Rich Uncles REIT, Inc. (Form: S-11, Received: 07/15/2015 17:12:53)

RICH UNCLES REAL ESTATE INVESTMENT TRUST, INC.

INDEX TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

Report of Independent Registered Public Accounting Firm	A-2
Financial Statements:
Balance Sheet as of June 30, 2015	A-3
Statement of Operations from inception (May 13, 2015) to June 30, 2015	A-4
Statement of Changes in Stockholders' Equity from inception (May 13, 2015) to June 30, 2015	A-5
Statement of Cash Flows from inception (May 13, 2015) to June 30, 2015	A-6
Notes to Financial Statements	A-7

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Rich Uncles Real Estate Investment Trust, Inc.

We have audited the accompanying balance sheet of Rich Uncles Real Estate Investment Trust, Inc. (the "Company”) as of June 30, 2015, and the related statements of operations, changes in stockholders’ equity and cash flows for the period ended June 30, 2015 and from inception (May 13, 2015) to June 30, 2015 then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2015, and the results of its operations and its cash flows for the period ended June 30, 2015 and from inception (May 13, 2015) to June 30, 2015 then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has had no revenues and incurred an accumulated deficit of $36,098 as of June 30, 2015. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans concerning these matters are also described in Note 2, which includes the raising of additional equity financing or through borrowings from financial institutions or others. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Anton & Chia, LLP

Newport Beach July 15, 2015

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RICH UNCLES REAL ESTATE INVESTMENT TRUST, INC.

BALANCE SHEET

	As of
	6/30/2015
ASSETS
Cash	$	101,000
Total Assets		101,000

LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities
Accrued expenses		19,555
Payable to related party		17,544
Total Liabilities		37,098
Shareholders' Equity
Preferred stock at $0.001 par value, 50,000,000 shares authorized, no shares issued and outstanding as of June 30, 2015		-
Common stock at $0.001 par value, 200,000,000 shares authorized, 10,000 shares issued and outstanding as of June 30, 2015		100
Additional paid-in capital		99,900
Accumulated deficit		(36,098	)
Total Shareholders' Equity		63,902
TOTAL LIABILITIES & EQUITY	$	101,000

The accompanying notes are an integral part of these financial statements.

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RICH UNCLES REAL ESTATE INVESTMENT TRUST, INC.

STATEMENT OF OPERATIONS

	From inception (5/13/15) to 6/30/15
Ordinary Income/Expense
Expense
Professional fees
Attorney service fees	$	32,073
Audit fees		4,025
Total professional fees		36,098
Total Expense		36,098
Net Ordinary Loss		(36,098	)
Net Loss	$	(36,098	)

Net loss per share: basic and diluted	$	(28.88	)
Weighted average shares outstanding: basic and diluted		1,250

The accompanying notes are an integral part of these financial statements.

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RICH UNCLES REAL ESTATE INVESTMENT TRUST, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM INCEPTION (5/13/2015) TO 6/30/2015

	Common Stock				Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Capital		Deficit			Equity
Balance, inception (5/13/2015)		-	$	-	$	-	$	-		$	-
Common stock issued for cash		10,000		100		99,900		-			100,000
Net loss		-		-		-		(36,098	)		(36,098	)
Balance, 6/30/2015		10,000	$	100	$	99,900	$	(36,098	)	$	63,902

The accompanying notes are an integral part of these financial statements.

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RICH UNCLES REAL ESTATE INVESTMENT TRUST, INC.

STATEMENT OF CASH FLOWS

	From inception (5/13/15) to 6/30/15
Operating Activities
Net loss	$	(36,098	)
Changes in operating assets and liabilities
Accrued expenses		19,555
Payable to related party		17,544
Net cash provided by operating activities		1,000
Financing Activities
Issuance for common stock		100,000
Net cash provided by financing activities		100,000
Net cash increase for period		101,000
Cash at beginning of period	$	-
Cash at end of period	$	101,000

Supplemental disclosure of cash flow information:
Interest paid	$	-
Income taxes paid	$	-

The accompanying notes are an integral part of these financial statements.

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RICH UNCLES REAL ESTATE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

NOTE 1. BUSINESS AND ORGANIZATION

Rich Uncles Real Estate Investment Trust (the “Company”), was incorporated on May 14, 2015 under the laws of the State of Maryland. The Company is a Maryland real estate investment trust (REIT) with authority to issue 250,000,000 shares of stock, consisting of 200,000,000 shares of common stock, $0.001 par value per share, and 50,000,000 shares of preferred stock, $0.001 par value per share. The Company sells its shares directly to investors at a purchase price of $10.00 per share, and not through registered broker-dealers and investment advisors who are paid commissions and fees. The minimum investment in shares is $500. The Company was formed to primarily invest, directly or indirectly through investments in non-affiliated entities, in single-tenant income-producing corporate properties located in the United States, which are leased to creditworthy tenants under long-term net leases. The Company’s goal is to generate income for investors and growth through the potential for long-term capital appreciation in the value of its properties.

The Company intends to qualify as a real estate investment trust for federal income tax purposes, and is externally managed by its advisor Rich Uncles REIT Operator, LLC, which is an affiliate of its sponsor Rich Uncles, LLC. Rich Uncles LLC is a Delaware Limited Liability Company registered to do business in California. Its members include Harold Hofer, Howard Makler, and Ray Wirta.

NOTE 2. BASIS OF PRESENTATION

The accompanying audited balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and include all the disclosures required by generally accepted accounting principles for complete financial statements.

Going Concern

The Company has incurred losses from initial operations and has generated no revenues since inception, but it had working capital of $63,902 as of June 30, 2015. It will likely be required to make significant future expenditures in connection with continuing marketing efforts along with general administrative expenses. As of June 30, 2015, the accumulated deficit is $36,098. Because the Company has not yet demonstrated an ability to generate revenues, this raises substantial doubt about the Company’s ability to continue as a going concern.

The Company has raised $100,000 in capital through the sale of its equity securities and may continue to raise more in the future through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or others. Through such activities, the Company hopes to generate revenues in the future. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. These financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements.

Use of Estimates

To prepare the financial statements in conformity with U.S. generally accepted accounting principles, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ. Although these estimates reflect management's best estimates, it is at least reasonably possible that a material change to these estimates could occur in the near term.

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RICH UNCLES REAL ESTATE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

Fair Value of Financial Instruments

FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying amounts of financial assets and liabilities, such as cash and accrued liabilities approximate their fair values because of the short maturity of these instruments.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in checking and savings accounts, and all investment instruments with an original maturity of three months or less. The Company had $101,000 cash and no cash equivalents as of June 30, 2015.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit; however, no losses are expected in the future.

Income Taxes

The REIT avoids the double taxation treatment of income that normally results from investments in a corporation because a REIT is not generally subject to federal corporate income taxes on that portion of its income distributed to its stockholders, provided certain income tax requirements are satisfied, which, among others, include the requirement to pay dividends to investors of at least 90% of its annual REIT taxable income (computed without regard to the dividends paid deduction and excluding net capital gain).

If the Company fails to qualify for taxation as a REIT in any year after electing REIT status, its income will be taxed at regular corporate rates, and it may be precluded from qualifying for treatment as a REIT for the four-year period following its failure to qualify. Even if the Company qualifies as a REIT for federal income tax purposes, it may still be subject to state and local taxes on its income and property and to federal income and excise taxes on its undistributed income.

The REIT must pass these four tests annually in order to retain its special tax status:

The REIT must distribute at least 90 percent of its annual taxable income, excluding capital gains, as dividends to its shareholders.

The REIT must have at least 75 percent of its assets invested in real estate, mortgage loans, shares in other REITs, cash, or government securities.

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RICH UNCLES REAL ESTATE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

The REIT must derive at least 75 percent of its gross income from rents, mortgage interest, or gains from the sale of real property. And at least 95 percent must come from these sources, together with dividends, interest and gains from securities sales.

The REIT must have at least 100 shareholders and must have less than 50 percent of the outstanding shares concentrated in the hands of five or fewer shareholders.

Recently Adopted Accounting Pronouncements

The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company’s financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

NOTE 4. REIT INVESTMENT PROVISIONS

The offering is being sold on a “best efforts” basis. The Company is offering its shares to investors, who meet the suitability standards, a minimum of 50 shares of our common stock, $0.01 par value per share, and a maximum of 100,000,000 shares, at a purchase price of $10.00 per share. The maximum aggregate offering price will be $1,000,000,000. The minimum aggregate offering is $20,000.

The Company is making the shares available for purchase on its web site in order to take advantage of modern technology and to reduce the cost of selling the shares. The Company is not selling the shares through commission-based financial planners or broker-dealers.

The Company is not registered as an investment company under the Investment Company Act of 1940, as amended.

Suitability of Shareholders

An investor can generally buy the Company’s shares if the investor has either: (i) a net worth of at least $250,000; or (ii) annual gross income of at least $70,000 and a net worth of at least $70,000. In addition, the investment must not exceed 10% of the investor’s net worth. The REIT’s sponsor determines if the purchase of shares is a suitable and appropriate investment for the investor.

Voting Rights

The shareholders will be entitled to one vote for each Share. The shareholders are entitled to vote on certain matters, including, but not limited to, the following: (i) the amendment or modification of the declaration of trust, (ii) the amendment or repeal of the bylaws, (iii) the removal of a trust manager, and (iv) termination of our status as a REIT. The shareholders do not have any cumulative voting rights in the election of trust managers.

Ownership, Transfer Limitations, and Reporting Requirements

For so long as the Company remains a REIT, and except as otherwise provided in the declaration of trust, no person (as defined in the declaration of trust) may own in excess of 9.8% of the outstanding Shares. The declaration of trust contains various restrictions on the investors’ ability to transfer shares. These restrictions are to help ensure that the Company remains qualified as a REIT. For instance, the investor will not be able to transfer shares if, after giving effect to the transfer, the Company would have fewer than 100 shareholders. Additionally, the investor cannot transfer shares if, after giving effect to the transfer, the Company would fail to qualify as a REIT by reason of being closely held. To the extent that a purported transfer was to occur in violation of the declaration of trust, the shares that were the subject of the transfer will be automatically exchanged for an equal number of Excess Shares. The Excess Shares generally are (i) not entitled to any dividends or distributions, (ii) not entitled to vote on matters, and (iii) subject to a right of repurchase by us. Additionally, should the investor own more than 5% of the outstanding shares, or any lesser percentage as determined by the trust managers, the investor will be required to provide to the Company certain information concerning the ownership of shares.

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RICH UNCLES REAL ESTATE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

No Preemptive Rights

Investors do not have any preemptive rights or any other preferential right of subscription for the purchase of any shares of any class or series or for the purchase of any securities convertible into shares of any class or series.

NOTE 5. STOCKHOLDERS’ EQUITY

The Company has authority to issue 250,000,000 shares of stock, consisting of 200,000,000 shares of common stock, $0.001 par value per share, and 50,000,000 shares of preferred stock, $0.001 par value per share. As of June 30, 2015, 10,000 shares of common stock are issued and outstanding for a total of $100,000 to the Company’s sponsor, Rich Uncles, LLC.

In order to qualify as a REIT for federal income tax purposes, the Company must distribute at least 90% of its taxable income (excluding capital gains) to its shareholders. The Company intends, although is not legally obligated, to continue to make regular quarterly distributions to holders of its shares at least at the level required to maintain REIT status unless the results of operations, general financial condition, general economic conditions or other factors inhibits the Company from doing so. Distributions are authorized at the discretion of the Company’s board of trust managers, which is directed, in substantial part, by its obligation to cause the Company to comply with the REIT requirements of the Internal Revenue Code.

NOTE 6. RELATED PARTY TRANSACTIONS

The Company’s advisor Rich Uncles REIT Operator, LLC and sponsor Rich Uncles, LLC are both significantly owned by the same two individuals, Ray Wirta and Harold Hofer.

As of June 30, 2015, the Company has a current related-party payable to its sponsor, Rich Uncles, LLC in the amount of $17,544.

Compensation, Expense Reimbursement, and Advisor Participation Interest

The Company’s advisor, sponsor and their affiliates will receive compensation and reimbursement for services relating to the offering, management of the REIT, and management and operation of the properties.

Reimbursement of Organization and Offering

The Company will reimburse its advisor and sponsor actual organizational and offering expenses up to 3.0% of gross offering proceeds.

