•	The exchange offer expires at 5:00 p.m., New York City time, on January 11, 2012, or the expiration date, unless the exchange offer is extended or earlier terminated by us.

•	You may withdraw tenders of outstanding Class A common shares or OP units at any time before the exchange offer expires.

•	We will not receive any proceeds from the exchange offer.

•	Our Class B common shares are listed on the NYSE Amex under the symbol “WSR.” The last reported sale price of our Class B common shares on the NYSE Amex on December 5, 2011 was $11.88 per share.

•	Consummation of the exchange offer is subject to the conditions described in “The Exchange Offer-Conditions of the Exchange Offer.” The exchange offer is not conditioned on any minimum number of Class A common shares or OP units being tendered.

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•	Annual Report on Form 10-K for the year ended December 31, 2010, filed on March 1, 2011;

•	Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed on May 16, 2011;

•	Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 8, 2011;

•	Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed on November 7, 2011;

•	Current Reports on Form 8-K, filed on January 11, 2011, January 25, 2011, April 5, 2011, April 18, 2011, May 5, 2011, May 16, 2011, and June 17, 2011; and

•	Definitive proxy statement on Schedule 14A filed on April 1, 2011 (solely to the extent specifically incorporated by reference into the Company's Annual Report on Form 10-K for the year ended December 31, 2010).

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•	actual or anticipated variations in our operating results, funds from operations, cash flow, liquidity, or distributions;

•	publications of research reports about us or the real estate industry;

•	increases in market interest rates;changes in market valuations of similar companies;

•	adverse market reaction to any securities we may issue or  increased indebtedness we incur in the future;

•	the failure to comply with our debt covenants;

•	additions or departures of key management personnel;

•	actions by institutional shareholders;

•	speculation in the press or investment community;

•	actual or anticipated changes in our future financial performance;

•	strategic actions by us or our competitors, such as acquisitions, restructurings, or innovations;

•	operations and performance of our competitors;

•	developments in the real property investment industry generally;

•	the realization of any of the other risk factors presented in this prospectus; and

•	general market and economic conditions.

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•	adverse economic or real estate developments in Texas, Arizona or Illinois;

•	general economic conditions, including downturns in the national and local economies;

•	market trends;

•	projected capital expenditures;

•	estimates relating to our ability to make distributions to our shareholders in the future;

•	our understanding of our competition and our ability to compete effectively;

•	defaults on or non-renewal of leases by tenants;

•	increased interest rates and operating costs;

•	our failure to obtain necessary outside financing on favorable terms or at all;

•	decreased rental rates or increased vacancy rates;

•	difficulties in identifying properties to acquire, and in consummating real estate acquisitions, developments, joint ventures and dispositions;

•	our failure to successfully operate acquired properties and operations;

•	our failure to maintain our status as a REIT;

•	government approvals, actions or initiatives, including the need for compliance with environmental requirements;

•	environmental uncertainties and risks related to natural disasters;

•	loss of services of one or more of our executive officers;

•	lack of or insufficient amounts of insurance;

•	financial market fluctuations;

•	changes in foreign currency exchange rates;

•	changes in real estate and zoning laws or increases in real property tax rates; and

•	other factors affecting real estate markets generally.

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•	our funds from operations;

•	our debt service requirements;

•	our capital expenditure requirements for our properties;

•	our taxable income, combined with the annual distribution requirements necessary to maintain REIT qualification;

•	requirements of Maryland law;

•	our overall financial condition; and

•	other factors deemed relevant by our Board.

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(1)	Distributions paid with respect to Class A common shares and, since September 2010, with respect to the Class A and Class B common shares. Distributions have been adjusted to reflect the 1-for-3 reverse split of our Class A common shares and OP units in August 2010.

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(1)	Reflects Green Roads Plaza, which was sold on July 22, 2011, as discontinued operations for all periods shown and Garden Oaks and Northeast Square properties, which were sold on May 30, 2008, for years ended December 31, 2008, 2007 and 2006.

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(2)	The dividends per share represent total cash payments divided by weighted average common shares.

(3)

We believe that Funds From Operations, or FFO, is an appropriate supplemental measure of operating performance because it helps our investors compare our operating performance relative to other REITs.  The National Association of Real Estate Investment Trusts, or NAREIT, defines FFO as net income (loss) available to common shareholders computed in accordance with generally accepted accounting principles, or GAAP, excluding gains or losses from sales of operating properties and extraordinary items, plus depreciation and amortization of real estate assets, including our share of unconsolidated partnerships and joint ventures.  We calculate FFO in a manner consistent with the NAREIT definition.  Below is the calculation of FFO and the reconciliation to net income which we believe is the most comparable GAAP financial measure (in thousands):

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(1)	Including amounts for discontinued operations.

(1)	Reflects Green Roads Plaza, which was sold on July 22, 2011, as discontinued operations for all periods shown and Garden Oaks and Northeast Square properties, which were sold on May 30, 2008, for years ended December 31, 2008, 2007, and 2006.

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(2)	The distributions per unit represent total cash payments divided by weighted average common units.

(3)

We believe that FFO is an appropriate supplemental measure of operating performance because it helps compare our operating performance relative to other REITs.   NAREIT defines FFO as net income (loss) available to common shareholders computed in accordance with GAAP, excluding gains or losses from sales of operating properties and extraordinary items, plus depreciation and amortization of real estate assets, including our share of unconsolidated partnerships and joint ventures.  We calculate FFO in a manner consistent with the NAREIT definition. Below is the calculation of FFO and the reconciliation to net income, which we believe is the most comparable GAAP financial measure (in thousands):

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(1)	Including amounts for discontinued operations.

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there shall have been instituted, threatened or be pending any action or proceeding before or by any court, governmental, regulatory or administrative agency or instrumentality, or by any other person, in connection with the exchange offer, that is, or is reasonably likely to be, in our reasonable judgment, materially adverse to our business, operations, properties, condition, assets, liabilities or prospects, or which would or might, in our reasonable judgment, prohibit, prevent, restrict or delay consummation of the exchange offer or materially impair the contemplated benefits to us of the exchange offer;

•

an order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality that, in our reasonable judgment, would or would be reasonably likely to prohibit, prevent, restrict or delay consummation of the exchange offer or materially impair the contemplated benefits to us of the exchange offer, or that is, or is reasonably likely to be, materially adverse to our business, operations, properties, condition, assets, liabilities or prospects;

•	there shall have occurred or be reasonably likely to occur any material adverse change to our business, operations, properties, condition, assets, liabilities, prospects or financial affairs; or

•	there shall have occurred:

•	any general suspension of, or limitation on prices for, trading in U.S. securities or financial markets;

•	a declaration of a banking moratorium or any suspension of payments in respect to banks in the United States;

•	any limitation (whether or not mandatory) by any government or governmental, regulatory or administrative authority, agency or instrumentality, domestic or foreign, or other event that, in our reasonable judgment, would or would be reasonably likely to affect the extension of credit by banks or other lending institutions;

•	any condition or event, or we reasonably expect such condition or event, which we reasonably believe would or would be likely to cause the exchange offer to be taxable to the Company, or the Operating Partnership, or their respective shareholders or partners, except as set forth herein; or

•	a commencement or significant worsening of a war or armed hostilities or other national or international calamity, including, but not limited to, catastrophic terrorist attacks against the United States or its citizens.

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•	Strong Occupancy Upside in Current Portfolio.  As of September 30, 2011, 18 of our 41 properties had significant upside potential in occupancy with occupancy rates lower than 90%. We believe that through our:

•	Community Centered Property operating model,

•	focus on the fastest growing ethnic groups in our defined markets,

•	proactive marketing and leasing efforts, and

•	proven management team,

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Community Centered Property Investment Focus. We seek to invest in properties that are or can become Community Centered Properties from which our tenants deliver needed services to the surrounding community. We focus on niche properties with smaller rental spaces that present opportunities for attractive returns. We target properties that: (1) typically require relatively low capital investment, are management and leasing intensive and do not draw the interest of larger national real estate companies; (2) can be redeveloped at a low cost utilizing our internal management capabilities; and/or (3) can be Whitestone-branded and re-tenanted, resulting in lower tenant turnover and higher occupancy and rental rates, together with corresponding increases in tenant reimbursement of operating expenses.

