLE XI





SEAL





Section 1. SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal


shall contain the name of the Corporation and the year of its incorporation and the words “Incorporated Maryland.”


The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.





Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a


document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the


word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the


Corporation.








ARTICLE XII





INDEMNIFICATION AND ADVANCE OF EXPENSES





To the maximum extent permitted by Maryland law in effect from time to time (but subject to the


provisions of this Article XII and the Charter), the Corporation shall indemnify and, without requiring a preliminary


determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance


of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the


Corporation and who is made or threatened to be made a party to the proceeding by reason of his or her service in


that capacity, (b) any individual who, while a director or officer of the Corporation and at the request of the


Corporation, serves or has served as a director, officer, partner, member, manager or trustee of another corporation,


real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or


other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service


in that capacity, and (c) American Realty Capital PECO II Advisors, LLC, Phillips Edison NTR II LLC and their


affiliates from and against any claim, liability or expense to which they may become subject or which they may


incur by reason of their service in any such capacity. The rights of a director or officer to indemnification and


advance of expenses provided by the Charter and these Bylaws shall vest immediately upon election of such director


or officer. The Corporation may, with the approval of its Board of Directors, provide such indemnification and


advance for expenses to an individual who served a predecessor of the Corporation in any of the capacities described


in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation, American


Realty Capital PECO II Advisors, LLC or Phillips Edison NTR II LLC. The indemnification and payment or


reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other


rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may


become entitled under any bylaw, regulation, insurance, agreement or otherwise.


Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of


these Bylaws or Charter inconsistent with this Article, shall apply to or affect in any respect the applicability of the


preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or


adoption.





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ARTICLE XIII





WAIVER OF NOTICE





Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to


applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to


such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.


Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of


such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a


waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting


to the transaction of any business on the ground that the meeting has not been lawfully called or convened.








ARTICLE XIV





AMENDMENT OF BYLAWS





The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.