Acquisition Fees

For each acquisition, the Company will pay its advisor 3.0% of the cost of the property, not to exceed 6.0% when combined with all other expenses including, without limitation, legal fees, travel and communication fees, nonrefundable payments on property not acquired, accounting fees, and title insurance related to such acquisition.

Asset Management Fee

The Company shall pay to its advisor as compensation for the advisory services rendered to the Company, a monthly fee in an amount equal to 0.1% of the Company’s “average invested assets”, as of the end of the preceding month. “Average Invested Assets” means, for a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in equity interests in properties, before reserves for depreciation or bad debts or other similar non-cash reserves, computed by taking the average of such values at the end of each month during such period. The Asset Management Fee, which will not exceed fees which are competitive for similar services in the same geographic area, may or may not be taken, in whole or in part as to any year, in the sole discretion of the Company’s advisor. All or any portion of the Asset Management Fee not taken as to any fiscal year shall be deferred without interest and may be taken in such other fiscal year as determined by the Company’s advisor.

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RICH UNCLES REAL ESTATE INVESTMENT TRUST

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

Financing Coordination Fee

Other than with respect to any mortgage or other financing related to a property concurrent with its acquisition, if its advisor provides services in connection with the post-acquisition financing or refinancing of any debt that the Company obtain relative to properties or the REIT, the Company will pay the advisor or its assignees a financing coordination fee equal to 1.0% of the amount of such financing.

Property Management Fees

If its advisor or an affiliate provides a substantial amount of the property management services for the Company’s properties, then the advisor or affiliate will receive a property management fee equal to 1.5% of gross revenues from the properties managed.

Leasing Commissions

If its advisor provides a substantial amount of the services in connection with the leasing of a property or properties to unaffiliated third parties, the Company will pay its advisor leasing commissions equal to 6.0% of the rents due pursuant to such lease for the first ten years of the lease term; provided, however (i) if the term of the lease is less than ten years, such commission percentage will apply to the full term of the lease and (ii) any rents due under a renewal of a lease of an existing tenant upon expiration of the initial lease agreement (including any extensions provided for thereunder) shall accrue a commission of 3.0% in lieu of the aforementioned 6.0% commission.

Real Estate Commission

If its advisor or an affiliate provides a substantial amount of the services in connection with the sale of one or more properties, the advisor or an affiliate shall receive a Real Estate Commission equal to one-half of the brokerage commission paid with respect to such properties; provided, however, (i) the amount so paid shall not exceed an amount equal to 3.0% of the contract price of such properties and (ii) the amount so paid when added to the sums paid to unaffiliated parties in such capacity shall not exceed the lesser of (x) the real estate or brokerage commission for the sale of the property and (y) 6.0% of the contract price of such properties.

Subordinated Participation Fee

Upon the occurrence of a liquidity event such as the refinancing of the underlying mortgage or the Sale of the Properties or parcels of Properties, its advisor will be entitled to the Subordinated Participation Fee which shall be forty percent (40%) of the proceeds therefrom after the stockholders have received total distributions that return to them a 6.5% annual, cumulative, non-compounded return on their original invested capital plus their stockholders’ 6.5% return.

In the event the Advisory Agreement under which these fees are disclosed is terminated, the advisor shall be entitled to the Subordinated Participation Fee as set forth below even if the Agreement is terminated prior to such time as the stockholders have received total distributions in an amount equal to 100% of original invested capital plus an amount sufficient to pay the stockholders’ 6.5% return through the termination date. If the stockholders have not received total distributions in an amount equal to 100% of original invested capital plus the stockholders’ 6.5% Return through the termination date, an appraisal of the properties then owned by the Company will be made. If the appraised value of the properties then owned by the Company plus total distributions received prior to the termination date equals or is greater than 100% of original invested capital plus an amount sufficient to pay the stockholders’ 6.5% return through the termination date, the advisor will be entitled to the Subordination Participation Fee based on such appraised value less the then outstanding balance on any mortgage debt on the underlying properties plus a Subordinated Participation Fee on properties or parcels of properties previously sold but on which a Subordinated Participation Fee was not paid.

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ARTICLES OF AMENDMENT AND RESTATEMENT

RICH UNCLES REAL ESTATE INVESTMENT TRUST, INC.

Pursuant to the Maryland General Corporation Law (the “MGCL”), the undersigned sole incorporator of Rich Uncles Real Estate Investment Trust, Inc., Lee Polson, whose address is c/o Strasburger & Price, LLP, 720 Brazos Street, Suite 700, Austin, Texas 78701, being at least 18 years of age, does hereby adopt these articles of amendment and restatement.

These Articles of Amendment and Restatement are approved and adopted by the sole incorporator prior to the organizational meeting of the board of directors. No shares of stock of the Corporation are issued and outstanding.

These articles of amendment and restatement include a name change of the Corporation, from Rich Uncles Real Estate Investment Trust, Inc., to Rich Uncles REIT, Inc.

ARTICLE 1

NAME

1.1 Name . The name of the corporation (the “Corporation”) is Rich Uncles REIT, Inc.

ARTICLE 2

PURPOSES

2.1 Purposes . The purposes for which the Corporation is formed are to engage in any lawful act or activity, including, without limitation or obligation, engaging in business as a real estate investment trust under the Internal Revenue Code of 1986, as amended, or as any successor statute (the “Code”), for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force. As used herein, “REIT” means a real estate investment trust under Sections 856 through 860 of the Code.

ARTICLE 3

DEFINITIONS

3.1 Definitions . The following words and terms, when used in these Articles of Incorporation, shall have the following meanings, unless the context clearly indicates otherwise:

3.1.1 Acquisition Expenses . Expenses including, but not limited to, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance, and miscellaneous expenses related to selection and acquisition of properties, whether or not acquired.

3.1.2 Acquisition Fee . The total of all fees and commissions paid by any party in connection with making or investing in mortgage loans or the purchase, development or construction of property by this Corporation. Included in the computation of such fees or commissions shall be any real estate commission, selection fee, development fee, construction fee, nonrecurring management fee, loan fees or points or any fee of a similar nature, however designated. Excluded shall be development fees, construction fees and loan brokerage fees paid to persons not affiliated with the Sponsor (as defined below) in connection with the actual development and construction of a project.

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3.1.3 Advisor . The person responsible for directing or performing the day-to-day business affairs of this Corporation, including a person to which an Advisor subcontracts substantially all such functions. At the outset of this Corporation, the Advisor will be Rich Uncles REIT Operator, LLC.

3.1.4 Affiliate . An affiliate of another person includes any of the following:

(a) any person directly or indirectly owning, controlling, or holding, with power to vote, 10% or more of the outstanding voting securities of such other person;

(b) any person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held, with power to vote, by such other person;

(d) any executive officer, director, trustee, or general partner of such other person; or

(e) any legal entity for which such person acts as an executive officer, director, trustee, or general partner.

3.1.5 Average Invested Assets . For any period, the average of the aggregate book value of the assets of the Corporation invested, directly or indirectly, in equity interests in, and loans secured by, real estate, before reserves for depreciation or bad debts or other similar non-cash reserves computed by taking the average of such values at the end of each month during such period.

3.1.6 Competitive Real Estate Commission . Real estate or brokerage commission paid for the purchase or sale of a property which is reasonable, customary, and competitive in light of the size, type, and location of such property.

3.1.7 Construction Fee . A fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise, and coordinate projects or to provide major repairs or rehabilitation on this Corporation’s property.

3.1.8 Contract Price for the Property . The amount actually paid or allocated to the purchase, development, construction, or improvement of a property exclusive of Acquisition Fees and Acquisition Expenses.

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3.1.9 Development Fee . A fee for the packaging of this Corporation's property, including negotiating and approving plans, and undertaking to assist in obtaining zoning and necessary variances and necessary financing for the specific property, either initially or at a later date.

3.1.10 Directors(s) . The member(s) of the Board of Directors that manages the REIT.

3.1.11 Independent Director(s) . The Director(s) of this Corporation who are not associated and have not been associated within the last two years, directly or indirectly, with the Sponsor or Adviser of this Corporation.

(a) A Director shall be deemed to be associated with the Sponsor or Advisor if he or she:

(1) owns an interest in the Sponsor, Advisor, or any of their affiliates;

(2) is employed by the Sponsor, Advisor, or any of their affiliates;

(3) is an officer or director of the Sponsor, Advisor, or any of their affiliates;

(4) performs services, other than as a Director, for the Corporation;

(5) is a director for more than three REITs organized by the Sponsor or advised by the Advisor; or

(6) has any material business or professional relationship with the Sponsor, Advisor, or any of their affiliates.

(b) F or purposes of determining whether or not the business or professional relationship is material, the gross revenue derived by the prospective Independent Director from the Sponsor and Advisor and affiliates shall be deemed material per se if it exceeds 5.0% of the prospective Independent Director's:

(1) annual gross revenue, derived from all sources, during either of the last two years; or

(2) net worth, on a fair market value basis.

(c) An indirect relationship shall include circumstances in which a Director’s spouse, parents, children, siblings, mothers- or fathers-in-law, sons- or daughters-in-law, or brothers- or sisters-in-law is or has been associated with the Sponsor, Advisor, any of their affiliates, or the Corporation.

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3.1.12 Independent Expert . A person with no material current or prior business or personal relationship with the Advisor or Directors who is engaged to a substantial extent in the business of rendering opinions regarding the value of assets of the type held by the Corporation.

3.1.13 NASAA REIT Guidelines . The Statement of Policy Regarding Real estate investment trusts published by the North American Securities Administrators Association in effect on the date hereof.

3.1.14 Net Assets . The total assets (other than intangibles) at cost before deducting depreciation or other non-cash reserves less total liabilities, calculated at least quarterly on a basis consistently applied.

3.1.15 Net Income . For any period total revenues applicable to such period, less the expenses applicable to such period other than additions to reserves for depreciation or bad debts or other similar non-cash reserves. If the Advisor receives an incentive fee, net income, for purposes of calculating total operating expenses in accordance with the NASAA REIT Guidelines, shall exclude the gain from the sale of the Corporation's assets.

3.1.16 Organization and Offering Expenses . All expenses incurred by and to be paid from the assets of the Corporation in connection with and in preparing a REIT for registration and subsequently offering and distributing it to the public, including, but not limited to, total underwriting and brokerage discounts and commissions (including fees of the underwriters' attorneys), expenses for printing, engraving, mailing, salaries of employees while engaged in sales activity, charges of transfer agents, registrars, trustees, escrow holders, depositaries, experts, expenses of qualification of the sale of the securities under federal and state laws, including taxes and fees, accountants' and attorneys' fees.

3.1.17 Roll-up . A transaction involving the acquisition, merger, conversion, or consolidation either directly or indirectly of this Corporation and the issuance of securities of a roll-up entity. Such term does not include:

(a) a transaction involving securities of this Corporation that have been for at least 12 months listed on a national securities exchange or traded through the National Association of Securities Dealers Automated Quotation National Market System; or

(b) a transaction involving the conversion to trust or association form of only this Corporation if, as a consequence of the transaction there will be no significant adverse change in any of the following:

(1) shareholders' voting rights;

(2) the term of existence of the Corporation;

(3) Sponsor (as defined below) or Advisor compensation;

Rich Uncles REIT, Inc., Amended and Restated Articles of Incorporation

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(4) the Corporation's investment objectives.

3.1.18 Roll-up Entity . A partnership, real estate investment trust, corporation, trust, or other entity that would be created or would survive after the successful completion of a proposed roll-up transaction.

3.1.19 Shareholders . The holders of this Corporation's shares.

3.1.20 Shares . Shares of common stock of this Corporation as set forth under 7.1 below.

3.1.21 Sponsor . Any person directly or indirectly instrumental in organizing, wholly or in part, this Corporation or any person who will control, manage or participate in the management of this Corporation, and any affiliate of such person. Not included is any person whose only relationship with this Corporation is as that of an independent property manager of the Corporation’s assets, and whose only compensation is as such. The term “Sponsor” does not include wholly independent third parties such as attorneys, accountants, and underwriters whose only compensation is for professional services. A person may also be deemed a Sponsor of this Corporation by:

(a) taking the initiative, directly or indirectly, in founding or organizing the business or enterprise of this Corporation, either alone or in conjunction with one or more other persons;

(b) receiving a material participation in this Corporation in connection with the founding or organizing of the business of this Corporation, in consideration of services or property, or both services and property;

(d) possessing significant rights to control the assets owned by this Corporation;

(e) receiving fees for providing services to this Corporation which are paid on a basis that is not customary in the industry; or

(f) providing goods or services to this Corporation on a basis which was not negotiated at arms length with this Corporation.