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•	Multi-Cultural Community Focus. Our multi-cultural community focus sets us apart from traditional commercial real estate operators. We value diversity in our team and maintain in-house leasing, property management, marketing, construction and maintenance departments with culturally diverse and multi-lingual associates who understand the particular needs of our tenants and neighborhoods.

•

Proactive Marketing and Leasing. Our proactive marketing and leasing programs are designed to utilize market research to determine the common and distinctive characteristics and needs of the neighborhood and attract tenants who meet those needs. Our in-depth local knowledge in each of our major markets and in-house research capabilities allow us to quickly access and analyze neighborhood demographics and cultural nuances, market rental trends and valuation metrics. Our streamlined and efficient leasing process allows us to attract tenants and to lease spaces quickly. We typically market and lease our properties to smaller tenants who rent on average less than 3,000 square feet. As of September 30, 2011, our average rent per square foot for our smaller tenants represented a 57% premium over rent paid by our larger tenants, or those tenants leasing more than 3,000 square feet.

•

Extensive Pipeline of Acquisition Opportunities Generated through Relationships and Reputation. Our extensive pipeline of potential acquisitions has been developed over the last several years through our reputation in the markets in which we operate and our relationships with property owners, community banks, attorneys, title companies, and others in the real estate industry. The size of our pipeline of potential properties will allow us to be selective and close quickly on properties as single-asset or multi-asset purchases from various sellers.

•

Proven Real Estate and Repositioning Track Record. Our nine-person senior management team, composed of James C. Mastandrea, John J. Dee, David K. Holeman, Daniel Nixon, Valarie King, Bradford Johnson, Gregory Belsheim, Charles M. Taylor and Anne Gregory, has more than 150 years of collective experience acquiring, developing, redeveloping, owning, managing and operating commercial real estate properties, portfolios and companies. Messrs. Mastandrea, Dee and Nixon each has over 30 years of experience and Mesdames King, Gregory and Messrs. Holeman, Johnson, Taylor and Belsheim each has 17, 3, 5, 29, 14 and 8 years of experience, respectively. Our senior management team has extensive national real estate contacts and investment expertise in our target markets. In particular, our management team has significant expertise in repositioning properties with complex problems. Our team executes a coordinated strategy, utilizing our corporate branding, philosophy and culture, operational systems and experience to renovate and re-tenant properties, with an intention to increase their net operating income and value.

•	Strategically Acquiring Properties.

•	Seeking High Growth Markets. We seek to strategically acquire commercial properties in high-growth markets. Our acquisition targets are located in densely populated, culturally diverse neighborhoods, primarily in and around Phoenix, Chicago, Dallas, San Antonio and Houston, five of the top 20 markets in the United States in terms of population growth.

•

Diversifying Geographically. Our current portfolio is concentrated in Houston. We believe that continued geographic diversification in markets where we have substantial knowledge and experience will help offset the economic risk from a single market concentration. We intend to continue to focus our expansion efforts on the Phoenix, Chicago, Dallas and San Antonio markets. We believe our management infrastructure and capacity can accommodate substantial growth in those markets. We may also pursue opportunities in other Southwestern and Western regions that are consistent with our Community Centered Property strategy.

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Capitalizing on Availability of Distressed Assets. We believe that during the next few years there will be excellent opportunities in our target markets to acquire quality properties at historically attractive prices. We intend to acquire distressed assets directly from owners or financial institutions holding foreclosed real estate and debt instruments that are either in default or on bank watch lists. Many of these assets may benefit from our corporate strategy and our management team's experience in repositioning distressed properties, portfolios and companies. We have extensive relationships with community banks, attorneys, title companies, and others in the real estate industry with whom we regularly work to identify properties for potential acquisition.

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Maximizing Value by Redeveloping and Re-tenanting Existing Properties. We reposition properties and seek to add value through renovating and re-tenanting our properties to create Whitestone-branded Community Centered Properties. We seek to accomplish this by (1) stabilizing occupancy, with per property occupancy goals of 90% or higher; (2) adding leasable square footage to existing structures; (3) developing and building on excess land; (4) upgrading and renovating existing structures; and (5) investing significant effort in recruiting tenants whose goods and services meet the needs of the surrounding neighborhood.

•

Recycling Capital for Greater Returns. We seek to continually upgrade our portfolio by opportunistically selling properties that do not have the potential to meet our Community Centered Property strategy and redeploying the sale proceeds into properties that better fit our strategy. Some of our properties which were acquired prior to the tenure of our current management team may not fit our Community Centered Property strategy, and we may look for opportunities to dispose of these properties as we continue to execute our strategy.

•

Orienting Our Capital Structure for Growth. We do not have any mortgage debt maturities until October 2013, and we currently have 17 properties that are not mortgaged. We may seek to add mortgage indebtedness to existing and newly acquired unencumbered properties to provide additional capital for acquisitions. As a general policy, we intend to maintain a ratio of total indebtedness to undepreciated book value of real estate assets that is less than 60%. As of September 30, 2011, our ratio of total mortgage indebtedness to undepreciated book value of real estate assets was 42%. Including our cash and investment balances and available amounts under our revolving credit facility, we have approximately $57 million available for investment in properties.

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Investing in People. We believe that our people are the heart of our culture, philosophy and strategy. We continually focus on developing associates who are self-disciplined, motivated and display at all times a high degree of character and competence. We provide them with equity incentives to align their interests with those of our shareholders. We also focus on their training and development. Our annual in-house Real Estate Executive Development, or REED, program is designed to provide us with knowledgeable and well-trained associates to meet our strategic goals and provide continuity in our leadership and management. The 12-month REED program promotes in-depth understanding of all aspects of investing in, owning and operating commercial real estate by providing select associates with detailed training from real estate professionals from both within and outside Whitestone.

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•	30 properties in Houston, Texas;

•	7 properties in Phoenix, Arizona;

•	two properties in Dallas, Texas;

•	one property in Windcrest, Texas, a suburb of San Antonio; and

•	one property in Buffalo Grove, Illinois, a suburb of Chicago.

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(1)

Calculated as the tenant's actual September 30, 2011 base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of September 30, 2011. Because annualized base rental revenue is not derived from historical results that were accounted for in accordance with GAAP, historical results differ from the annualized amounts. Total abatements for leases in effect as of September 30, 2011 equaled approximately $74,000 for the month ended September 30, 2011.

(2)	Calculated as annualized base rent divided by net rentable square feet leased at September 30, 2011. Excludes vacant space as of September 30, 2011.

(3)	Represents (i) the contractual base rent for leases in place as of September 30, 2011, calculated on a straight-line basis to reflect changes in rental rates throughout the lease term and amortize free rent periods and abatements, but without regard to tenant improvement allowances and leasing commissions, divided by (ii) square footage under commenced leases as of September 30, 2011.

(4)	Includes (i) new acquisitions, through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties which are undergoing significant redevelopment or re-tenanting.

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(1)

Calculated as the tenant's actual September 30, 2011 base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of September 30, 2011. Because annualized base rental revenue is not derived from historical results that were accounted for in accordance with generally accepted accounting principles, historical results differ from the annualized amounts. Total abatements for leases in effect as of September 30, 2011 equaled approximately $74,000 for the month ended September 30, 2011.

(2)	Calculated as annualized base rent divided by net rentable square feet leased as of September 30, 2011. Excludes vacant space as of September 30, 2011.

(3)	Represents (i) the contractual base rent for leases in place as of September 30, 2011, calculated on a straight-line basis to reflect changes in rental rates throughout the lease term and amortize free rent periods and abatements, but without regard to tenant improvement allowances and leasing commissions, divided by (ii) square footage under commenced leases of September 30, 2011.

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(1)	Annualized Base Rental Revenue represents the monthly base rent as of September 30, 2011 for each applicable tenant multiplied by 12.

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(1)	Calculated as annualized base rent divided by net rentable square feet leased at September 30, 2011. Excludes vacant

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(2)	Represents (i) the contractual base rent for leases in place as of the dates indicated above, calculated on a straight line basis to reflect changes in rental rates throughout the lease term and amortize free rent periods and abatements, but without regard to tenant improvement allowances and leasing commissions divided by (ii) square footage under commenced leases as of the same date.

