BEHRINGER HARVARD OPPORTUNITY REIT I, INC

1 BEHRINGER HARVARD OPPORTUNITY REIT I, Stockholder:You are cordially invited to attend the 2016 Annual Meeting of Stockholders (the AnnualMeeting ) of BEHRINGER HARVARD OPPORTUNITY REIT I, Inc. (the Company, we, our, or us ) tobe held on January 23, 2017, at 9:00 local time at the Conference Center at 14675 Dallas Parkway,7th Floor, Addison, Texas the Annual Meeting, we will be seeking your approval of: (i) a plan of complete liquidation anddissolution of the Company (the Plan of Liquidation Proposal ); (ii) certain amendments to ourcharter (collectively, the Charter Amendment Proposals ); (iii) the adjournment of the AnnualMeeting (even if a quorum is present) to solicit additional votes to approve the Plan of LiquidationProposal or any of the Charter Amendment Proposals if there are not sufficient votes in favor of any ofthe proposals (the Adjournment Proposal ); (iv) the election of four directors.

2 And (v) the ratificationof the appointment of Deloitte & Touche LLP as our independent registered public accounting firm forthe year ending December 31, plan of complete liquidation and dissolution of the Company (the Plan of Liquidation ) wasapproved by our board of directors and a special committee composed of all of our independentdirectors after the special committee engaged Robert W. Baird & Co., Inc., an independent investmentbanking firm, to assist the committee in evaluating strategic alternatives for the Company and after weengaged Capright Property Advisors, LLC ( Capright ), an independent appraisal firm, in connectionwith the valuation of our shares. Pursuant to the Plan of Liquidation we would sell our assets, pay ourdebts and distribute the net proceeds from liquidation to our special committee, as well as our board of directors, have carefully reviewed and consideredthe alternatives reasonably available to us, as well as the estimated range of values per share to bereceived by our stockholders in a liquidation pursuant to the Plan of Liquidation and the types oftransactions contemplated by the Plan of Liquidation.

3 Our board of directors and the specialcommittee unanimously determined that a planned liquidation pursuant to the Plan of Liquidation, asmore fully described in the attached proxy statement, will be more likely to maximize stockholdervalue within a reasonable period of time than would otherwise occur through other alternativesreasonably available to us. Our board of directors and the special committee each also determinedthat the terms of the Plan of Liquidation are fair to you, advisable and in the best interests of theCompany and unanimously approved the sale of all of our assets and our dissolution in accordancewith the Plan of Liquidation, pending your approval. Accordingly, our board of directors and thespecial committee each unanimously recommend that you vote FOR approval of the Plan ofLiquidation reaching these conclusions and their decision to recommend approval of the Plan of LiquidationProposal to our stockholders at this time, our board of directors and the special committee eachconsidered a number of factors, each of which is discussed in more detail in the attached proxystatement, that we believe have made the liquidation of our assets desirable at this time.

4 Caprightprovided to the board of directors an opinion dated August 31, 2016 , as to the estimated range ofvalues per share to be received by the Company s stockholders in connection with the Plan ofLiquidation. Capright estimates that if the Plan of Liquidation Proposal is approved and we aresuccessfully able to implement the plan, our net proceeds from liquidation could range betweenapproximately $ and $ per cannot complete the sale of all of our assets and the dissolution pursuant to the Plan ofLiquidation unless you approve the Plan of Liquidation Proposal. The Plan of Liquidation will notbecome effective without the affirmative vote of the holders of at least a majority of the shares of ourcommon stock then outstanding and entitled to vote on the Plan of Liquidation board of directors also recommends that you vote FOR each of the Charter AmendmentProposals, FOR the Adjournment Proposal, FOR ALL of the nominated directors and FOR the31 OCT20161817135731 OCT201618172251ratification of the appointment of Deloitte & Touche LLP as our independent registered publicaccounting firm for the year ending December 31, are encouraged to review carefully the enclosed proxy statement, as it explains the reasons forthe proposals to be voted on at the Annual Meeting and contains other important information.

5 Including a copy of the Plan of Liquidation attached as Appendix A. In particular, please review thematters referred to under Risk Factors beginning on page 11 for a discussion of the risks related toour proposed vote is very important. Whether or not you plan to attend the Annual Meeting, pleasecomplete, sign, date and return the enclosed proxy card in the pre-addressed, postage-paid envelopeprovided or submit your proxy by telephone or the Internet as soon as possible. If you are a beneficialowner of shares held in a broker account, you should instruct your broker how to vote in accordancewith your voting instruction card. If you fail to vote by proxy or in person or fail to instruct yourbroker on how to vote, it will have the same effect as a vote AGAINST the Plan of LiquidationProposal, AGAINST each of the Charter Amendment Proposals and AGAINST the proposal toelect our ,Thomas P.