3.1.22 Total Operating Expenses . Aggregate expenses of every character paid or incurred by this Corporation as determined under generally accepted accounting principles, including Advisors' fees, but excluding:

(a) the expenses of raising capital such as organization and offering expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing and other such expenses, and tax incurred in connection with the issuance, distribution, transfer and registration, if any, of the Shares;

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(b) interest payments;

(d) non-cash expenditures such as depreciation, amortization, and bad debt reserves;

(e) Incentive Fees paid in compliance with the NASAA REIT Guidelines;

(f) Acquisition Fees, Acquisition Expenses, real estate commissions on resale of property and other expenses connected with the acquisition, disposition, and ownership of real estate interests, mortgage loans, or other property, (such as the costs of foreclosure, insurance premiums, legal services, maintenance, repair, and improvement of property).

3.1.23 Unimproved Real Property . The real property of this Corporation which has the following three characteristics:

(a) an equity interest in real property which was not acquired for the purpose of producing rental or other operating income;

(b) has no development or construction in process on such land; and

(c) no development or construction on such land is planned in good faith to commence on such land within one year. As of the formation of this Corporation, it is not expected that this Corporation will own Unimproved Real Property.

ARTICLE 4

PRINCIPAL OFFICE AND RESIDENT AGENT

The address of the principal office of the Corporation in the State of Maryland is c/o Capitol Corporate Services, Inc., 3206 Tower Oaks Blvd., 4 th Floor, Rockville, Maryland 20852. The name of the resident agent of the Corporation in the State of Maryland is Capitol Corporate Services, Inc. and its address is 3206 Tower Oaks Blvd., 4 th Floor, Rockville, Maryland 20852. The resident agent is a Maryland corporation.

ARTICLE 5

PROVISIONS FOR DEFINING, LIMITING AND REGULATING CERTAIN POWERS OF THE CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

5.1 Number and Experience of Directors .

5.1.1 Number of Directors . The number of Directors of the Corporation shall be fixed by, or in the manner provided in the Bylaws of the Corporation, and may be increased or decreased from time to time in such a manner as may be prescribed by the Bylaws, but in no event shall there be less than three (3) or more than seven (7) Directors but shall never be less than the minimum number required by the Maryland General Corporation Law, or any successor statute (the “MGCL”). Except during a period of vacancy or vacancies on the Board of Directors, a majority of the Directors at all times shall be persons who are Independent Directors (as that term is defined in Section 3.1.11.

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5.1.2 Experience of Directors . A Director shall have had at least three years of relevant experience demonstrating the knowledge and experience required to successfully acquire and manage the type of asset being acquired by this Corporation. At least one of the Independent Directors shall have three years of relevant real estate experience.

5.2 Vacancies of Independent Directors . Independent Directors shall nominate replacements for vacancies among the Independent Directors.

5.3 MGCL Election. The Corporation elects, at such time as it becomes eligible to make the election provided for under Section 3-802(a)(2) of the MGCL, to become subject to the provisions of Section 3-804(c) of the MGCL, which provides that, except as may be provided by the Board of Directors in setting the terms of any class or series of stock, any and all vacancies on the Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors in office, 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 such vacancy occurred and until his or her successor is duly elected and qualifies.

5.4 Extraordinary Actions . Except as specifically provided in Section 4.8 (relating to removal of directors) and in the last sentence of Article VII, notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of the holders of shares entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter.

5.5 Authorization by Board of Stock Issuance . The Board of Directors may authorize the issuance from time to time of shares of stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in this Charter or the Bylaws.

5.6 Preemptive Rights and Appraisal Rights . Except as may be provided by the Board of Directors in setting the terms of classified or reclassified shares of stock pursuant to Section 5.4 or as may otherwise be provided by a contract approved by the Board of Directors, no holder of shares of stock of the Corporation shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of stock of the Corporation or any other security of the Corporation which it may issue or sell. Holders of shares of stock shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL unless the Board of Directors, upon the affirmative vote of a majority of the Board of Directors, shall determine that such rights apply, with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.

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5.7 Indemnification . The Corporation shall have the power, to the maximum extent permitted by Maryland law in effect from time to time, to obligate itself to indemnify, and to 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 or (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, statutory real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in any of the foregoing capacities. The Corporation shall have the power, with the approval of the Board of Directors, to provide such indemnification and advancement of expenses to a person 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. Neither the amendment nor repeal of this Section 5.7, nor the adoption or amendment of any other provision of these Articles of Incorporation or Bylaws inconsistent with this 5.7, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

5.8 Determinations by Board . The determination as to any of the following matters, made in good faith by or pursuant to the direction of the Board of Directors consistent with this Charter, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, redemption of its stock or the payment of other distributions on its stock; the amount of paid-in surplus, net assets, other surplus, annual or other net profit, cash flow, funds from operations, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any class or series of stock of the Corporation; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or of any shares of stock of the Corporation; the number of shares of stock of any class or series of the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, this Charter or Bylaws or otherwise to be determined by the Board of Directors.

5.9 REIT Qualification . If the Board of Directors determines that it is no longer in the best interests of the Corporation to continue to be qualified as a REIT, the Board of Directors may revoke or otherwise terminate the Corporation’s REIT election pursuant to Section 856(g) of the Code. The Board of Directors also may determine that compliance with any restriction or limitation on stock ownership and transfers set forth in Article VI is no longer required for REIT qualification.

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5.10 Removal of Directors . Any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and then only by the affirmative vote of holders of shares entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of directors. For the purpose of this paragraph, “cause” shall mean, with respect to any particular director, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty.

5.11 Duties of Directors .

5.11.1 At or before the first meeting of the Board of Directors, the Articles of Incorporation shall be reviewed and ratified by a majority vote of the Directors and of the Independent Directors.

5.11.2 The Board of Directors shall establish written policies on investments and borrowing and shall monitor the administrative procedures, investment operations and performance of the Corporation and the Advisor to assure that such policies are carried out.

5.11.3 A majority of the Independent Directors must approve matters to which Sections 6.2(A), 6.2(D), 7.1-7.10, 8.1(B), 9.1, 9.2, 10.1, 10.2, 10.3(B), 10.4, 10.5, 10.7, 10.8, 10.11(C), of these Articles of Incorporation apply.

5.11.4 Advisory Contract .

(a) It shall be the duty of the Directors to evaluate the performance of the Advisor before entering into or renewing an advisory contract. The criteria used in such evaluation shall be reflected in the minutes of such meeting.

(b) Each contract for the services of an Advisor entered into by the Directors shall have a term of no more than one year.

(c) Each advisory contract shall be terminable by a majority of the Independent Directors, or the Advisor on 60 days written notice without cause and without penalty; provided, however, the Advisor shall be entitled to the value of its incentive fee based upon the appraised value of the Corporation’s property at the date of termination. In the event of the termination of such contract, the Advisor will cooperate with the Corporation and take all reasonable steps requested to assist the Directors in making an orderly transition of the advisory function.

(d) The Directors shall determine that the Advisor, including any successor Advisor, possesses sufficient qualifications to:

(1) perform the advisory function for the Corporation; and

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(2) justify the compensation provided for in its contract with the Corporation.

5.12 Fiduciary Duty of Directors . The Directors and any Advisor of the Corporation shall be deemed to be in a fiduciary relationship to the Corporation and to the shareholders. Additionally, the Directors shall have a fiduciary duty to the shareholders to supervise the relationship of the Corporation with the Advisor.

5.13 Election of Directors; Quorum . A majority of shareholders in person or by proxy at an annual meeting at which a quorum is present, may, without the necessity for concurrence by the Directors, vote to elect the Directors. Except as otherwise provided in these Articles of Incorporation, the holders of majority of the voting shares, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, except that when specified business is to be voted on by a class or series voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of business.

ARTICLE 6

FEES, COMPENSATION AND EXPENSES

6.1 Reasonable Expenses . The Independent Directors shall determine, from time to time but no less often than annually, that the total fees and expenses of this Corporation are reasonable in light of the investment performance of this Corporation, its Net Assets, its Net Income, and the fees and expenses of other comparable unaffiliated REITs. Each such determination shall be reflected in the minutes of the meetings of the Board of Directors.

6.2 Organization and Offering Expenses . The Organization and Offering Expenses paid in connection with this Corporation's formation or the syndication of its Shares shall be reasonable and shall in no event exceed an amount equal to 3.0% of the proceeds raised in an offering.

6.3 Acquisition Fees and Acquisition Expenses .

6.3.1 The total of all Acquisition Fees and Acquisition Expenses shall be reasonable, and shall not exceed an amount equal to the greater of (i) $25,000 and (ii) 3.0% of the Contract Price of a property; however, in no event will such total, when combined with all other broker fees related to such acquisition, exceed 6.0% of the Contract Price of such property.

6.3.2 Notwithstanding the cap on Acquisition Fees and Acquisition Expenses in the immediately preceding provision, a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction may approve fees in excess of these limits if they determine the transaction to be commercially competitive, fair and reasonable to the Corporation.

6.4 Total Operating Expenses .

6.4.1 The Total Operating Expenses of this Corporation shall (in the absence of a satisfactory showing to the contrary) be deemed to be excessive if they exceed in any fiscal year the greater of 2.0% of its Average Invested Assets or 25% of its Net Income for such year. The Independent Directors shall have the fiduciary responsibility of limiting such expenses to amounts that do not exceed such limitations unless such Independent Directors shall have made a finding that, based on such unusual and non-recurring factors which they deem sufficient, a higher level of expenses is justified for such year. Any such finding and the reasons in support thereof shall be reflected in the minutes of the meeting of the Board of Directors.

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6.4.2 Within 60 days after the end of any fiscal quarter of this Corporation for which Total Operating Expenses (for the 12 months then ended) exceeded 2.0% of Average Invested Assets or 25% of Net Income, whichever is greater, there shall be sent to the Shareholders a written disclosure of such fact, together with an explanation of the factors the Independent Directors considered in arriving at the conclusion that such higher operating expenses were justified.

6.4.3 In the event the Independent Directors do not determine such excess expenses are justified, the Directors shall cause the Advisor to reimburse this Corporation at the end of the 12 month period the amount by which the aggregate annual expenses paid or incurred by the Corporation exceed the limitations herein provided.

6.5 Asset Management Fee. The Corporation will pay its Advisor 0.75% of the Corporation’s average invested assets. For purposes of this Section 6.5, “average invested assets” means, for any period, the average of the aggregate book value of the Corporation’s assets invested, directly or indirectly, in properties, before reserves for depreciation or bad debts or other similar non-cash reserves, computed by taking the average of these values at the end of each month during the period.

6.6 Financing Coordination Fee. Other than with respect to any mortgage or other financing related to a property concurrent with its acquisition, if an Advisor, Director, Sponsor, or any Affiliate provides a substantial amount of the services in connection with the post-acquisition financing or refinancing of any debt that the Corporation obtains relative to a property or the Corporation, then that person may receive a financing coordination fee equal to 1.0% of the amount of such financing.

6.7 Property Management Fee . If an Advisor, Director, Sponsor, or any Affiliate provides a substantial amount of the property management services for the Corporation’s properties, then that person may receive a property management fee equal to 1.5% of gross revenues from the properties managed. The Corporation also may reimburse such person for property-level expenses that it pays or incurs on our behalf, including salaries, bonuses and benefits of persons employed by such person, except for the salaries, bonuses and benefits of persons who also serve as one of the Corporation’s executive officers or as an executive officer of such person. Such person may subcontract the performance of its property management duties to third parties and pay all or a portion of its property management fee to the third parties with whom it contracts for these services.