(1)	Calculated as the tenant's actual September 30, 2011 base rent multiplied by 12. Excludes vacant space as of September 30, 2011.

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(1)	The 6.00% interest rate is fixed through March 30, 2016. On March 31, 2016 the interest rate will be reset to the rate of interest for a five year balloon note with a thirty year amortization as published by the Federal Home Loan Bank.

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*	Less than 1%

(1)	Unless otherwise indicated, the address for each beneficial owner is 2600 S. Gessner, Suite 500, Houston, Texas 77063.

(2)	Beneficial ownership is determined in accordance with the rules of the SEC that deem shares to be beneficially owned by any person or group who has or shares voting or investment power with respect to those shares.

(3)	The address of Weintraub Capital Management, L.P. is 44 Montgomery Street, 41st Floor, San Francisco, California 94104.

(4)	The address of Wellington Management Company, LLP is 280 Congress Street, 31st Floor, Boston, Massachusetts

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(5)

Includes 63,448 restricted Class A common shares and excludes 114,357 restricted Class A common share units issued pursuant to the Plan and 234,637 OP units issued in connection with our acquisition of Spoerlein Commons, which are redeemable for cash or, at our option, for Class A common shares on a one-for-one basis. Mr. Mastandrea's total ownership of common shares and OP units represents 4.3% of all common shares outstanding, assuming conversion of all OP units to Class A common shares, excluding OP units held by Whitestone REIT.

(6)	Includes 40,216 restricted Class A common shares and excludes 95,249 restricted Class A common share units issued pursuant to the Plan.

(7)	Includes 23,443 restricted Class A common shares and excludes 18,000 restricted Class A common share units issued pursuant to the Plan.

(8)	Includes 15,798 restricted Class A common shares and excludes 18,000 restricted Class A common share units issued pursuant to the Plan.

(9)	Includes 15,876 restricted Class A common shares and excludes 22,500 restricted Class A common share units issued pursuant to the Plan.

(10)	Includes 555 restricted Class A common shares.

(11)	Includes 555 restricted Class A common shares.

(12)	Includes 555 restricted Class A common shares and excludes 4,619 OP units, which are redeemable for cash or, at our option, for Class A common shares on a one-for-one basis.

(13)	Includes 555 restricted Class A common shares and excludes 10,648 OP units, which are redeemable for cash or, at our option, for Class A common shares on a one-for-one basis.

(14)	None of the shares beneficially owned by our trustees or Named Executive Officers have been pledged as security for an obligation.

(15)	The natural persons who hold voting and investment power over the shares beneficially owned by Whitestone REIT are the Named Executive Officers and Trustees included within this table.

(16)	Includes OP units owned by Midwest Development Venture IV (“MidWest IV”). Mr. Mastandrea is the controlling limited partner of MidWest IV.

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•	the location of the property and visibility to high traffic areas;

•	the physical condition;

•	the property's historical operating use and any potential liabilities;

•	impediments to value identified from surveys, environmental reports, title reports and policies and similar materials;

•	current and pro forma financial information to determine a property's income-producing history and capacity, based on rent rolls and lease expiration format;

•	the “repositioning” prospects for transforming the property to a Whitestone-branded Community Centered Property;

•	the potential prospects for sale of the property when the transformed value is realized;

•	market demographics and trends, along with unique needs within a community; and

•	income tax considerations.

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•	the ratio of the amount of the investment in the loan to the value of the property by which it is secured;

•	the property's potential for capital appreciation;

•	expected levels of rental and occupancy rates;

•	current and projected cash flow of the property;

•	potential for rental increases;

•	the degree of liquidity of the investment;

•	geographic location of the property;

•	the condition and use of the property;

•	the property's income-producing capacity;

•	the quality, experience and creditworthiness of the borrower;

•	general economic conditions in the area where the property is located;

•	potential impact on our REIT qualification; and

•	any other factors that our management believes are relevant.

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•	the percentage of our assets that may be invested in any type of mortgage or in any single mortgage; or

•	the types of properties subject to mortgages in which we may invest.

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•	invest in the securities of other issuers for the purpose of exercising control over an issuer (except as described above);

•	underwrite securities of other issuers; or

•	actively trade in loans or other investments.

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•	any person who beneficially owns ten percent or more of the voting power of the trust's voting shares; or

•	an affiliate or associate of the trust who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the then outstanding shares of the trust.

•	80% of the votes entitled to be cast by holders of outstanding voting shares of the trust; and

•	two-thirds of the votes entitled to be cast by holders of voting shares of the trust other than shares held by the interested shareholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested shareholder.

•	one-tenth or more but less than one-third,

•	one-third or more but less than a majority, or

•	a majority or more of all voting power.

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•	a classified board,

•	two-thirds vote requirement for removing a trustee,

•	a requirement that the number of trustees be fixed only by vote of the trustees,

•	a requirement that a vacancy on the board be filled only by the remaining trustees and for the remainder of the full term of the class in which the vacancy occurred until a successor is elected and qualifies, and

•	a majority requirement for the calling of a special meeting of shareholders.

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any other amendment of our declaration of trust, except that our Board may amend our declaration of trust without shareholder approval to increase or decrease the aggregate number of our shares or the number of our shares of any class or series that we have the authority to issue, to qualify as a REIT under the Code or the Maryland REIT Law or in any respect in which the charter of a Maryland corporation may be amended without stockholder approval;

•	any merger, consolidation or sale or other disposition of all or substantially all of our assets (which also requires the approval of our Board); and

•	our termination (which also must be approved by action of our Board).

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•	the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty;

•	the director or officer actually received an improper personal benefit in money, property or services; or

•	in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

•	a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation; and

•	a written undertaking by him on his behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

•	the sale of all or substantially all the assets of the partnership;

•	the agreement of those partners holding at least 67% of the OP units; or

•	the bankruptcy of us or the partnership.

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•	operate our business;

•	prepare applications for rezoning and objections to rezoning of other property;

•	improve, renovate and perform construction activities with regard to the properties owned by the Operating Partnership;

•	procure and maintain insurance;

•	acquire and own real, personal and mixed property of the Operating Partnership in the name of the Operating Partnership or in the name of a nominee;

•	negotiate, execute and deliver agreements on behalf of and in the name of the Operating Partnership;

•	borrow money on a secured or unsecured basis;

•	coordinate all accounting and clerical functions of the Operating Partnership;

•

acquire any assets, and encumber, sell, assign, transfer, ground lease or otherwise dispose of any or all of the assets of the Operating Partnership, or any part thereof or interest therein including, without limitation, by way of any OP unit dividend, split, recapitalization, merger, consolidation, combination, exchange of OP units or other similar Operating Partnership organizational change; and

•	organize one or more partnerships, corporations, limited liability companies or other business entities which are controlled, directly or indirectly, by the Operating Partnership.

•	all expenses relating to our formation and continuity of existence;

•	all expenses relating to the public offering and registration of our securities;

•	all expenses associated with the preparation and filing of our periodic reports under federal, state or local laws or regulations;

•	all expenses associated with our compliance with applicable laws, rules and regulations; and

•	all of our other operating or administrative costs incurred in the ordinary course of business.

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•	to enlarge the obligation of any partner to make contributions to the capital of our Operating Partnership, which requires our consent and the consent of any partner affected by such amendment;

•	to modify the allocation of profits or losses or distributions among partners except as may be otherwise permitted under the partnership agreement, which requires our consent and the consent of the holders of not less than 67% of the issued and outstanding OP units held by all limited partners;

•

to amend the transferability provisions contained in the partnership agreement, the provision regarding the limitations on the power and authority of the general partner and certain provisions regarding the organization and name of our Operating Partnership, which requires our consent and the consent of the holders of not less than 67% of the issued and outstanding OP units held by all limited partners; or

•	the amendment provisions contained in the partnership agreement, which requires our consent and the consent of all of the limited partners.

