Effective as of October 25, 2011

The Board of Directors (the “Board”) of Silver Star Properties REIT, Inc. (the “Company”) adopted this Charter of the Nominating and Governance Committee of the Board (the “Committee”) on October 25, 2011 (the “Effective Date”). This Charter supersedes any other Committee charter adopted prior to the Effective Date.

Purpose

The Committee is appointed by the Board of the Company to assist the Board in fulfilling its responsibility to the Company’s shareholders relating to the selection and nomination of persons to serve on the Board and the other governance-related matters set forth in this Charter.

The Company shall provide the Committee with all of the resources, both internal and external, which the Committee deems necessary or advisable to meet its duties and responsibilities and carry out its function.

Organization

Charter. At least annually, this charter shall be reviewed and reassessed by the Committee and any proposed changes shall be submitted to the Board for approval. This charter and all amendments hereto shall be publicly disclosed as required by law or the listing standards of the New York Stock Exchange (“NYSE”).

Membership on Committee. The Committee shall be comprised of at least two members. Each member of the Committee and a Committee Chairman shall be appointed by the Board and shall meet the independence requirements of applicable law and the NYSE listing standards. Committee members may be removed by the Board. The Board shall annually appoint a Chairman for the Committee.

Meetings. The Committee shall establish a schedule of meetings, which shall include at least one meeting each year; additional meetings may be scheduled with notice as required. The Committee may invite members of management or any trustee to attend its meetings. Meetings may be held in person, telephonically, via video conferencing, or any combination of the foregoing. Attendance at a meeting by any one of those media shall be effective.

Quorum; Action by Committee; Written Consent. A quorum at any Committee meeting shall be at least a majority of the members. All determinations of the Committee shall be made by a majority of its members present at a meeting duly called and held.

Any decision or determination of the Committee reduced to writing and signed by all of the members of the Committee consenting to such action without a meeting shall be effective as if it had been made at a meeting duly called and held.

Agenda, Minutes and Reports. The Chairman of the Committee shall be responsible for establishing the agenda for the meetings of the Committee. Any member of the Committee may suggest agenda items to the Chairman. An agenda, together with materials relating to the subject matter of each meeting, will be sent to members of the Committee prior to each meeting.

Minutes for all meetings of the Committee shall be prepared to document the Committee’s deliberation and actions. The minutes shall be circulated in draft form to all Committee members to ensure an accurate final record, and should be submitted for approval at a subsequent meeting of the Committee. The approved minutes shall be signed by the Committee Chairman and maintained by the secretary of the Company. The Committee shall make regular reports to the Board.

Search Firms. The Committee shall have the sole authority to retain and terminate any search firm for the purpose of identifying Board candidates, including the sole authority to approve the fees and other retention terms of such search firm.

Duties and Responsibilities

The Committee shall have the following duties and responsibilities:

• Identify individuals who are qualified to become members of the Board, consistent with the criteria approved by the Board.
• Consider recommendations by non-member trustees, shareholders, management and employees for candidates for nomination and renomination as trustees in accordance with guidelines developed by the Committee.
• Recommend to the Board candidates for election or reelection to the Board by shareholders at each annual meeting.
• Recommend individuals to fill any vacancies created on the Board.
• Review and recommend to the Board regarding the size and composition of the Board, the particular qualifications and experience that might be sought in Board nominees, and assess whether the qualifications and experience of candidates for nomination and renomination to the Board meet the then current needs of the Board.
• Review and recommend to the Board regarding the composition, duties and responsibilities of various committees of the Board, including the Chairman of the various committees.
• Oversee the annual evaluation of the Board and of management of the Company.
• Review and recommend to the Board governance policies and practices, including corporate governance guidelines applicable to the Company.
• Designate from time to time, as the Committee deems necessary, one or more subcommittees, comprised of two or more members of the Committee, to carry out tasks or responsibilities as may be specified by the Committee in accordance with this Charter.
• Perform an annual performance evaluation of the Committee and periodically assess the adequacy of its charter and recommend changes to the Board as needed.