6.8 Leasing Commissions . If a property or properties of the Company becomes unleased and an Advisor, Director, Sponsor, or any Affiliate provides a substantial amount of the services in connection with the leasing of such property or properties to unaffiliated third parties, then that person may receive a leasing commission equal to 6.0% of the rents due pursuant to such lease for the first ten years of the lease term; provided, however (i) if the term of the lease is less than ten years, such commission percentage will apply to the full term of the lease and (ii) any rents due under a renewal of a lease of an existing tenant upon expiration of the initial lease agreement (including the expiration of any extensions provided for thereunder) shall accrue a commission of 3.0% in lieu of the aforementioned 6.0% commission. To the extent that any unaffiliated real estate broker assists in such leasing services, any compensation paid by the Company to an Advisor, Director, Sponsor, or any Affiliate pursuant to this Section 7.8 will be reduced by the amount paid to such unaffiliated real estate broker.

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6.9 Real Estate Commissions on Resale of Property . If an Advisor, Director, Sponsor, or any Affiliate provides a substantial amount of the services in the effort to sell a property, then that person may receive up to one-half of the brokerage commission paid but in no event to exceed an amount equal to 3.0% of the contracted-for sales price. In addition, the amount paid when added to the sums paid to unaffiliated parties in such a capacity shall not exceed the lesser of the Competitive Real Estate Commission or an amount equal to 6.0% of the contracted-for sales price.

6.10 Incentive Fees .

6.10.1 An interest in the gain from the sale of assets of the REIT, for which full consideration is not paid in cash or property of equivalent value, shall be allowed provided the amount or percentage of such interest is reasonable. Such an interest in gain from the sale of REIT assets shall be considered presumptively reasonable if it does not exceed 40% of the balance of such net proceeds remaining after payment to shareholders, in the aggregate, of an amount equal to 100% of the original issue price of the Shares, plus a cumulative, non-compounded return equal to 6.5% of the original issue price of the Shares per annum. For purposes of this subsection, the original issue price of the Shares may be reduced by prior cash distributions to Shareholders of net proceeds from the sale of Corporation assets.

6.10.2 In the case of multiple Advisors, Advisors, and any Affiliate shall be allowed Incentive Fees provided such fees are distributed by a proportional method reasonably designed to reflect the value added to the Corporation assets by each respective Advisor or any Affiliate.

6.11 Advisor Compensation .

6.11.1 The Independent Directors shall determine from time to time and no less often than annually that the compensation which the Corporation contracts to pay to the Advisor is reasonable in relation to the nature and quality of services performed and that such compensation is within the limits prescribed by the NASAA REIT Guidelines. The Independent Directors shall also supervise the performance of the Advisor and the compensation paid to it by the Corporation to determine that the provisions of such contract are being carried out. Each such determination shall be based on the factors set forth below and all other factors such Independent Directors may deem relevant and the findings of such Directors on each of such factors shall be recorded in the minutes of the Board of Directors.

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(a) The size of the advisory fee in relation to the size, composition, and profitability of the Corporation.

(b) The success of the Advisor in generating opportunities that meet the investment objectives of the Corporation.

(d) Additional revenues realized by the Advisor and any Affiliate through their relationship with the Corporation, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by the Corporation or by others with whom the Corporation does business.

(e) The quality and extent of service and advice furnished by the Advisor.

(f) The performance of the Corporation’s property, including income, conservation or appreciation of capital, frequency of problem investments and competence in dealing with distress situations.

(g) The quality of the Corporation’s property in relationship to the investments generated by the Advisor for its own account.

ARTICLE 7

STOCK

7.1 Authorized Shares . The Corporation has authority to issue 250,000,000 shares of stock, consisting of 200,000,000 shares of common stock, $0.001 par value per share (“Common Stock”), and 50,000,000 shares of preferred stock, $0.001 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $250,000.00. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to Section 5.2, 5.3 or 5.4 of this Article V, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. The Board of Directors, with the approval of a majority of the entire Board of Directors and without any action by the stockholders of the Corporation, may amend this Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.

7.1.1 Common Stock . Each share of Common Stock shall entitle the holder thereof to one vote. The Board of Directors may reclassify any unissued shares of Common Stock from time to time into one or more classes or series of stock.

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7.1.2 Preferred Stock . The Board of Directors may classify any unissued shares of Preferred Stock and reclassify any previously classified but unissued shares of Preferred Stock of any series from time to time, into one or more classes or series of stock.

7.1.3 Classified or Reclassified Shares . Prior to the issuance of classified or reclassified shares of any class or series of stock, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of stock of the Corporation; (b) specify the number of shares to be included in the class or series; (c) set or change, subject to the provisions of ARTICLE 7 and subject to the express terms of any class or series of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions (including, without limitation, restrictions on transferability), limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland (“SDAT”). Any of the terms of any class or series of stock set or changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or events ascertainable outside this Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of stock is clearly and expressly set forth in the articles supplementary or other Charter document.

7.2 Issuance of Shares Without Certificates . Unless otherwise provided by the Board of Directors, the Corporation shall not issue stock certificates. The Corporation shall continue to treat the holder of uncertificated Capital Stock registered on its stock ledger as the owner of the shares noted therein until the new owner delivers a properly executed form provided by the Corporation for that purpose. With respect to any shares of Capital Stock that are issued without certificates, information regarding restrictions on the transferability of such shares that would otherwise be required by the MGCL to appear on the stock certificates will instead be furnished to stockholders upon request and without charge.

7.3 Articles and Bylaws . The rights of all stockholders and the terms of all shares of stock of the Corporation are subject to the provisions of these Articles and the Bylaws.

7.4 Tax on Disqualified Organizations . To the extent that the Corporation incurs any tax pursuant to Section 860E(e)(6) of the Code as the result of any “excess inclusion” income (within the meaning of Section 860E of the Code) of the Corporation allocable to a “disqualified organization” (as defined in Section 860E(e)(5) of the Code) that holds Common Stock or Preferred Stock in record name, the Corporation shall reduce the distributions payable to any such “disqualified organization” in the manner described in Treasury Regulations Section 1.860E-2(b)(4), by reducing from one or more distributions to be paid to such stockholder an amount equal to the tax incurred by the Corporation pursuant to Section 860E(e)(6) as a result of such stockholder’s stock ownership.

7.5 Dividend Reinvestment Plans . The Board of Directors may establish, from time to time, a dividend reinvestment plan or plans. Under any dividend reinvestment plan, (a) all material information regarding dividends to the Common Stockholders and the effect of reinvesting such dividends, including the tax consequences thereof, shall be provided to the Common Stockholders not less often than annually, and (b) each Common Stockholder participating in such plan shall have a reasonable opportunity to withdraw from the plan not less often than annually after receipt of the information required in clause (a) above.

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7.6 Restrictions on Ownership, Transfer, Acquisition and Redemption of Shares .

7.6.1 Definitions . For purposes of Sections 7.6 and 7.7, the following terms shall have the following meanings:

“Acquire” shall mean the acquisition of Beneficial or Constructive Ownership of Common Shares by any means, including, without limitation, the exercise of any rights under any option, warrant, convertible security, pledge or other security interest or similar right to acquire shares, but shall not include the acquisition of any such rights unless, as a result, the acquiror would be considered a Beneficial Owner or Constructive Owner. The terms “Acquires” and “Acquisition” shall have correlative meanings.

“Beneficial Ownership” shall mean ownership of Common Shares by an individual who would be treated as an owner of such shares under Section 542(a)(2) of the Code, either directly or constructively through the application of Section 544, as modified by Section 856(h)(1)(B). For purposes of this definition, the term “individuals also shall include any organization, trust or other entity that is treated as an individual for purposes of Section 542(a)(2) of the Code. The terms “Beneficial Owner,” “Beneficially Own,” “Beneficially Owns” and “Beneficially Owned” shall have correlative meanings.

“Beneficiary” shall mean a beneficiary of the Excess Shares Trust as determined pursuant to Section 7.7.1.

“Board of Directors” shall mean the Board of Directors of the Corporation.

“Bylaws” shall mean the Bylaws of the Corporation, as the same are in effect from time to time.

“Closing Price” on any day shall mean the last sale price, or if no such sale takes place on that day, or, if there is such closing prices otherwise are not available, the fair market value of the affected class or series of Common Shares as of such day, as determined by the Board of Directors in its discretion.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

“Common Shares Ownership Limit” shall mean, subject to the exceptions set forth in subsection 7.6.9, 8.0 percent of the outstanding Common Shares of the Corporation, or, from and after the date hereof, such greater percentage of the outstanding Common Shares of the Corporation as the Board of Directors may establish pursuant to the authority expressly vested in the Board of Directors in subsection 7.6.11 (but in no event to more than 9.9 percent of the outstanding Common Shares of the Corporation, as so adjusted), subject to the limitations contained in subsection 7.6.11.

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“Constructive Ownership” shall mean ownership of Common Shares by a Person who would be treated as an owner of such shares, either actually or constructively, directly or indirectly, though the application of Section 318 of the Code, as modified by Section 856(d)(5) thereof. The terms “Constructive Owner,” “Constructively Own,” “Constructively Owns” and “Constructively Owned” shall have correlative meanings.

“Excess Shares Trust” shall mean the trust created pursuant to Section 7.7

“Excess Shares Trustee” shall mean the Corporation as Trustee for the Excess Shares Trust, and any successor trustee appointed by the Corporation.

“Market Price” on any day shall mean the average of the Closing Prices for the ten (10) consecutive Trading Days immediately preceding such day (or those days during such 10 day period for which Closing Prices are available).

“Ownership Limit” shall mean the Common Shares Ownership Limit.

“Person” shall mean an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity, or a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of l934, as amended; but does not include an underwriter which participated in a public offering of Common Shares for a period of sixty (60) days following the purchase by such underwriter of such Common Shares therein, provided that the foregoing exclusion shall apply only if the ownership of such Common Shares by an underwriter or underwriters participating in a public offering would not cause the Corporation to fail to qualify as a REIT by reason of being “closely held” within the meaning of Section 856(a) of the Code or otherwise cause the Corporation to fail to qualify as a REIT.

“Purported Beneficial Holder” shall mean, with respect to any event or transaction other than a purported Transfer or Acquisition which results in Excess Shares, the Person for whom the applicable Purported Record Holder held the Common Shares that were, pursuant to paragraph 7.6.2, automatically exchanged for Excess Shares upon the occurrence of such event or transaction. The Purported Beneficial Holder and the Purported Record Holder may be the same Person.

“Purported Beneficial Transferee” shall mean, with respect to any purported Transfer or Acquisition which results in Excess Shares, the purported beneficial transferee for whom the Purported Record Transferee would have acquired Common Shares if such Transfer or Acquisition had been valid under subsection 7.6.2. The Purported Beneficial Transferee and the Purported Record Transferee may be the same Person.

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“Purported Record Holder” shall mean, with respect to any event or transaction other than a purported Transfer or Acquisition which results in Excess Shares the record holder of the Common Shares that were, pursuant to subsection 7.6.3, automatically exchanged for Excess Shares upon the occurrence of such an event or transaction. The Purported Record Holder and the Purported Beneficial Holder can be the same Person.

“Purported Record Transferee” shall mean, with respect to any purported Transfer or Acquisition which results in Excess Shares, the record holder of the Common Shares if such Transfer had been valid under subsection 7.6.2. The Purported Record Transferee and the Purported Beneficial Transferee may be the same Person.

“REIT” shall mean a real estate investment trust under Sections 856 through 860 of the Code.

“Restriction Termination Date” shall mean the first day after the date hereof on which the Board of Directors and the shareholders of the Corporation determine that it is no longer in the best interests of the Corporation to attempt, or continue, to qualify as a REIT.

“Trading Day” shall mean any day other than a Saturday, Sunday or other day on which banking institutions in the state of California are authorized or obligated by law or executive order to close.

“Transfer” shall mean any sale, transfer, gift, hypothecation, assignment, devise or other disposition of a direct or indirect interest in Common Shares or the right to vote or receive dividends on Common Shares (including (i) the granting of any option (including any option to acquire an option or any series of such options) or entering into any agreement for the sale, transfer or other disposition of Common Shares or the right to vote or receive dividends on Common Shares or (ii) the sale, transfer, assignment or other disposition of any securities or rights convertible into or exchangeable for Common Shares, whether voluntary or involuntary, of record, constructively or beneficially, and whether by operation of law or otherwise). The terms “Transfers,” “Transferred” and “Transferable” shall have correlative meanings.

7.6.2 Ownership and Transfer Limitations .

(a) Notwithstanding any other provision of these Articles of Incorporation, except as provided in subsection 7.6.9 and Section 7.7, from and after the date hereof and prior to the Restriction Termination Date, no Person shall Beneficially or Constructively Own Common Shares in excess of the Common Shares Ownership Limit.