•	result in our shares being beneficially owned by fewer than 100 persons;

•	result in any person owning more than 9.8% by value or number of shares, whichever is more restrictive, of our outstanding Class A common shares (unless exempted by our Board);

•	result in us being “closely held” within the meaning of Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT under the Code (including by causing us to own 10% or more of the ownership interests in a tenant within the meaning of Section 856(d) (2)(B) of the Code);

•	cause the acquisition of our shares to be “integrated” with any other distribution of interests in us for purposes of complying with the registration provisions of the Securities Act; or

•	cause the Operating Partnership to be terminated as a partnership under Section 708 of the Code.

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•	to us upon our issuance of additional common shares and the contribution of the net proceeds thereof as a capital contribution to the partnership;

•	upon exercise of conversion rights to holders of preference units that are convertible into OP units;

•	to us or limited partners holding OP units if and to the extent of such partner's participation in any reinvestment program as defined in the partnership agreement;

•	preference units to us upon our issuance of debt or equity securities other than common shares and the contribution of the net proceeds thereof as a capital contribution to the partnership; and

•	at our discretion, OP units or preference units to existing or newly admitted partners in exchange for the contribution by a partner of capital contributions to the partnership.

•	the sale of all or substantially all the assets of the partnership;

•	the agreement of those partners holding at least 67% of the OP units; or

•	the bankruptcy of us or the partnership.

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•	a citizen or resident of the United States;

•	a corporation (including an entity treated as an association taxable as a corporation for federal income tax purposes) created or organized under the laws of the United States, any of its states or the District of Columbia;

•	an estate whose income is subject to federal income taxation regardless of its source; or

•	any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.

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•	the percentage of our dividends that the tax-exempt trust must treat as unrelated business taxable income is at least 5%;

•	we qualify as a REIT by reason of the modification of the rule requiring that no more than 50% of our shares be owned by five or fewer individuals that allows the beneficiaries of the pension trust to be treated as holding our shares in proportion to their actuarial interests in the pension trust; and

•	either:

◦	one pension trust owns more than 25% of the value of our shares; or

◦	a group of pension trusts, of which each pension trust holds more than 10% of the value of our shares, collectively owns more than 50% of the value of our shares.

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•	a lower treaty rate applies and the non-U.S. holder submits an IRS Form W-8BEN to us evidencing eligibility for that reduced rate;

•	the non-U.S. holder submits an IRS Form W-8ECI to us claiming that the distribution is effectively connected income; or

•	the distribution is treated as attributable to a sale of a USRPI under FIRPTA (discussed below).

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•	the gain is effectively connected with the conduct of the non-U.S. holder's U.S. trade or business, in which case the non-U.S. holder will be subject to the same treatment as U.S. holders with respect to such gain; or

•	the non-U.S. holder is a nonresident alien individual who was present in the U.S. for 183 days or more during the taxable year and has a “tax home” in the United States, in which case the non-U.S. holder will incur a 30% tax on its capital gains.

•	qualifies for certain exempt categories and, when required, demonstrates this fact; or

•	provides a taxpayer identification number, and otherwise complies with the applicable requirements of the backup withholding rules.

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•	We are subject to corporate-level federal income tax on any REIT taxable income, including net capital gain, that we do not distribute to our shareholders during, or within a specified time period after, the calendar year in which the income is earned.

•	We may be subject to the corporate “alternative minimum tax” on any items of tax preference, including any deductions of net operating losses.

•	We are subject to tax, at the highest corporate rate, on:

•	net income from the sale or other disposition of property acquired through foreclosure, or “foreclosure property,” as described below under “-Gross Income Tests-Foreclosure Property,” that we hold primarily for sale to customers in the ordinary course of business, and

•	other non-qualifying income from foreclosure property.

•	We are subject to a 100% tax on net income from sales or other dispositions of property, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business.

•	If we fail to satisfy one or both of the 75% gross income test or the 95% gross income test, as described below under “-Gross Income Tests,” but nonetheless continue to qualify as a REIT because we meet other requirements, we will be subject to a 100% tax on:

•	the greater of the amount by which we fail the 75% gross income test or the 95% gross income test, in either case, multiplied by

•	a fraction intended to reflect our profitability.

•

If we fail to distribute during a calendar year at least the sum of: (1) 85% of our REIT ordinary income for the year, (2) 95% of our REIT capital gain net income for the year, and (3) any undistributed taxable income required to be distributed from earlier periods, then we will be subject to a 4% nondeductible excise tax on the excess of the required distribution over the amount we actually distributed.

•

If we fail any of the asset tests, other than a de minimis failure of the 5% asset test, the 10% vote test or the 10% value test, as described below under “-Asset Tests,” as long as (1) the failure was due to reasonable cause and not to willful neglect, (2) we file a description of each asset that caused such failure with the IRS, and (3) we dispose of the assets causing the failure or otherwise comply with the asset tests within six months after the last day of the quarter in which we identify such failure, we will pay a tax equal to the greater of $50,000 or the highest federal corporate income tax rate (currently 35%) multiplied by the net income from the nonqualifying assets during the period in which we failed to satisfy the asset tests.

•	If we fail to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset tests, and such failure is due to reasonable cause and not to willful neglect, we will be required to pay a penalty of $50,000 for each such failure.

•	We will be subject to a 100% excise tax on transactions with a taxable REIT subsidiary that are not conducted on an arm's-length basis.

•

If we acquire any asset from a C corporation, or a corporation that generally is subject to full corporate-level tax, in a merger or other transaction in which we acquire a basis in the asset that is determined by reference either to the C corporation's basis in the asset or to another asset, we will pay tax at the highest corporate rate applicable if we recognize gain on the sale or disposition of the asset during the 10-year period after we acquire the asset. The amount of gain on which we will pay tax generally is the lesser of:

•	the amount of gain that we recognize at the time of the sale or disposition, and

•	the amount of gain that we would have recognized if we had sold the asset at the time we acquired it.

•	The earnings of our subsidiary entities that are C corporations, including taxable REIT subsidiaries, are subject to federal corporate income tax.

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•	rents from real property;

•	interest on debt secured by mortgages on real property or on interests in real property;

•	dividends or other distributions on, and gain from the sale of, stock or shares of beneficial interest in other REITs;

•	gain from the sale of real estate assets;

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•	income and gain derived from foreclosure property; and

•	income derived from the temporary investment of new capital that is attributable to the issuance of our shares or a public offering of our debt with a maturity date of at least five years and that we receive during the one-year period beginning on the date on which we receive such new capital.

•	are fixed at the time the leases are entered into;

•	are not renegotiated during the term of the leases in a manner that has the effect of basing percentage rent on income or profits; and

•	conform with normal business practice.

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•	the REIT has held the property for not less than two years;

•	the aggregate expenditures made by the REIT, or any partner of the REIT, during the two-year period preceding the date of the sale that are includable in the basis of the property do not exceed 30% of the selling price of the property;

•

either (1) during the year in question, the REIT did not make more than seven property sales other than sales of foreclosure property or sales to which Section 1033 of the Code applies, (2) the aggregate adjusted bases of all such properties sold by the REIT during the year did not exceed 10% of the aggregate bases of all of the assets of the REIT at the beginning of the year or (3) the aggregate fair market value of all such properties sold by the REIT during the year did not exceed 10% of the aggregate fair market value of all of the assets of the REIT at the beginning of the year;

•	in the case of property not acquired through foreclosure or lease termination, the REIT has held the property for at least two years for the production of rental income; and

•	if the REIT has made more than seven property sales (excluding sales of foreclosure property) during the taxable year, substantially all of the marketing and development expenditures with respect to the property were made through an independent contractor from whom the REIT derives no income.

•	that is acquired by a REIT as the result of the REIT having bid on such property at foreclosure, or having otherwise reduced such property to ownership or possession by agreement or process of law, after there was a default or default was imminent on a lease of such property or on indebtedness that such property secured;

•	for which the related loan or leased property was acquired by the REIT at a time when the default was not imminent or

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•	for which the REIT makes a proper election to treat the property as foreclosure property.