6 KennedySteven J. KaplanPresidentNon-Executive Chairman of the BoardNeither the Securities and Exchange Commission nor any state securities regulator has approved ordisapproved the transactions described in this proxy statement, or determined if this proxy statementis accurate or adequate. Any representation to the contrary is a criminal HARVARD OPPORTUNITY REIT I, OF 2016 ANNUAL MEETING OF STOCKHOLDERSTO BE HELD JANUARY 23, 2017 TIME AND DATE:9:00 local time on Monday, January 23, :Conference Center14675 Dallas Parkway, 7th FloorAddison, Texas 75001 Directions to the Annual Meeting can be obtained by calling theShareholder Services Department at (866) OF BUSINESS:(1)To consider and vote upon the plan of liquidation anddissolution (the Plan of Liquidation ) of BEHRINGER HarvardOpportunity REIT I, Inc.

7 (the Company ), including thesale of all of our assets and dissolution of the Companycontemplated thereby (the Plan of Liquidation Proposal ).(2)To approve three proposals to amend our charter (together,the Charter Amendment Proposals ) amendment to exclude the distribution of interestsin a liquidating trust from the definition of a roll-uptransaction (the Roll-up Definition Proposal ). amendment to eliminate the requirement todistribute a specific report with audited financialstatements, related-party and other information tostockholders each year (the Reporting Proposal ). amendment to remove the quorum requirement(the Quorum Proposal ).(3)To consider and vote upon the adjournment of the AnnualMeeting (even if a quorum is present) to solicit additionalvotes to approve the Plan of Liquidation Proposal or any ofthe Charter Amendment Proposals if there are not sufficientvotes in favor of any of the proposals (the AdjournmentProposal ).

8 (4)To elect four individuals to serve on the board of directorsuntil the next annual meeting of stockholders and until theirrespective successors are duly elected and qualified.(5)To ratify the appointment of Deloitte & Touche LLP as ourindependent registered public accounting firm for the yearending December 31, 2016 .(6)To transact such other business as may properly come beforethe Annual Meeting and any adjournment or board of directors has unanimously approved the Plan ofLiquidation, including the sale of all of our assets and dissolutionof the Company, and recommends that you vote FOR the approvalof the Plan of Liquidation Proposal, FOR the approval of each ofthe Charter Amendment Proposals, FOR the approval of theAdjournment Proposal, FOR ALL of the nominated directors andFOR the ratification of the appointment of Deloitte &Touche LLP as our independent registered public accounting firmfor the year ending December 31, 2016 .

9 The proposals aredescribed in more detail in the accompanying proxy statement,which you should read in its entirety before DATE:You may vote if you were a stockholder of record as of the closeof business on October 27, REPORT:This proxy statement, proxy card and our 2015 Annual Report tostockholders are being mailed to you on or about November 10, NOTICE OFThis proxy statement, a form of proxy card and our 2015 AnnualINTERNET AVAILABILITYR eport to Stockholders are available online at PROXY MATERIALS:PROXY VOTING:Your vote is very important. Whether or not you plan to attend theAnnual Meeting, we encourage you to read this proxy statementand submit your proxy as soon as possible. You may submit yourproxy for the Annual Meeting by completing, signing, dating andreturning the enclosed proxy card in the pre-addressed,postage-paid envelope provided or by telephone or the specific instructions on how to vote your shares, please referto the instructions on the proxy Order of the Board of Directors,Terri Warren ReynoldsSenior Vice President Legal, General Counsel, andSecretaryNovember 1, 2016 TABLE OF AND ANSWERS ABOUT THE ANNUAL MEETING.

10 VOTING AND THEPLAN OF THAT MAY DELAY OR REDUCE OUR LIQUIDATING RISKS OF THE PLAN OF LIQUIDATION OF OUR STATEMENT CONCERNING FORWARD-LOOKING BUSINESS AND 1 PLAN OF LIQUIDATION UNITED STATES FEDERAL INCOME TAX 2 CHARTER AMENDMENT 3 ADJOURNMENT 4 ELECTION OF OF EQUITY COMMITTEE 5 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING YOU CAN FIND MORE APLAN OF BOPINION OF VALUE OF C-1 ARTICLES OF C-2 MARKED CHANGES TO D 2016 FORM OF [This page intentionally left blank] BEHRINGER HARVARD OPPORTUNITY REIT I, Dallas Parkway, Suite 600 Addison, Texas 75001 PROXY STATEMENT2016 ANNUAL MEETING OF STOCKHOLDERSTO BE HELD JANUARY 23, 2017 SUMMARYWe are providing these proxy materials in connection with the solicitation by the board of directorsof BEHRINGER HARVARD OPPORTUNITY REIT I, Inc.