(b) Notwithstanding any other provision of these Articles of Incorporation, except as provided in subsection 7.6.2 and subsection 7.6.3, from and after the date hereof and prior to the Restriction Termination Date, any Transfer, Acquisition, change in the capital structure of the Corporation, or other purported change in Beneficial or Constructive Ownership of Common Shares or other event or transaction that, if effective, would result in any Person Beneficially or Constructively Owning Common Shares in excess of the applicable Ownership Limit shall be void ab initio as to the Transfer, Acquisition, change in the capital structure of the Corporation, or other purported change in Beneficial or Constructive Ownership or other event or transaction with respect to that number of Common Shares which would otherwise be Beneficially or Constructively Owned by such Person in excess of the applicable Ownership Limit, and none of the Purported Beneficial Transferee, the Purported Record Transferee the Purported Beneficial Holder or the Purported Record Holder, as applicable, shall acquire any rights in that number of Common Shares.

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(c) Notwithstanding any other provision of these Articles of Incorporation, except as provided in subsection 7.6.9 and Section 7.7, from and after the date hereof and prior to the Restriction Termination Date, any Transfer, Acquisition, change in the capital structure of the Corporation, or other purported change in Beneficial or Constructive Ownership (including actual ownership) of Common Shares or other event or transaction that, if effective, would result in the Common Shares being actually owned by fewer than one hundred (100) Persons (determined without reference to any rules of attribution) shall be void ab initio as to the Transfer, Acquisition, change in the capital structure of the Corporation, or other purported change in Beneficial or Constructive Ownership (including actual ownership) or other event or transaction with respect to that number of Common Shares which otherwise would be owned by the transferee, and the intended transferee or subsequent owner (including a Beneficial or Constructive Owner) shall acquire no rights in that number of Common Shares.

(d) Notwithstanding any other provision of these Articles of Incorporation, except as provided in Section 7.7, from and after the date hereof and prior to the Restriction Termination Date, any Transfer, Acquisition, change in the capital structure of the Corporation, or other purported change in Beneficial or Constructive Ownership of Common Shares or other event or transaction that, if effective, would cause the Corporation to fail to qualify as a REIT by reason of being “closely held” within the meaning of Section 856(h) of the Code or otherwise, directly or indirectly, would cause the Corporation to fail to qualify as a REIT shall be void ab initio as to the Transfer, Acquisition, change in the capital structure of the Corporation, or other purported change in Beneficial or Constructive Ownership or other event or transaction with respect to that number of Common Shares which would cause the Corporation to be “closely held” within the meaning of Section 856(h) of the Code or otherwise, directly or indirectly, would cause the Corporation to fail to qualify as a REIT, and none of the Purported Beneficial Transferee, the Purported Record Transferee, the Purported Beneficial Holder or the Purported Record Holder shall acquire any rights in that number of Common Shares.

(e) Notwithstanding any other provision of these Articles of Incorporation, except as provided in Section 7.7, from and after the date hereof and prior to the Restriction Termination Date, any Transfer, Acquisition, change in capital structure of the Corporation, or other purported change in Beneficial or Constructive Ownership of Common Shares or other event or transaction that, if effective, would (i) cause the Corporation to own (directly or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code and (ii) cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code, shall be void ab initio as to the Transfer, Acquisition, change in capital structure of the Corporation, or other purported change in Beneficial or Constructive Ownership or other event or transaction with respect to that number of Common Shares which would cause the Corporation to own an interest (directly or Constructively) in a tenant that is described in Section 856(d)(2)(B) of the Code, and none of the Purported Beneficial Transferee, the Purported Record Transferee, the Purported Beneficial Holder or the Purported Record Holder shall acquire any rights in that number of Common Shares.

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7.6.3 Exchange for Excess Shares .

(a) If, notwithstanding the other provisions contained in this ARTICLE 7, at any time from and after the date hereof and prior to the Restriction Termination Date, there is a purported Transfer, Acquisition, change in the capital structure of the Corporation, or other purported change in the Beneficial or Constructive Ownership of Common Shares or other event or transaction such that any Person would Beneficially or Constructively Own Common Shares in excess of the applicable Ownership Limit, then, except as otherwise provided in subsection 7.6.9, such number of Common Shares (rounded up to the next whole number of shares) in excess of the applicable Ownership Limit, automatically shall be exchanged for an equal number of Excess Shares having terms, rights, restrictions and qualifications identical thereto, except to the extent that this ARTICLE 7 requires different terms. Such exchange shall be effective as of the close of business on the business day next preceding the date of the purported Transfer, Acquisition, change in capital structure, or other purported change in Beneficial or Constructive Ownership of Common Shares or other event or transaction.

(b) If, notwithstanding the other provisions contained in this ARTICLE 7, at any time from and after the date hereof and prior to the Restriction Termination Date, there is a purported Transfer, Acquisition, change in the capital structure of the Corporation, or other purported change in Beneficial or Constructive Ownership of Common Shares or other event or transaction which, if effective, would result in a violation of any of the restrictions described in subsection 7.6.2 or, directly or indirectly, would for any reason cause the Corporation to fail to qualify as a REIT, then the number of Common Shares (rounded up to the next whole number of shares) being Transferred or Acquired or which are otherwise affected by the change in capital structure or other purported change in Beneficial or Constructive Ownership or other event or transaction and which would result in a violation of any of the restrictions described in subsection 7.6.2 or, directly or indirectly, would for any reason cause the Corporation to fail to qualify as a REIT, automatically shall be exchanged for an equal number of Excess Shares having terms, rights, restrictions and qualifications identical thereto, except to the extent that this ARTICLE 7 requires different terms. Such exchange shall be effective as of the close of business on the business day prior to the date of the purported Transfer, Acquisition, change in capital structure, or other purported change in Beneficial or Constructive Ownership or other event or transaction.

(c) The Board of Directors recognizes that subsections 7.6.3 may become operative because of the purported ownership of Common Shares by two or more (i) partners of a partnership, (ii) shareholders of a corporation, or (iii) members of any other Person. In such event, the Board of Directors shall have the authority in its sole, complete and absolute discretion to determine the number of Common Shares and the identity of the Common Shares of each partner, shareholder or member that automatically shall be exchanged for an equal number of Excess Shares.

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7.6.4 Remedies For Breach . If the Board of Directors or its designee shall at any time determine in good faith that a Transfer, Acquisition, or change in the capital structure of the Corporation or other purported change in Beneficial or Constructive Ownership or other event or transaction has taken place in violation of subsection 7.6.2 or that a Person intends to Acquire or has attempted to Acquire Beneficial or Constructive Ownership of any Common Shares in violation of subsection 7.6.2, the Board of Directors or its designee shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer, Acquisition, or change in the capital structure of the Corporation, or other attempt to Acquire Beneficial or Constructive Ownership of any Common Shares or other event or transaction, including, but not limited to, refusing to give effect thereto on the books of the Corporation or instituting injunctive proceedings with respect thereto; provided, however, that any Transfer, Acquisition, change in the capital structure of the Corporation, attempted Transfer, or other attempt to Acquire Beneficial or Constructive Ownership of any Common Shares or event or transaction in violation of subsection 7.6.2 (as applicable) shall be void ab initio and, where applicable, automatically shall result in the exchange described in subsection 7.6.3, irrespective of any action (or inaction) by the Board of Directors or its designee.

7.6.5 Notice of Restricted Transfer . Any Person who Acquires or attempts to Acquire Beneficial or Constructive Ownership of Common Shares in violation of subsection 7.6.2 and any Person who Beneficially or Constructively Owns Excess Shares as a transferee of Common Shares resulting in an exchange for Excess Shares, pursuant to subsection 7.6.3, or otherwise, immediately shall give written notice to the Corporation, or, in the event of a proposed or attempted Transfer or Acquisition or purported change in Beneficial or Constructive Ownership, shall give at least fifteen (15) days prior written notice to the Corporation, of such event and shall promptly provide to the Corporation such other information as the Corporation, in its sole discretion, may request in order to determine the effect, if any, of such Transfer, attempted Transfer, Acquisition, attempted Acquisition or other purported change in Beneficial or Constructive Ownership on the Corporation’s status as a REIT.

7.6.6 Owners Required To Provide Information . From and after the date hereof and prior to the Restriction Termination Date:

(a) Every Beneficial or Constructive Owner of more than 5 percent, or such lower percentage or percentages as determined pursuant to regulations under the Code or as may be requested by the Board of Directors in its sole discretion, of the outstanding shares of the Common Shares of the Corporation annually shall, no later than January 31 of each calendar year, give written notice to the Corporation stating (i) the name and address of such Beneficial or Constructive Owner; (ii) the number of shares of the Common Shares Beneficially or Constructively Owned; and (iii) a description of how such shares are held. Each such Beneficial or Constructive Owner promptly shall provide to the Corporation such additional information as the Corporation, in its sole discretion, may request in order to determine the effect, if any, of such Beneficial or Constructive Ownership on the Corporation’s status as a REIT and to ensure compliance with the applicable Ownership Limit and other restrictions set forth herein.

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(b) Each Person who is a Beneficial or Constructive Owner of Common Shares end each Person (including the shareholder of record) who is holding Common Shares for a Beneficial or Constructive Owner promptly shall provide to the Corporation such information as the Corporation, in its sole discretion, may request in order to determine the Corporation’s status as a REIT, to comply with the requirements of any taxing authority or other governmental agency, to determine any such compliance or to ensure compliance with the Ownership Limit and other restrictions set forth herein.

7.6.7 Remedies Not Limited . Nothing contained in this ARTICLE 7 except Section 7.7 hereof shall limit the scope or application of the provisions of this Section 7.6, the ability of the Corporation to implement or enforce compliance with the terms thereof or the authority of the Board of Directors to take any such other action or actions as it may deem necessary or advisable to protect the Corporation and the interests of its shareholders by preservation of the Corporation’s status as a REIT and to ensure compliance with the Ownership Limit and other restrictions set forth herein, including, without limitation, refusal to give effect to a transaction on the books of the Corporation.

7.6.8 Ambiguity . In the case of ambiguity in the application of any of the provisions of this Section 7.6, including any definition contained in subsection 7.6.1 hereof, the Board of Directors shall have the power and authority, in its sole discretion, to determine the application of the provisions of this Section 8.3 with respect to any situation, based on the facts known to it.

7.6.9 Exceptions . It is expected that as the Corporation begins accepting shareholders there will be a start up period during which the various ownership limitations will be exceeded and minimum shareholder thresholds will not yet be attained. Until such time as the Corporation meets the requirements of the Internal Revenue Service for the qualification of the Corporation as a REIT, such requirements will be waived. Additionally, the Board of Directors, upon receipt of a ruling from the Internal Revenue Service, an opinion of counsel, or other evidence satisfactory to the Board of Directors, in its sole discretion, in each case to the effect that the restrictions contained in subsections 7.6.2(a) 7.6.2(b) 7.6.2(c) will not be violated, may waive or change, in whole or in part, the application of the Ownership Limit with respect to any Person that is not an individual, as such term is defined in Section 542(a)(2) of the Code. In connection with any such waiver or change, the Board of Directors may require such representations and undertakings from such Person or affiliates and may impose such other conditions, as the Board deems necessary, advisable or prudent, in its sole discretion, to determine the effect, if any, of the proposed transaction or ownership of Common Shares on the Corporation’s status as a REIT.

7.6.10 Increase in Common Shares Ownership Limit . Subject to the limitations contained in paragraph K of this Section 7.6, the Board of Directors is hereby expressly vested with the full power and authority from time to time to increase the Common Shares Ownership Limit. No such increase shall constitute or be deemed to constitute an amendment of these Articles of Incorporation, and shall take effect automatically without any action on the part of any shareholder as of the date specified by the Board of Directors that is subsequent to the Board resolution approving and effecting such reduction.

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7.6.11 Limitations on Modifications .

(a) The Ownership Limit for Common Shares may not be increased and no additional ownership limitations may be created if, after giving effect to such increase or creation, the Corporation would be “closely held” within the meaning of Section 856(h) of the Code (assuming ownership of Common Shares by all Persons equal to the greatest of (i) the actual ownership, (ii) the Beneficial Ownership of Common Shares by each Person, or (iii) the Ownership Limit with respect to such Person).