•	on which a lease is entered into for the property that, by its terms, will give rise to income that does not qualify for purposes of the 75% gross income test, or any amount is received or accrued, directly or indirectly, pursuant to a lease entered into on or after such day that will give rise to income that does not qualify for purposes of the 75% gross income test;

•	on which any construction takes place on the property, other than completion of a building, or any other improvement, where more than 10% of the construction was completed before default became imminent; or

•	which is more than 90 days after the day on which the REIT acquired the property and the property is used in a trade or business which is conducted by the REIT, other than through an independent contractor from whom the REIT itself does not derive or receive any income.

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•	our failure to meet the applicable test is due to reasonable cause and not to willful neglect; and

•	following such failure for any taxable year, we file a schedule of the sources of our income with the IRS in accordance with the Treasury Regulations.

•	cash or cash items, including certain receivables;

•	government securities;

•	interests in real property, including leaseholds and options to acquire real property and leaseholds;

•	interests in mortgage loans secured by real property;

•	shares in other REITs; and

•	investments in stock or debt instruments during the one-year period following our receipt of new capital that we raise through equity offerings or public offerings of debt with at least a five-year term.

•

“Straight debt” securities, which is defined as a written unconditional promise to pay on demand or on a specified date a sum certain in money if (1) the debt is not convertible, directly or indirectly, into equity, and (2) the interest rate and interest payment dates are not contingent on profits, the borrower's discretion, or similar factors. “Straight debt” securities do not include any securities issued by a partnership or a corporation in which we or any controlled taxable REIT subsidiary hold non-“straight debt” securities that have an aggregate value of more than 1% of the issuer's outstanding securities. However, “straight debt” securities include debt subject to the following contingencies:

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a contingency relating to the time of payment of interest or principal, as long as either (1) there is no change to the effective yield of the debt obligation, other than a change to the annual yield that does not exceed the greater of 0.25% or 5% of the annual yield, or (2) neither the aggregate issue price nor the aggregate face amount of the issuer's debt obligations held by us exceeds $1 million and no more than 12 months of unaccrued interest on the debt obligations can be required to be prepaid; and

•	a contingency relating to the time or amount of payment on a default or prepayment of a debt obligation, as long as the contingency is consistent with customary commercial practice.

•	Any loan to an individual or an estate.

•	Any “section 467 rental agreement,” other than an agreement with a related-party tenant.

•	Any obligation to pay “rents from real property.”

•	Certain securities issued by governmental entities.

•	Any security issued by a REIT.

•	Any debt instrument issued by an entity treated as a partnership for federal income tax purposes in which we are a partner to the extent of our proportionate interest in the debt and equity securities of the partnership.

•	Any debt instrument issued by an entity treated as a partnership for federal income tax purposes not described in the preceding bullet points if at least 75% of the partnership's gross income, excluding income from prohibited transactions, is qualifying income for purposes of the 75% gross income test described above in “-Gross Income Tests.”

•	we satisfied the asset tests at the end of the preceding calendar quarter; and

•	the discrepancy between the value of our assets and the asset test requirements arose from changes in the market values of our assets and was not wholly or partly caused by the acquisition of one or more non-qualifying assets.

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•	the sum of

◦	90% of our “REIT taxable income,” computed without regard to the dividends paid deduction and our net capital gain or loss, and

◦	90% of our after-tax net income, if any, from foreclosure property, minus

•	the sum of certain items of non-cash income.

•	85% of our REIT ordinary income for the year,

•	95% of our REIT capital gain income for the year, and

•	any undistributed taxable income from prior years,

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•	is treated as a partnership under the Treasury Regulations relating to entity classification, or the “check-the-box regulations;” and

•	is not a “publicly traded partnership.”

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•	the amount of cash and the basis of any other property we contribute to the partnership;

•	increased by our distributive share of the partnership's income (including tax-exempt income) and any increase in our allocable share of indebtedness of the partnership; and

•	reduced, but not below zero, by our distributive share of the partnership's loss (excluding any non-deductible items), the amount of cash and the basis of property distributed to us, and any reduction in our allocable share of indebtedness of the partnership.

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A.	Reflects the historical condensed consolidated statement of operations of Whitestone REIT for the year ended December 31, 2010. Please refer to the Whitestone REIT historical consolidated financial statements and notes thereto included in Whitestone REIT's Annual Report on Form 10-K for the year ended December 31, 2010, incorporated by reference herein.

B.	Figures reflect the historical operations of the property for the year ended December 31, 2010, unless otherwise noted.

C.	Figures for Terravita Marketplace and Terravita Village represent the depreciation of buildings (over 39 years) based on the purchase price allocation in accordance with U. S. generally accepted accounting principles, assuming acquisition of the properties took place on January 1, 2010.

D.	Reflects the historical condensed consolidated statement of operations of Whitestone REIT for the nine months ended September 30, 2011. Please refer to the Whitestone REIT historical consolidated financial statements and notes thereto included in Whitestone REIT's Quarterly Report on Form 10-Q for the nine months ended September 30, 2011.

E.	Reflects the financial results for Greens Road Plaza, which we have identified and presented as discontinued operations, for the nine months ended September 30, 2011. We sold Greens Road Plaza, which is located in Houston, Texas, for $1.8 million in cash and net prorations on July 22, 2011.

F.	The historical statement of operations for the acquired property represents 100% of the operations of the property for the period January 1, 2011 through August 7, 2011. The operations of the property for the period August 8, 2011 through September 30, 2011 are included in the Whitestone REIT historical condensed consolidated statement of operations for the nine months ended September 30, 2011.

G.	The historical statement of operations for the acquired property represents 100% of the operations of the property for the period January 1, 2011 through June 27, 2011. The operations of the property for the period June 28, 2011 through September 30, 2011 are included in the Whitestone REIT historical condensed consolidated statement of operations for the nine months ended September 30, 2011.

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•	the imposition of federal corporate-level income taxes on our General Partner if it fails to qualify as a REIT in any taxable year or foregoes an opportunity to ensure its REIT status;

•	uncertainties related to the national economy, the real estate industry in general and in our specific markets;

•	legislative or regulatory changes, including changes to laws governing our General Partner;

•	adverse economic or real estate developments in Texas, Arizona or Illinois;

•	increases in interest rates and operating costs;

•	inability to obtain necessary outside financing;

•	litigation risks;

•	lease-up risks;

•	inability to obtain new tenants upon the expiration of existing leases;

•	inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws; and

•	the potential need to fund tenant improvements or other capital expenditures out of operating cash flow.

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•	Strategically Acquiring Properties.

◦	Seeking High Growth Markets. We seek to strategically acquire commercial properties in high-growth markets. Our acquisition targets are located in densely populated, culturally diverse neighborhoods, primarily in and around Phoenix, Chicago, Dallas, San Antonio and Houston, five of the top 20 markets in the United States in terms of population growth.

◦

Diversifying Geographically. Our current portfolio is concentrated in Houston. We believe that continued geographic diversification in markets where we have substantial knowledge and experience will help offset the economic risk from a single market concentration. We intend to continue to focus our expansion efforts in the Phoenix, Chicago, Dallas and San Antonio markets. We believe our management infrastructure and capacity can accommodate substantial growth in those markets. We may also pursue opportunities in other Southwestern and Western regions that are consistent with our Community Centered Property strategy.

◦

Capitalizing on Availability of Distressed Assets. We believe that during the next several years there will be excellent opportunities in our target markets to acquire quality properties at historically attractive prices. We intend to acquire distressed assets directly from owners or financial institutions holding foreclosed real estate and debt instruments that are either in default or on bank watch lists. Many of these assets may benefit from our corporate strategy and our management team’s experience in turning around distressed properties, portfolios and companies. We have extensive relationships with community banks, attorneys, title companies, and others in the real estate industry with whom we regularly work to identify properties for potential acquisition.

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Redeveloping and Re-tenanting Existing Properties. We “turn around” properties and seek to add value through renovating and re-tenanting our properties to create Whitestone-branded Community Centered Properties. We seek to accomplish this by (1) stabilizing occupancy, with per property occupancy goals of 90% or higher; (2) adding leasable square footage to existing structures; (3) developing and building on excess land; (4) upgrading and renovating existing structures; and (5) investing significant effort in recruiting tenants whose goods and services meet the needs of the surrounding neighborhood.

