Attached files

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EX-32.1 - WRITTEN STATEMENT OF THE PRINCIPAL EXECUTIVE OFFICER OF THE COMPANY - PHILLIPS EDISON GROCERY CENTER REIT II, INC.a321writtenstatementofthep.htm
EX-31.2 - CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER OF THE COMPANY - PHILLIPS EDISON GROCERY CENTER REIT II, INC.a312certificationoftheprin.htm
EX-31.1 - CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER OF THE COMPANY - PHILLIPS EDISON GROCERY CENTER REIT II, INC.a311certificationoftheprin.htm
EX-1.1 - EXCLUSIVE DEALER MANAGER AGREEMENT - PHILLIPS EDISON GROCERY CENTER REIT II, INC.a11exclusivedealermanagera.htm
EX-32.2 - WRITTEN STATEMENT OF THE PRINCIPAL FINANCIAL OFFICER OF THE COMPANY - PHILLIPS EDISON GROCERY CENTER REIT II, INC.a322writtenstatementofthep.htm
EX-10.2 - ADVISORY AGREEMENT - PHILLIPS EDISON GROCERY CENTER REIT II, INC.a102advisoryagreement.htm
EX-10.6 - SUB-ADVISORY AGREEMENT - PHILLIPS EDISON GROCERY CENTER REIT II, INC.a106sub-advisoryagreement.htm
EX-21 - SUBSIDIARIES OF PHILLIPS EDISON-ARC GROCERY CENTER REIT II, INC. - PHILLIPS EDISON GROCERY CENTER REIT II, INC.a21subsidiariesofphillipse.htm
EX-10.8 - INVESTMENT OPPORTUNITY ALLOCATION AGREEMENT - PHILLIPS EDISON GROCERY CENTER REIT II, INC.a108investmentopportunitya.htm
EX-10.7 - ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER SHOPPING CENTER PURCHASE AGREEMENT - PHILLIPS EDISON GROCERY CENTER REIT II, INC.a107assignmentandassumptio.htm
EX-4.1 - AGREEMENT OF LIMITED PARTNERSHIP - PHILLIPS EDISON GROCERY CENTER REIT II, INC.a41agreementoflimitedpartn.htm
EX-10.1 - AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENT - PHILLIPS EDISON GROCERY CENTER REIT II, INC.a101amendedandrestatedsubs.htm
10-K - FORM 10-K - PHILLIPS EDISON GROCERY CENTER REIT II, INC.pearc2-20131231x10k.htm
EX-10.3 - MASTER PROPERTY MANAGEMENT, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENT - PHILLIPS EDISON GROCERY CENTER REIT II, INC.a103masterpropertymanageme.htm
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




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




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




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




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




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




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




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




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.





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




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




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




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.





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.






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.