(b) Prior to any modification of the Ownership Limit with respect to any Person, the Board of Directors may require such opinions of counsel, affidavits, undertakings or agreements as it may deem necessary, advisable or prudent, in its sole discretion, in order to determine or ensure the Corporation’s status as a REIT.

7.6.12 Legend . Each certificate for Common Shares shall bear substantially the following legend:

“The securities represented by this certificate are subject to the restrictions on transfer and ownership for the purpose of maintenance of the Corporation’s status as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided pursuant to the Articles of Incorporation of the Corporation, no Person may (i) Beneficially or Constructively Own Common Shares of the Corporation in excess of 8.0 percent (or such greater percent as may be determined by the Board of Directors of the Corporation) of the outstanding Common Shares or (ii) Beneficially or Constructively Own Common Shares which would result in the Corporation being “closely held” under Section 856(h) of the Code or which otherwise would cause the Corporation to fail to qualify as a REIT. Any Person who has Beneficial or Constructive Ownership, or who Acquires or attempts to Acquire Beneficial or Constructive Ownership of Common Shares in excess of the above limitations and any Person who Beneficially or Constructively Owns Excess Shares as a transferee of Common Shares resulting in an exchange for Excess Shares (as described below) immediately must notify the Corporation in writing or, in the event of a proposed or attempted Transfer or Acquisition or purported change in the Beneficial or Constructive Ownership must give written notice to the Corporation at least fifteen (15) days prior to the proposed or attempted transfer, transaction or other event. Any Transfer or Acquisition of Common Shares or other event which results in violation of the ownership or transfer limitations set forth in the Articles of Incorporation shall be void ab initio and the Purported Beneficial and Record Transferee shall not have or acquire any rights in such Common Shares. If the transfer and ownership limitations referred to herein are violated, the Common Shares represented hereby automatically will be exchanged for Excess Shares to the extent of violation of such limitations, and such Excess Shares will be held in trust by the Corporation, all as provided by the Articles of Incorporation of the Corporation. All defined terms used in this legend have the meanings identified in the Articles of Incorporation of the Corporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer, will be sent without charge to each shareholder who so requests.”

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7.7 Excess Shares .

7.7.1 Ownership In Trust . Upon any purported Transfer, Acquisition, change in the capital structure of the Corporation, or other purported change in the Beneficial or Constructive Ownership or event or transaction that results in Excess Shares pursuant to subsection 7.6.3, such Excess Shares shall be deemed to have been transferred to the Corporation, as Excess Shares Trustee of an Excess Shares Trust for the benefit of such Beneficiary or Beneficiaries to whom an interest in such Excess Shares may later be transferred pursuant to subsection 7.7.5. Excess Shares so held in trust shall be issued and outstanding shares of the Corporation. The Purported Record Transferee (or Purported Accord Holder) shall have no rights in such Excess Shares except the right to designate a transferee of such Excess Shares upon the terms specified in subsection 7.7.5. The Purported Beneficial Transferee (or Purported Beneficial Holder) shall have no rights in such Excess Shares except as provided in subsections 7.7.3 and 7.7.5.

7.7.2 Dividend Rights . Excess Shares shall not be entitled to any dividends or distributions (except as provided in subsection 7.7.3). Any dividend or distribution paid prior to the discovery by the Corporation that the Common Shares have been exchanged for Excess Shares shall be repaid to the Corporation upon demand, and any dividend or distribution declared but unpaid at the time of such discovery shall be void ab initio with respect to such Excess Shares.

7.7.3 Rights Upon Liquidation . Except as provided below, in the event of any voluntary or involuntary liquidation, dissolution or winding up, or any other distribution of the assets, of the Corporation, each holder of Excess Shares shall be entitled to receive, ratably with (i) each other holder of such Excess Shares and (ii) each holder of Common Shares, that portion of the aggregate assets available for distribution to holders of Common Shares (including holders of Excess Shares resulting from the exchange of Common Shares pursuant to subsection 7.6.3), determined in accordance with applicable law, as the number of such Excess Shares held by such holder bears to the total number of outstanding Common Shares and outstanding Excess Shares then outstanding. The Corporation, as holder of the Excess Shares in trust, or, if the Corporation shall have been dissolved, any trustee appointed by the Corporation prior to its dissolution, shall distribute ratably to the Beneficiaries of the Excess Shares Trust, when determined, any such assets received in respect of the Excess Shares in any liquidation, dissolution or winding up, or any distribution of the assets, of the Corporation. Anything herein to the contrary notwithstanding, in no event shall the amount payable to a holder with respect to Excess Shares exceed (i) the price per share such holder paid for the Common Shares in the purported Transfer, Acquisition, change in capital structure, or other transaction or event that resulted in the Excess Shares or the price per share such holder paid for the Common Shares that were exchanged for the Excess Shares or (ii) if the holder did not give full value for such Excess Shares (as through a gift, devise or other event or transaction), a price per share equal to the Market Price for the Common Shares on the date of the purported Transfer, Acquisition, change in capital structure or other transaction or event that resulted in such Excess Shares or the Market Price for the Common Shares on the date they were exchanged for the Excess Shares. Any amount available for distribution in excess of the foregoing limitations shall be paid ratably to the holders of Common Shares and Excess Shares resulting from the exchange of Common Shares to the extent permitted by the foregoing limitations.

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7.7.4 Voting Rights . The holders of Excess Shares shall not be entitled to vote on any matters (except as required by the MGCL).

7.7.5 Restrictions on Transfer; Designation of Beneficiary .

(a) Excess Shares shall not be Transferable. The Purported Record Transferee (or Purported Record Holder) may freely designate a Beneficiary of its interest in the Excess Shares Trust (representing the number of Excess Shares held by the Excess Shares Trust attributable to the purported Transfer that resulted in the Excess Shares), if (i) the Excess Shares held in the Excess Shares Trust would not be Excess Shares in the hands of such Beneficiary and (ii) the Purported Beneficial Transferee (or Purported Beneficial Holder) does not receive a price for designating such Beneficiary that reflects a price per share for such Excess Shares that exceeds (x) the price per share such Purported Beneficial Transferee (or Purported Beneficial Holder) paid for the Common Shares in the purported Transfer, Acquisition, change in capital structure, or other transaction or event that resulted in the Excess Shares or the price per share paid for the Common Shares that were exchanged for the Excess Shares or (y) if the Purported Beneficial Transferee (or Purported Beneficial Holder) did not give value for such Excess Shares (as through a gift, devise or other event or transaction), a price per share equal to the Market Price for the Common Shares on the date of the purported Transfer, Acquisition, change in capital structure, or other transaction or event that resulted in the Excess Shares or the Market Price for the Common Shares on the date they were exchanged for the Excess Shares. Upon such Transfer of an interest in the Excess Shares Trust, the corresponding Excess Shares in the Excess Shares Trust automatically shall be exchanged for an equal number of Common Shares (depending on the type and class of shares that originally were exchanged for such Excess Shares) and such Common Shares shall be transferred of record to the Beneficiary of the interest in the Excess Shares Trust designated by the Purported Record Transferee (or Purported Record Holder) , as described above, if such Common Shares would not be Excess Shares in the hands of such Beneficiary. Prior to any Transfer of any interest in the Excess Shares Trust, the Purported Record Transferee (or Purported Record Holder) must give written notice to the Corporation of the intended Transfer and the Corporation must have waived in writing its purchase rights under paragraph F of this Section 8.4.

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(b) Notwithstanding the foregoing, if a Purported Beneficial Transferee (or Purported Beneficial Holder) receives a price for designating a Beneficiary of an interest in the Excess Shares Trust that exceeds the amounts allowable under subsection (a) , such Purported Beneficial Transferee (or Purported Beneficial Holder) shall pay, or cause the Beneficiary of the interest in the Excess Shares Trust to pay, such excess in full to the Corporation.

(c) If any of the Transfer restrictions set forth in this subsection 7.7.5 or any application thereof is determined to be void, invalid or unenforceable by any court having jurisdiction over the issue, the Purported Record Transferee (or Purported Record Holder) may be deemed, at the option of the Corporation, to have acted as the agent of the Corporation in acquiring the Excess Shares as to which such restrictions would otherwise, by their terms, apply, and to hold such Excess Shares on behalf of the Corporation.

7.7.6 Purchase Right in Excess Shares . Excess Shares shall be deemed to have been offered for sale to the Corporation or its designee at a price per share equal to the lesser of (i) the price per share in the transaction that created such Excess Shares (or, in the case of a devise or gift or event other than a Transfer or Acquisition which results in the issuance of Excess Shares, the Market Price at the time of such devise or gift or event other than a Transfer or Acquisition which results in the issuance of Excess Shares) or (ii) the Market Price of the Common Shares exchanged for such Excess Shares on the date the Corporation or its designee accepts such offer. The Corporation and its assignees shall have the right to accept such offer for a period of ninety (90) days after the later of (i) the date of the purported Transfer, Acquisition, change in capital structure of the Corporation, or purported change in Beneficial or Constructive Ownership or other event or transaction which resulted in such Excess Shares and (ii) the date on which the Board of Directors determines in good faith that a Transfer, Acquisition, change in capital structure of the Corporation, or purported change in Beneficial or Constructive Ownership or other event or transaction resulting in Excess Shares has occurred, if the Corporation does not receive a notice pursuant to subsection 7.6.5, but in no event later than a permitted Transfer pursuant to, and in compliance with, the terms of subsection 7.7.5.

7.7.7 Remedies Not Limited . Nothing contained in this Article VI shall limit the scope or application of the provisions of this Section 7.7, the ability of the Corporation to implement or enforce compliance with the terms hereof or the authority of the Board of Directors to take any such other action or actions as it may deem necessary or advisable to protect the Corporation and the interests of its Shareholders by preservation of the Corporation’s status as a REIT and to ensure compliance with the applicable Ownership Limits and the other restrictions set forth herein, including, without limitation, refusal to give effect to a transaction on the books of the Corporation.

7.8 Severability . If any provision of this ARTICLE 7 or any application of any such provision is determined to be void, invalid or unenforceable by any court having jurisdiction over the issue, the validity and enforceability of the remainder of this ARTICLE 7 shall not be affected and other applications of such provision shall be affected only to the extent necessary to comply with the determination of such court.

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7.9 Waiver . The Corporation shall have authority at any time to waive the requirements that Excess Shares be issued or be deemed outstanding in accordance with the provisions of this Article VIII if the Corporation determines, based on an opinion of tax counsel, that the issuance of such Excess Shares or the fact that such Excess Shares are deemed to be outstanding, would jeopardize the status of the Corporation as a REIT (as that term is defined in subsection 7.6.1).

7.10 Management of Money and Property Received for Shares . The Directors shall manage all money and property received for the issuance of shares for the benefit of the shareholders of the Corporation.

ARTICLE 8

CONFLICTS OF INTEREST AND INVESTMENT RESTRICTIONS

8.1 Sales and Leases to REIT . The Corporation shall not purchase property from the Sponsor, Adviser, Director, or any Affiliate thereof, unless a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction approve the transaction as being fair and reasonable to the Corporation and at a price to the Corporation no greater than the cost of the asset to such Sponsor, Advisor, Director, or any Affiliate thereof, or if the price to the Corporation is in excess of such cost, that substantial justification for such excess exists and such excess is reasonable. In no event shall the cost of such asset to the Corporation exceed its current appraised value.

8.2 Sales and Leases to Sponsor, Advisor, Directors, or any Affiliate.

8.2.1 A Sponsor, Advisor, Director, or any Affiliate thereof shall not acquire assets from the Corporation unless approved by a majority of the Directors (including a majority of the Independent Directors), not otherwise interested in such transaction, as being fair and reasonable to the Corporation.

8.2.2 The Corporation may lease assets to a Sponsor, Advisor, Director, or any Affiliate thereof only if approved by a majority of the Directors (including a majority of the Independent Directors), not otherwise interested in such transaction, as being fair and reasonable to the Corporation.

8.3 Loans.

8.3.1 No loans may be made by the Corporation to the Sponsor, Advisor, Director, or any Affiliate thereof except to wholly owned subsidiaries of the Corporation.

8.3.2 The Corporation may not borrow money from the Sponsor, Advisor, Director, or any Affiliate thereof, unless a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction approve the transaction as being fair, competitive, and commercially reasonable and no less favorable to the Corporation than loans between unaffiliated parties under the same circumstances.