•

Recycling Capital for Greater Returns. We seek to continually upgrade our portfolio by opportunistically selling properties that do not have the potential to meet our Community Centered Property strategy and redeploying the sale proceeds into properties that better fit our strategy. Some of our properties which were acquired prior to the tenure of our current management team may not fit our Community Centered Property strategy, and we may look for opportunities to dispose of these properties as we continue to execute our strategy.

•

Prudent Management of Capital Structure. We currently have 15 properties that are not mortgaged. We may seek to add mortgage indebtedness to existing and newly acquired unencumbered properties to provide additional capital for acquisitions. As a general policy, we intend to maintain a ratio of total indebtedness to undepreciated book value of real estate assets that is less than 60%. As of December 31, 2010, our ratio of total mortgage indebtedness to undepreciated book value of real estate assets was 49%.

•	Investing in People. We believe that our people are the heart of our culture, philosophy and strategy. We continually

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•	conditions in financial markets;

•	over-building in our markets;

•	a reduction in rental income as the result of the inability to maintain occupancy levels;

•	adverse changes in applicable tax, real estate, environmental or zoning laws;

•	changes in general economic conditions;

•	a taking of any of our properties by eminent domain;

•	adverse local conditions (such as changes in real estate zoning laws that may reduce the desirability of real estate in the area);

•	acts of God, such as earthquakes or floods and other uninsured losses;

•	changes in supply of or demand for similar or competing properties in an area;

•	changes in interest rates and availability of permanent mortgage funds, which may render the sale of a property difficult or unattractive; and

•	periods of high interest rates and tight money supply.

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•	tenants may choose not to, or may not have the financial resources to, renew these leases;

•	we may experience significant costs associated with re-leasing a significant amount of our available space;

•	we may not be able to easily re-lease the space subject to these leases, which may cause us to fail to meet our leasing targets or control the costs of re-leasing; and

•	the terms of any renewal or re-lease may be less favorable than the terms of the current leases.

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•	competition from other real estate investors with significant capital, including publicly-traded REITs and institutional investment funds;

•	competition from other potential acquirers which may significantly increase the purchase price for a property we acquire, which could reduce our growth prospects;

•	unsatisfactory results of our due diligence investigations or failure to meet other customary closing conditions; and

•	failure to finance an acquisition on favorable terms or at all.

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(1)	Calculated as the tenant's actual December 31, 2010 base rent multiplied by 12.  Excludes vacant space as of December 31, 2010.  Because annualized base rental revenue is not derived from historical results that were accounted for in accordance with generally accepted accounting principles, historical results differ from the annualized amounts.

(2)	Calculated as annualized base rent divided by net rentable square feet leased at December 31, 2010.  Excludes vacant space as of December 31, 2010.

(3)	Includes (i) new acquisitions, through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties which are undergoing significant redevelopment or re-tenanting.

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(1)	Seasonally adjusted.

(2)	Not seasonally adjusted.

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(1)	Calculated as the tenant's actual December 31, 2010 base rent multiplied by 12.  Excludes vacant space as of December 31, 2010.  Because annualized base rental revenue is not derived from historical results that were accounted for in accordance with generally accepted accounting principles, historical results differ from the annualized amounts.

(2)	Calculated as annualized base rent divided by net rentable square feet leased at December 31, 2010.  Excludes vacant space at December 31, 2010.

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•	the right to vote together with Class A common shareholders on all matters submitted to the Company’s shareholders;

•	one vote on all matters voted upon by the Company’s shareholders;

•	the right to receive dividends equal to any dividends declared on the Class A common shares; and

•	liquidation rights equal to the liquidation rights of each Class A common share.

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•	eighteen retail properties containing approximately 1.2 million square feet of leasable space and having a total carrying amount (net of accumulated depreciation) of $70.0 million;

•	seven office properties containing approximately 0.6 million square feet of leasable space and having a total carrying amount (net of accumulated depreciation) of $44.9 million; and

•	eleven office/flex properties containing approximately 1.2 million square feet of leasable space and having a total carrying amount (net of accumulated depreciation) of $41.6 million.

•	two retail properties containing approximately 0.1 million square feet of leasable space and having a total carrying amount (net of accumulated depreciation) of $8.9 million.

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•	Cash flow from operations of $10.4 million for the year ended December 31, 2010;

•	Proceeds of $23.0 million from issuance of Whitestone's Class B common shares;

•	Net proceeds of $1.3 million from issuance of notes payable net of origination costs;

•	Payment of distributions of $7.4 million to OP Unit holders, including Whitestone;

•	Payments of loans of $3.0 million;

•	Additions to real estate of $12.8 million;

•	Whitestone's repurchases of Class A common shares of $0.2 million.

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(1)	As of December 31, 2010, we had one loan totaling $25.4 million which bore interest at a floating rate.  The variable interest rate payments are based on LIBOR plus 2.6%.  The information in the table above reflects our projected interest rate obligations for the floating rate payments based on one-month LIBOR as of December 31, 2010, which was 0.26%.

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(1)	During the first quarter of 2010, we concluded that approximately 25,000 square feet at our Kempwood Plaza and Centre South locations were no longer leasable, therefore such area is no longer included in the gross leasable area.

(2)	Excludes (i) new acquisitions, through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties which are undergoing significant redevelopment or re-tenanting.

(3)	For a reconciliation of funds from operations to net income, see "Funds From Operations" below.

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(1)	Excludes (i) new acquisitions, through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties which are undergoing significant redevelopment or re-tenanting.

(2)	For a reconciliation of funds from operations to net income, see "Funds From Operations" below.

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(1)	Including amounts for discontinued operations.

(2)	$392 included in rental revenue for the twelve months ended December 31, 2009.

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▪	Whitestone's overall compensation programs and characteristics;

▪	performance evaluation methodology and results;

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▪	compensation plans adopted and that may be considered in the future; and

▪	comparative market compensation assessment.

▪	Base salaries remained at the reduced levels of October 2009 when the NEOs voluntarily agreed to reduce their base salaries by 12.5%.

▪	No bonus payments were made for 2010 performance, except to the CFO recognizing his contributions in the successful public offering.

▪	Increased funds from operations, or FFO, in 2009, attained through both focused operations management and acquisitions, triggered in March 2010 the vesting of the first 10% of long-term incentive awards granted pursuant to the Plan.

▪	All perquisites and miscellaneous expenses that were reduced or eliminated in 2009 remained even in 2010.

▪	No additional incentive or compensation programs were adopted in 2010.

▪	No changes to Whitestone's existing incentive program were made.

▪	The NEOs, as well as all other participants in the Plan, elected to return a portion of the shares that vested in March 2010 to pay their estimated tax obligations and were granted an equal number of restricted shares to replace the shares returned to the company, which will vest equally over three years.

▪

Base Salary. The Committee believes the base salary should be reflective of position, responsibility and experience, and correlated with market-based salary levels for similar positions with competitor companies. The Committee believes that the 50th percentile level of Whitestone's competitive market is the appropriate benchmark to target for base salary at this time for Whitestone's growth and size, however members of Whitestone's senior management, including its Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, fall below that level.

▪	Annual Incentive Bonus. A bonus provides an opportunity for selected employees (and potentially all employees) to receive an annual cash (or potentially cash and shares) award based on the achievement of specific organization, operating and financial goals and objectives at three levels during any fiscal year of Whitestone's operation:

◦	corporate performance;

◦	business unit (functional area) performance; and

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◦	individual performance.

▪

Long-Term Equity Incentive Plan. In July 2008, Whitestone's shareholders approved the Plan to provide equity-based grants as incentive compensation to its NEOs and other employees. A long-term incentive plan is an opportunity for the NEOs and other employees to receive grants of equity (restricted shares and restricted share units) that vest upon the achievement of long-term incremental value for the company and its shareholders. The Plan is designed to encourage entrepreneurship and align the interests of Whitestone's NEOs and employees with its long-term strategy and is expected to be an important component of total compensation and key retention of participants.

▪	Benefits and Other Perquisites. Whitestone provides the NEOs, as well as all other employees, a full range of benefits related to insurances for health and security. These benefit plans, and other perquisites to key employees, are consistent with Whitestone's competitors for experienced executives and are an important component of retention.