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8.4 Investments.

8.4.1 The Corporation shall not invest in joint ventures with the Sponsor, Advisor, Director, or any Affiliate thereof, unless a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transactions, approve the transaction as being fair and reasonable to the Corporation and on substantially the same terms and conditions as those received by the other joint venturers.

8.4.2 The Corporation shall not invest in equity securities unless a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction approve the transaction as being fair, competitive, and commercially reasonable.

8.5 Statement of Objectives . The Independent Directors shall review the investment policies of the Corporation with sufficient frequency and no less often than annually to determine that the policies being followed by the Corporation at any time are in the best interests of its Shareholders. Each such determination and the basis therefor shall be set forth in the minutes of the Board of Directors.

8.6 Multiple Programs . The method for the allocation of the acquisition of properties by two or more programs of the same Sponsor or Advisor seeking to acquire similar types of assets shall be reasonable. It shall be the duty of the Directors (including the Independent Directors) to insure such method is applied fairly to the Corporation.

8.7 Other Transactions . All other transactions between the Corporation and the Sponsor, Advisor, Director, or any Affiliate thereof, shall require approval by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transactions as being fair and reasonable to the Corporation and on terms and conditions not less favorable to the Corporation than those available from unaffiliated third parties.

8.8 Appraisal of Real Property . The consideration paid for real property acquired by the Corporation shall ordinarily be based on the fair market value of the property as determined by a majority of the Directors. In cases in which a majority of the Independent Directors so determine, and in all cases in which assets are acquired from the Advisors, Directors, Sponsors or Affiliates thereof, such fair market value shall be as determined by an Independent Expert selected by the Independent Directors.

8.9 Roll-Up Transaction .

8.9.1 In connection with a proposed roll-up, an appraisal of all Corporation assets shall be obtained from a competent, Independent Expert. If the appraisal will be included in a prospectus used to offer the securities of a roll-up entity, the appraisal shall be filed with the Securities and Exchange Commission and any applicable state securities commissioner as an exhibit to the registration statement for the offering. Accordingly, an issuer using the appraisal shall be subject to liability for violation of the Securities Act of 1933, §11, and comparable provisions under state law for any material misrepresentations or material omissions in the appraisal. Corporation assets shall be appraised on a consistent basis. The appraisal shall be based on an evaluation of all relevant information, and shall indicate the value of the Corporation's assets as of a date immediately prior to the announcement of the proposed roll-up transaction. The appraisal shall assume an orderly liquidation of Corporation assets over a 12-month period. The terms of the engagement of the Independent Expert shall clearly state that the engagement is for the benefit of the Corporation and its investors. A summary of the independent appraisal, indicating all material assumptions underlying the appraisal, shall be included in a report to the investors in connection with a proposed roll-up.

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8.9.2 In connection with a proposed roll-up, the person sponsoring the roll-up shall offer to Shareholders who vote "no" on the proposal the choice of:

(a) accepting the securities of the roll-up entity offered in the proposed roll-up; or

(b) one of the following:

(1) remaining as Shareholders of the Corporation and preserving their interests therein on the same terms and conditions as existed previously; or

(2) receiving cash in an amount equal to the Shareholders' pro-rata share of the appraised value of the Net Assets of the Corporation.

8.9.3 The Corporation shall not participate in any proposed roll-up that would result in Shareholders having democracy rights in the roll-up entity that are less than those provided for under the NASAA REIT Guidelines.

8.9.4 The Corporation shall not participate in any proposed roll-up which includes provisions that would operate to materially impede or frustrate the accumulation of shares by any purchaser of the securities of the roll-up entity (except to the minimum extent necessary to preserve the tax status of the roll-up entity). The Corporation shall not participate in any proposed roll-up which would limit the ability of an investor to exercise the voting rights of its securities of the roll-up entity on the basis of the number of REIT shares held by that investor.

8.9.5 The Corporation shall not participate in any proposed roll-up in which investors' rights of access to the records of the roll-up entity will be less than those provided for under NASAA REIT Guidelines.

8.9.6 The Corporation shall not participate in any proposed roll-up in which any of the costs of the transaction would be borne by the Corporation if the roll-up is not approved by the Shareholders.

8.10 Leverage . The aggregate borrowings of the Corporation, if any, secured and unsecured, shall be reasonable in relation to the Net Assets of the Corporation and shall be reviewed by the Directors at least quarterly. The maximum amount of such borrowings in relation to the Net Assets shall, in the absence of a satisfactory showing that higher level of borrowing is appropriate, not exceed 50%. Any excess in borrowing over such 50% level shall be approved by a majority of the Independent Directors and disclosed to the Shareholders in the next quarterly report of the Corporation, along with justification for such excess. Notwithstanding the foregoing, calculations made pursuant to this Section shall not include any borrowings outstanding under the revolving credit facility (or similar agreement) entered into between the Corporation and the Sponsor relating to the initial acquisition of properties (the “Revolving Credit Facility”).

Rich Uncles REIT, Inc., Amended and Restated Articles of Incorporation

Page 28

8.11 Restrictions . The Corporation will not engage in any of the following investment practices or activities:

8.11.1 Invest in commodities or commodity future contracts;

8.11.2 Invest more than 10% of its total assets in unimproved real property or indebtedness secured by a deed of trust or mortgage loans on unimproved real property;

8.11.3 Invest in indebtedness (“junior debt”) secured by a mortgage on real property which is subordinate to the lien of other indebtedness (“senior debt”), except where the amount of such junior debt, plus the outstanding amount of the senior debt, does not exceed 90% of the appraised value of such property, if after giving effect thereto, the value of all such investments of the Corporation (as shown on the books of the Corporation in accordance with generally accepted accounting principles after all reasonable reserves but before provision for depreciation) would not then exceed 25% of Corporation tangible assets. The value of all investments in junior debt of the Corporation which does not meet the aforementioned requirements would be limited to 10% of the Corporation's tangible assets (which would be included within the 25% limitation);

8.11.4 Invest in contracts for the sale of real estate;

8.11.5 Engage in any short sale, or borrow, on an unsecured basis unless the historical debt service coverage (in the most recently completed fiscal year) as adjusted for known changes is sufficient to properly service that higher level of debt;

8.11.6 Engage in trading, as compared with investment activities;

8.11.7 Acquire securities in any Corporation holding investments or engaging in activities prohibited by this section; or

8.11.8 Engage in underwriting or the agency distribution of securities issued by others.

ARTICLE 9

AMENDMENTS

9.1 The Corporation reserves the right from time to time to make any amendment to this Charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in this Charter, of any shares of outstanding stock. All rights and powers conferred by this Charter on stockholders, directors and officers are granted subject to this reservation. Except as otherwise provided in this Charter and except for those amendments permitted to be made without stockholder approval under Maryland law or by specific provision in this Charter, any amendment to this Charter shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter. However, any amendment to Section 5.8 , Article VI or this section of this Charter shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of the stockholders entitled to cast at least two-thirds of all the votes entitled to be cast on the matter.

Rich Uncles REIT, Inc., Amended and Restated Articles of Incorporation

Page 29

IN WITNESS WHEREOF, I have signed these Articles of Incorporation and acknowledge the same to be my act on this ____ day of June, 2015.

Lee Polson, Incorporator

Rich Uncles REIT, Inc., Amended and Restated Articles of Incorporation

Page 30

The undersigned hereby consents to its designation in these Amended and Restated Articles of Incorporation as the resident agent for this corporation.

Capitol Corporate Services, Inc.

By:

Name:

Title:

Rich Uncles REIT, Inc., Amended and Restated Articles of Incorporation

Page 31

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x	Smaller reporting company o

Title of Securities Being Registered	Amount Being Registered (1)		Proposed Maximum Aggregate Offering Price Per Share		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee
Common Stock, $0.001 par value		90,000,000	$	10.00	$	900,000,000	$	104,580.00
Common Stock, $0.001 par value (3)		10,000,000	$	10.00	$	100,000,000	$	11,620.00
Total		100,000,000			$	1,000,000,000	$	116,620.00

	Page

PROSPECTUS SUMMARY	1

RISK FACTORS	8
Risks Related to an Investment in Our Common Stock	8
Risks Related to Conflicts of Interest	13
Risks Related to Our Corporate Structure	15
General Risks Related to Investments in Real Estate	19
Risks Related to Investments in Single Tenant Real Estate	23
Risks Associated with Debt Financing	24
Federal Income Tax Risks	26
Retirement Plan Risks	30

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	31

ESTIMATED USE OF PROCEEDS	31

MANAGEMENT	31
Board of Directors	31
Compensation of Directors	35
Limited Liability and Indemnification of Directors, Officers, Employees and Other Agents	35
Advisor and Sponsor	36
The Advisory Agreement	37
Initial Investment by Advisor or Affiliates	39
Management Decisions	39
Security Ownership of Certain Beneficial Owners and Management	39

COMPENSATION	39

CONFLICTS OF INTEREST	42
Our Affiliates’ Interests in Other Rich Uncles-sponsored Programs and Rich Uncles-advised Investors	42
Certain Conflict Resolution Measures	45

INVESTMENT OBJECTIVES AND CRITERIA	49
Overview	49
Primary Investment Objectives	49
Investment Strategy	49
General Acquisition and Investment Policies	50
Description of Leases	51
Our Borrowing Strategy and Policies	52
Acquisition Structure	52
Real Property Investments	52
Conditions to Closing Acquisitions	53
Co-Ownership Investments	53
Government Regulations	53
Disposition Policies	54
Affiliate Transaction Policy	55
Investment Company Act and Certain Other Policies	55

FEDERAL INCOME TAX CONSIDERATIONS	56
Taxation of Rich Uncles REIT	57
Taxation of Stockholders	66
Backup Withholding and Information Reporting	70
Other Tax Considerations	71

ERISA CONSIDERATIONS	71
Prohibited Transactions	72
Plan Asset Considerations	72
Other Prohibited Transactions	74
Annual Valuation	74

DESCRIPTION OF SHARES	75
Common Stock	75
Preferred Stock	75
Meetings and Special Voting Requirements	75
Advance Notice for Stockholder Nominations for Directors and Proposals of New Business	76
Restriction on Ownership of Shares	76
Distributions	78
Inspection of Books and Records	79
Business Combinations	79
Control Share Acquisitions	80
Tender Offers by Stockholders	81
Dividend Reinvestment Plan	81
Share Repurchase Program	83
Restrictions on Roll-Up Transactions	84

THE OPERATING PARTNERSHIP AGREEMENT	85
General	85
Capital Contributions	86
Operations	86
Distributions and Allocations of Profits and Losses	86
Rights, Obligations and Powers of the General Partner	86
Exchange Rights	87
Change in General Partner	87
Transferability of Interests	88
Amendment of Limited Partnership Agreement	88

PLAN OF DISTRIBUTION	88
General	88
Subscription Procedures	88

SUPPLEMENTAL SALES MATERIAL	89

LEGAL MATTERS	90

WHERE YOU CAN FIND MORE INFORMATION	90

APPENDIX A – Financial Statement	A-1
APPENDIX B – Form of Subscription Agreement with Instructions	B-1
APPENDIX C – Dividend Reinvestment Plan	C-1

	Minimum Offering		Maximum Offering		Percent
Gross offering proceeds	$	100,000	$	1,000,000,000		100	%

Selling commissions		-		-		-
Organization and Offering Expenses		3,000		30,000,000		3	%
Investment in properties		97,000		970,000,000		97	%

Name*	Age**	Positions
Harold C. Hofer	59	Chief Executive Officer and Director
Raymond E. Wirta	71	Chairman of the Board and Director
Jeffrey Randolph	58	Independent Director
Howard Makler	47	President and Chief Marketing Officer
Vipe Desai	46	Independent Director
Jonathan Platt	30	Independent Director
David Feinleib	40	Independent Director
John Wang	52	Director

Type of Compensation or Expense	Recipient and Method of Payment

ORGANIZATIONAL AND OFFERING STAGE

Reimbursement of Organization and Offering Expenses	We will reimburse our Advisor actual organizational and offering expenses up to 3.0% of gross offering proceeds. We estimate that reimbursement of expenses will equal $3,000 if the minimum offering of $100,000 is sold and $30,000,000 if the maximum offering of $1,000,000,000 is sold.

OPERATING STAGE (1)

	Actual fee amounts to be paid during the operating stage are dependent upon the value of each transaction to which the fee applied. We cannot determine these amounts at the present time.

Acquisition Fee	For each acquisition, we will pay our Advisor the greater of $25,000 or 3.0% of the cost of the investment, not to exceed 6.0% when combined with all other broker fees related to such acquisition.

Asset Management Fee	We will pay our advisor and its affiliates 0.1% of the total investment value of the assets monthly. For purposes of this fee, “total investment value” means, for any period, the total of the aggregate book value of all of our assets, including assets invested, directly or indirectly, in Properties, before reserves for depreciation or bad debts or other similar non-cash reserves.

Financing Coordination Fee	Other than with respect to any mortgage or other financing related to a Property concurrent with its acquisition, if our advisor provides services in connection with the post-acquisition financing or refinancing of any debt that we obtain relative to Properties or the REIT, we will pay the advisor or its assignees a financing coordination fee equal to 1.0% of the amount of such financing.

Property Management Fees	Our Properties are intended to be triple-net single tenant properties with limited, if any, property management responsibilities. However, if our advisor or its affiliates provides property management services for our Properties, we will pay fees equal to 1.5% of gross revenues from the Properties managed. We also will reimburse our advisor or its affiliates for property-level expenses that it pays or incurs on our behalf, including salaries, bonuses and benefits of persons employed by our advisor or affiliates except for the salaries, bonuses and benefits of persons who also serve as one of our executive officers. Our advisor or its affiliates may subcontract the performance of its property management duties to third parties and pay all or a portion of its property management fee to the third parties with whom it contracts for these services.

Operating Expenses (2)	We reimburse the expenses incurred by our advisor and its affiliates in connection with its provision of services to us, including our allocable share of our advisor’s overhead, such as rent, employee costs (including salaries and benefits), utilities and IT costs. We do not reimburse our advisor or its affiliates for employee costs in connection with services for which our advisor earns acquisition fees or disposition fees (other than reimbursement of travel, due diligence and other costs associated with potential investments, including investments that we do not purchase, and communication expenses) or for the salaries and benefits our advisor or its affiliates may pay to our executive officers. Unless our directors make a finding, based on nonrecurring and unusual factors which they deem sufficient, that a higher level of expenses is justified for a period, we will not reimburse our advisor and its affiliates for any amount by which our operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (i) 2% of average invested assets and (ii) 25% of net income other than any additions to reserves for depreciation, bad debt or other similar noncash reserves and excluding any gain from the sale of assets for that period. In the event that annual operating expenses exceed these limits as of the end of any fiscal quarter (for the 12 months then ended) the directors must within 60 days after the end of such quarter inform the shareholders of the factors the directors considered in arriving at the conclusion that such higher operating expenses were justified. If the directors do not determine the higher expenses were justified for the period, they must cause our advisor, sponsor and affiliates (as applicable) to reimburse us to the extent these limitations were exceeded. Additionally, we will not reimburse our advisor, sponsor and affiliates for personnel costs in connection with services for which any of them receives acquisition fees or disposition fees.

Type of Compensation or Expense	Recipient and Method of Payment

Independent Director Compensation (1)	We pay each of our independent directors for attending meetings as follows: (i) 100 shares for each board meeting attended; (ii) 100 shares for each conflicts committee meeting attended. All directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors.

Subordinated Participation in Distributions	40.0% of annual increase in NAV per share, if any, as of each December 31, multiplied by the number of outstanding shares as of such December 31, paid by January 31 of the subsequent year and payable in the form of our shares at the price then being paid by the public to purchase our shares (most recent NAV per share), subordinated to payment to investors of an annual 6.5% cumulative, non-compounded return in the calendar year preceding the January 31 payment date (from all sources including operating cash flow). F or the purpose of calculating the subordinated participation, only increases over the highest previous NAV per share calculation shall be included.

DISPOSITION STAGE

Disposition Fees	For substantial assistance in connection with the sale of properties or other investments, we will pay our advisor or one of its affiliates 3.0% of the contract sales price of each property or other investment sold; provided, however, that if, in connection with such disposition, commissions are paid to third parties unaffiliated with our advisor or its affiliates, the disposition fees paid to our advisor, our sponsors, their affiliates and unaffiliated third parties may not exceed 6% of the contract sales price. Substantial assistance in connection with the sale of a property includes our advisor’s preparation of an investment package for the property (including a new investment analysis, rent rolls, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or such other substantial services performed by our advisor in connection with a sale. We do not intend to sell properties or other assets to affiliates. However, if we do sell an asset to an affiliate, our organizational documents would not prohibit us from paying our advisor a disposition fee. Before we sold an asset to an affiliate, our charter would require that a majority of our board of directors (including a majority of the members of the conflicts committee) not otherwise interested in the transaction conclude that the transaction is fair and reasonable to us.

Subordinated Participation Fee	40.0% of annual increase in NAV per share, if any, as of each December 31, multiplied by the number of outstanding shares as of such December 31, paid by January 31 of the subsequent year and payable in the form of our shares at the price then being paid by the public to purchase our shares (most recent NAV/share), subordinated to payment to investors of an annual 6.5% cumulative, non-compounded return in the calendar year preceding the January 31 payment date (from all sources including operating cash flow). F or the purpose of calculating the subordinated participation, only increases over the highest previous NAV per share calculation shall be included.

Individual	Pension Plan 2	Traditional (Individual) IRA
Joint Tenant 1	Profit Sharing Plan	Simple IRA
Tenants in Common 1	KEOGH Plan	SEP IRA
UGMA/UTMA	ROTH IRA	Trust 2
Corporation 2	Partnership/LLC 2	Other 2


Investor 1 Name		US Tax ID #		Date of Birth

Investor 2 Name		US Tax ID #		Date of Birth

		City		State	Postal Code
Street Address

Phone (day)		E-mail NOTE: You will receive investor communications and
		correspondence electronically via email
Phone (evening

	US Citizen		Foreign Citizen, country:
	US Citizen residing outside the US

	B. The Prospectus . I have received, carefully read and understand the Prospectus, including the exhibits attached thereto and any amendments thereof and including those sections describing tax consequences. I acknowledge that the Shares are being offered pursuant to the terms and in the manner described in the Prospectus.

	C. Acceptance of Subscription. I understand that the Company may accept or reject my subscription in whole or in part, and no sale of any Shares will be deemed to have occurred until the Company has accepted my subscription. I have the right to rescind this sale and receive a return of my subscription in full, without interest, within five days of the date of this subscription.

	D. Additional Representations and Warranties.
	1. I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of an investment in the Shares and the suitability of the Shares as an investment for me.

	2. I understand that this investment should be regarded as generally illiquid and that I may have difficulty in selling my Shares since they are not traded on a securities exchange or other organized market.t The company does have a share repurchase program (described in the prospectus).3.

	3. Under penalty of perjury, I certify that (i) the number shown above is my correct taxpayer identification number, (ii) I am not subject to backup withholding because I am exempt from backup withholding, (iii) I have not been notified by the Internal Revenue Service that I am subject to backup withholding, and (iv) I am a U.S. Citizen or U.S. resident alien. The company is required by law to retain and record certain personal information from me in order to accept the subscription. By signing this Subscription Agreement, I agree to provide this information and confirm that this information is true and correct.

Individual Subscriber:


Signature of the Subscriber	Signature of the Subscriber's spouse (if applicable)



Entity Subscriber:


Name of Entity	Signature of Authorized Party
	Name:
	Title:

Item	Amount (1)

SEC registration fee	$	11,620.00
Blue sky fees and expenses		47,000.00
Accounting fees and expenses		4,000.00
Legal fees and expenses		60,000.00
Printing		2,000.00
Miscellaneous expenses		1,000.00
Total:	$	125,620.00

Exhibit	Description
3.1	Articles of Incorporation of Rich Uncles REIT, Inc., included as Appendix B to the Prospectus contained in the Registration Statement
3.2	Bylaws
4.1	Form of Subscription Agreement , included as Appendix B to the Prospectus contained in the Registration Statement
4.2	Dividend Reinvestment Plan, included as Appendix C to the Prospectus contained in the Registration Statement
4.3*	Share Redemption Program
5.1*	Opinion of Strasburger & Price, LLP, re legality
8.1*	Opinion of Strasburger & Price, LLP, re tax matters
10.1	Advisory Agreement
21.1	Subsidiaries
23.1*	Consent of Strasburger & Price, LLP, to be included in Exhibit 5.1
23.2	Consent of Anton & Chia, Independent Public Accountants
24.1	Power of Attorney, included on signature page of Registration Statement

	RICH UNCLES REIT, INC. /s/ Harold Hofer
	Harold C. Hofer, Chief Executive Officer

Date:	July 15 , 2015	/s/ Harold Hofer
		Harold C. Hofer, Chief Executive Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Date:	July 15 , 2015	/s/ Raymond E. Wirta
		Raymond E. Wirta, Chairman of the Board and Director

Date:	July 15 , 2015	/s/ John Wang
		John Wang, Director

Date:	July 15 , 2015	/s/ Howard Makler
		Howard Makler, President and Chief Marketing Officer

Date:	July 15 , 2015	/s/ Jeffrey Randolph
		Jeffrey Randolph, Director

Date:	July 15 , 2015	/s/ Vipe Desai
		Vipe Desai, Director

Date:	July 15 , 2015	/s/ Jonathan Platt
		Jonathan Platt, Director

Date:	July 15 , 2015	/s/ David Feinleib
		David Feinleib, Director

ARTICLE I — OFFICES AND RECORDS		1
	Section 1.1 - Principal Office	1
	Section 1.2 - Additional Offices	1
	Section 1.3 - Books and Records	1

ARTICLE II — SHAREHOLDERS		1
	Section 2.1 - Annual Meeting	1
	Section 2.2 - Special Meetings	1
	Section 2.3 - Place of Meeting	2
	Section 2.4 - Notice of Meeting	2
	Section 2.5 - Meeting Without Notice; Waiver of Notice	2
	Section 2.6 - Quorum	2
	Section 2.7 - Adjournment	2
	Section 2.8 – Proxies	3
	Section 2.9 - Notice of Shareholder Business and Nominations	3
	Section 2.10 - Procedure for Election of Directors	4
	Section 2.11 - Vote of Shareholders	5
	Section 2.12 - Opening and Closing the Polls	5
	Section 2.13 - Inspectors	5
	Section 2.14 - Action by Shareholder Consent	5

ARTICLE III — BOARD OF DIRECTORS		5
	Section 3.1 - General Powers	5
	Section 3.2 - Number, Tenure and Qualifications	6
	Section 3.3 - Composition of the Board of Directors	6
	Section 3.4 - Regular Meetings	6
	Section 3.5 - Special Meetings	6
	Section 3.6 - Notice	6
	Section 3.7 - Quorum	7
	Section 3.8 - Participation by Conference Telephone	7
	Section 3.9 - Presumption of Assent	7
	Section 3.10 - Adjournments	7
	Section 3.11 - Action by Board Consent	8
	Section 3.12 - Vacancies	8
	Section 3.13 - Removal	8
	Section 3.14 – Committees	8

ARTICLE IV — OFFICERS		9
	Section 4.1 - Categories of Officers	9
	Section 4.2 - Election and Term of Office	9
	Section 4.3 - Chief Executive Officer	9
	Section 4.4 - President	10
	Section 4.5 - Vice Presidents	10

	Section 4.6 - Secretary	10
	Section 4.7 - Treasurer	10
	Section 4.8 - Removal	11
	Section 4.9 - Salaries	11
	Section 4.10 - Vacancies	11
	Section 4.11 – Resignations	11

ARTICLE V — SHARE CERTIFICATES AND TRANSFERS		11
	Section 5.1 - Share Certificates	11
	Section 5.2 - Record Date and Closing of Transfer Books	12
	Section 5.3 - Registered Shareholders	12
	Section 5.4 - Lost Certificates	12

ARTICLE VI — MISCELLANEOUS PROVISIONS		13
	Section 6.1 - Fiscal Year	13
	Section 6.2 - Dividends	13
	Section 6.3 - Seal	13
	Section 6.4 - Execution of Written Instruments	13
	Section 6.5 - Signing of Checks and Notes	13
	Section 6.6 - Indemnification and Insurance	13

ARTICLE VII — AMENDMENT		17