▪

Compensation is linked to performance. Executive pay is linked to the company's performance and performance of the NEOs. NEOs should be rewarded for achieving annual strategic, operating, and financial goals. Goals should be defined and directed by Whitestone's strategic plan. Long-term compensation should promote retention and align the interests of management and employees with the long-term interests of its shareholders.

▪

Compensation elements should be appropriately balanced. The mix of compensation elements will vary with respect to each NEO's position and the company's circumstances. Base salary and benefits are designed to attract and retain experienced key personnel. Annual incentives emphasize annual objectives, while long-term compensation emphasizes growth in profitability and shareholder value. The proportion of “guaranteed” and “at risk (incentive)” compensation should be structured by position consistent with responsibility, target total compensation level and market benchmarks. Additionally, a severance benefits program is appropriate to encourage retention and objectivity in connection with events that may trigger a change in control of Whitestone or other circumstances of separation. Whitestone does not currently have a general severance benefits program, but may develop one in the future.

▪	Compensation should be fair and competitive. The Committee strives to establish fair and competitive compensation for the NEOs (and other management), and does so by the process and assessment methods as described in the Committee charter.

▪	Executive stock ownership is expected. The Committee believes that all executive officers (and to the extent possible, all employees) should also be shareholders. The Committee, as wells as the NEOs, expect compensation in the form of awards pursuant to the Plan to help achieve this objective.

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▪	The Committee and Board exercise independent judgment. On behalf of Whitestone's shareholders, the Committee and the Board ensure that executive compensation is appropriate and effective, and that all assessments, engagement of advisors, analysis, discussion, rationale and decision making are through the exercise of independent judgment.

▪

Compensation may be structured to meet corporate tax and accounting rules. Whitestone generally structures the NEO compensation so that all elements of pay are tax deductible to it. Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, limits the amount of compensation Whitestone may deduct in any fiscal year. Compensation above these limits can be deducted if it is awarded under a shareholder approved “performance-based” incentive compensation plan. Under an annual incentive plan, awards which would limit the deductibility of compensation by Whitestone may (upon approval of the Committee) be delayed until a period where the deduction can be taken. Whitestone adheres to all Financial Accounting Standards Board, or FASB, requirements related to the accounting treatment and reporting of compensation expense and valuation.

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•	any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act, other than Whitestone or one of its wholly-owned subsidiaries or any employee benefit plan of Whitestone or any of its subsidiaries, becomes the beneficial owner of 35% or more of the combined voting power of the outstanding securities that may be cast for the election of the trustees;

•

as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination or contested election, less than a majority of the voting power of the outstanding securities or any successor company or entity entitled to vote generally in the election of the trustees or other corporation or entity after such transaction is held in the aggregate by the security holders entitled to vote generally in the election of the trustees immediately prior to such transaction;

•

during any period of two consecutive years, individuals who at the beginning of that period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the shareholders, of each of the trustees first elected during that period was approved by a vote of at least two-thirds (2/3rds) of the trustees then still in office who were (a) trustees at the beginning of that period, and (b) not initially (1) appointed or elected to office as result of either an actual or threatened election and/or proxy contest by or on behalf of a person other than the Board, or (2) designated by a person who has entered into an agreement with Whitestone to effect a transaction described in (1) or (2) above or (4) or (5) below;

•	Whitestone's complete liquidation or dissolution;

•	the sale or other disposition of all or substantially all of Whitestone's assets to any person; or

•

with respect to award agreements for James C. Mastandrea, as Chairman and Chief Executive Officer, John J. Dee, the Chief Operating Officer, and David K. Holeman, the Chief Financial Officer, only, a termination of the Chief Executive Officer without cause, excluding non-appealable determinations by a court of law for fraud, gross negligence, or willful neglect, which would be considered termination for cause.

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(1)	The restricted Class A common shares vest 1/3rd on April 19, 2011, 1/3rd on April 19, 2012 and 1/3rd on April 19, 2013.

▪	Public real estate companies structured as equity REITs that own, invest, manage and develop real estate assets similar to Whitestone through an integrated and self-managed operating platform;

▪	Real estate firms which focus on shopping centers, retail assets, and related community based property types consistent with Whitestone's strategy of creating communities including office, healthcare and diversified categories;

▪	Firms of similar size as Whitestone measured by market capitalization (implied market cap, and total capitalization), gross leasable area (square feet), number of properties, and number of employees; and

▪	Firms which report a range of performance results (FFO and FFO per share) which correlates with that of the company.

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(1)	Base Salary paid in 2010, 2009 and 2008.

(2)	Discretionary bonuses for 2010, 2009 and 2008.

(3)	Represents the grant date fair value of restricted common shares and restricted common share units with a 2010 and 2009 grant date and do not necessarily reflect compensation actually received by the named executive officers in 2010 and 2009. The grant date fair values were calculated in accordance with ASC 718, “Compensation-Stock Compensation.”

(4)	Represents (a) the incremental cost of a Whitestone automobile not used exclusively for business purposes, (b) housing costs of $46,657, (c) matching contributions under Whitestone's 401(k) plan, (d) health insurance, and (e) relocation related travel of $17,688.

(5)	Represents (a) the incremental cost of a Whitestone automobile not used exclusively for business purposes, (b) housing costs of $34,021, (c) matching contributions under Whitestone's 401(k) plan, (d) health insurance, and (e) relocation related travel of $11,276.

(6)	Represents (a) the incremental cost of a Whitestone automobile not used exclusively for business purposes, (b) housing costs of $40,122, (c) matching contributions under Whitestone's 401(k) plan, (d) health insurance, and (e) relocation related travel of $25,825.

(7)	Represents (a) the incremental cost of a Whitestone automobile not used exclusively for business purposes, (b) housing costs of $20,724, (c) matching contributions under Whitestone's 401(k) plan, (d) health insurance, and (e) relocation related travel.

(8)	Represents (a) the incremental cost of a Whitestone automobile not used exclusively for business purposes, (b) housing costs of $31,848, (c) matching contributions under Whitestone's 401(k) plan, (d) health insurance, and (e) relocation related travel of $7,113.

(9)	Represents (a) the incremental cost of a Whitestone automobile not used exclusively for business purposes, (b) housing costs of $24,177, (c) matching contributions under Whitestone's 401(k) plan, (d) health insurance, and (e) relocation related travel of $7,113.

(10)	Represents matching contributions under Whitestone's 401(k) plan.

(11)	Includes matching contributions under Whitestone's 401(k) plan of $1,104.

(12)	Represents (a) auto allowance, (b) matching contributions under Whitestone's 401(k) plan of $3,433, and (c) relocation

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(13)	Represents (a) auto allowance, (b) temporary housing costs, (c) matching contributions under Whitestone's 401(k) plan of $4,038, (d) health insurance and (e) relocation related travel.

(1)	The restricted Class A common shares vest 1/3rd on April 19, 2011, 1/3rd on April 19, 2012 and 1/3rd on April 19, 2013.

(1)	The restricted Class A common shares vest 1/3rd on April 19, 2011, 1/3rd on April 19, 2012 and 1/3rd on April 19, 2013.

(2)	Market value based on closing price of Class B common shares of $14.80 on December 31, 2010.

(3)	Reflects shares and units that will vest at the target performance goal, or 30% of the total award, less the shares and units that vested upon the company meeting the threshold performance goal, or 10% of the total award. Such shares and units vested on March 25, 2010 based on 2009 performance.

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(1)	All share awards shown were granted on January 2, 2009.

(2)	Shares and units vested on March 25, 2010 based on 2009 performance.

(3)	Whitestone's Class A common shares are not listed on a national exchange. The market value is based on observable transactions.

(1)	James C. Mastandrea, the Chairman of the Board and Chief Executive Officer, is not included in the table as he is an employee and thus receives no compensation for his services as a trustee. The compensation received by Mr. Mastandrea as an employee is shown in the Summary Compensation Table above.

(2)	No shares awards were made in 2010.

(3)	Whitestone does not have a pension plan or non-qualified deferred compensation plan.

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(1)	Excludes 632,589 Class A common shares subject to outstanding restricted common share units granted pursuant to Whitestone's 2008 Long-Term Equity Incentive Plan.

(2)

Pursuant to Whitestone's 2008 Long-Term Equity Incentive Ownership Plan, as amended (the “Plan”), the maximum aggregate number of Class B common shares that may be issued under the Plan will be increased upon each issuance of Class A and Class B common shares by Whitestone so that at any time the maximum number of shares that may be issued under the Plan shall equal 12.5% of the aggregate number of Class A and Class B common shares of Whitestone and our OP units issued and outstanding (other than treasury shares and/or units issued to or held by the Company).

(3)	Excludes 8,333 restricted Class A common shares issued to trustees outside the Plan. See Note 14 of the accompanying Consolidated Financial Statements for more information.

•	Each unitholder who beneficially owns more than 5% of OP units;

•	Each trustee and nominee for trustee of Whitestone;

•	Whitestone's Chief Executive Officer and the four other most highly compensated executive officers of Whitestone (collectively, the “Named Executive Officers”); and

•	The trustees and Named Executive Officers of Whitestone as a group.

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(1)	Unless otherwise indicated, the address for each beneficial owner is 2600 South Gessner, Suite 500, Houston, Texas 77063.

(2)	Beneficial ownership is determined in accordance with the rules of the SEC that deem units to be beneficially owned by any person or group who has or shares voting or investment power with respect to those shares.

(3)	Includes OP units owned by Midwest Development Venture IV (“MidWest IV”).  Mr. Mastandrea is the controlling limited partner in MidWest IV.

(4)	The natural persons who hold voting and investment power over the shares beneficially owned by Whitestone REIT are the Named Executive Officers and Trustees included within this table above.

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(1)	Mr. DeVos has served as chairman of the Nominating and Corporate Governance Committee since June 3, 2010.

(2)	Mr. Keating has served as chairman of the Audit Committee since June 3, 2010. He also served as chairman of the Nominating and Corporate Governance Committee until June 3, 2010.

(3)	Mr. Mahaffey has served on the Audit Committee since June 3, 2010.

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(1)	Audit fees were for professional services rendered in connection with the audit of consolidated financial statements for fiscal years ended 2009 and 2010 and reviews of our quarterly consolidated financial statements within those years.

(2)	Tax fees were for assistance with matters principally related to tax compliance, tax planning and tax advice.

(3)	Other Fees are primarily related to the filing of our registration statement with the SEC.

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1.	Financial Statements. The list of our financial statements filed as part of this Annual Report on Form 10-K is set forth on page F-1 herein.

2.	Financial Statement Schedules.

a.	Schedule II - Valuation and Qualifying Amounts

b.	Schedule III - Real Estate and Accumulated Depreciation

3.	Exhibits. The list of exhibits filed as part of this Annual Report on Form 10-K in response to Item 601 of Regulation S-K is submitted on the Exhibit Index attached hereto and incorporated herein by reference.

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(1)	During the three months ended June 30, 2010, Whitestone acquired Class A common shares held by employees who tendered owned common shares to satisfy the tax withholding on the lapse of certain restrictions on restricted shares.

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•	the right to vote together with Class A common shareholders on all matters submitted to Whitestone’s shareholders;

•	one vote on all matters voted upon by Whitestone’s shareholders;

•	the right to receive dividends equal to any dividends declared on the Class A common shares; and

•	liquidation rights equal to the liquidation rights of each Class A common share.

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(1)	The fair value of the shares granted were determined based on observable market transactions occurring near the date of the grants.

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(1)	The sum of individual quarterly basic and diluted earnings per share amounts may not agree with the year-to-date basic and diluted earning per share amounts as the result of each period's computation being based on the weighted average number of common shares outstanding during that period.

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(1)	Reconciliations of total real estate carrying value for the three years ended December 31, follows:

(2)	The aggregate cost of real estate (in thousands) for federal income tax purposes is $169,266.

(3)	These properties secure a $21.4 million and a $9.9 million mortgage notes.

(4)	This property secures a $10.0 million mortgage note.

(5)	These properties secure a $1.5 million mortgage note.

(6)	This property secures an $11.2 million mortgage note.

(7)	These properties secure a $26.9 million mortgage note.

(8)	These properties secure a $24.5 million mortgage note.

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(1)	The 6.00% interest rate is fixed through March 30, 2016. On March 31, 2016 the interest rate will reset to the rate of interest for a five year balloon note with a thirty year amortization as published by the Federal Home Loan Bank.

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(1)	The fair value of the Class A common shares granted were determined based on observable market transactions occurring near the date of the grants.

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•	the imposition of federal taxes Whitestone fails to qualify as a REIT in any taxable year or forego an opportunity to ensure REIT status;

•	uncertainties related to the national economy, the real estate industry in general and in our specific markets;

•	legislative or regulatory changes, including changes to laws governing REITs;

•	adverse economic or real estate developments in Texas, Arizona or Illinois;

•	increases in interest rates and operating costs;

•	inability to obtain necessary outside financing;

•	decreases in rental rates or increases in vacancy rates;

•	litigation risks;

•	lease-up risks;

•	inability to renew tenant or obtain new tenants upon the expiration of existing leases;

•	inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws; and

•	the potential need to fund tenant improvements or other capital expenditures out of operating cash flow.

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•	nineteen retail centers containing approximately 1.3 million square feet of leasable space and having a total carrying amount (net of accumulated depreciation) of $94.3 million;

•	seven office centers containing approximately 0.6 million square feet of leasable space and having a total carrying amount (net of accumulated depreciation) of $44.5 million;

•	eleven office/flex centers containing approximately 1.2 million square feet of leasable space and having a total carrying amount (net of accumulated depreciation) of $41.0 million; and

•	four retail Community Centered properties containing approximately 0.3 million square feet of leasable space and having a total carrying amount (net of accumulated depreciation) of $18.0 million.

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(1)	During the first quarter of 2010, we concluded that approximately 25,000 square feet at our Kempwood Plaza and Centre South locations were no longer leasable, therefore such area is no longer included in the gross leasable area.

(2)	Excludes (i) new acquisitions, through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties which are undergoing significant redevelopment or re-tenanting.

(3)	For a reconciliation of funds from operations to net income, see "Funds From Operations" below.

(4)	For a reconciliation of property net operating income to net income, see "Property Net Operating Income" below.

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(1)	During the first quarter of 2010, we concluded that approximately 25,000 square feet at our Kempwood Plaza and Centre South locations were no longer leasable, therefore such area is no longer included in the gross leasable area.

(2)	Excludes (i) new acquisitions, through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties which are undergoing significant redevelopment or re-tenanting.

(3)	For a reconciliation of funds from operations to net income, see "Funds From Operations" below.

(4)	For a reconciliation of property net operating income to net income, see "Property Net Operating Income" below.

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(1)	Including amounts for discontinued operations.

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•	Cash flow from operations of $6,332,000 for the nine months ended September 30, 2011;

•	Net proceeds of $59,667,000 from the issuance of Whitestone's common shares;

•	Net proceeds of $2,531,000 million from issuance of notes payable net of origination costs;

•	Proceeds from sales of marketable securities of $7,252,000 million;

•	Net proceeds $1,545,000 from the sale and operations of our discontinued operations;

•	Payment of distributions to OP Unit holders of $8,396,000;

•	Investments in marketable securities of $13,520,000;

•	Real estate acquisitions of $34,020,000;

•	Additions to real estate of $3,966,000;

•	Payments of loans of $2,356,000.

(1)	The 6.00% interest rate is fixed through March 30, 2016. On March 31, 2016 the interest rate will reset to the rate of interest for a five year balloon note with a thirty year amortization as published by the Federal Home Loan Bank.

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(a)	During the period covered by this Form 10-Q, we did not sell any equity securities that were not registered under the Securities Act of 1933.

(b)	Not applicable.

(c)	On September 2, 2011, Whitestone commenced an offer to exchange Class B common shares on a one-for-one basis for (i) up to 867,789 outstanding Class A common shares; and (ii) up to 453,642 outstanding OP Units (the “Exchange Offer”). The Exchange Offer expired at 5:00 p.m., EDT, on Monday, October 3, 2011, and 867,789 Class A common shares and 453,642 OP Units were accepted for exchange.

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