Exhibit 10.2

WARRANT

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS AND,
ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT
UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

GMH COMMUNITIES, LP  GMH COMMUNITIES TRUSTWARRANT

|No. 1 |  | July 27, 2004,
as amended
|----- |  | -------------------------

THIS
CERTIFIES THAT, for $1,000,000 received, the receipt and sufficiency of which is hereby acknowledged, Vornado Realty L.P., a Delaware limited partnership ("Vornado"), with its
principal office at 888 Seventh Avenue, New York, New York 10019, and/or its designated affiliates and permitted transferees and assigns (individually or collectively, the "Holder"), is entitled to
purchase from time to time (1) at the LP Exercise Price (as defined below) from GMH Communities, LP, a Delaware limited partnership, with its principal office at 10 Campus Boulevard, Newtown
Square, Pennsylvania 19073 (the "Company"), an LP Fixed Percentage Number (as defined below) of Limited Partnership Units or (2) at the option of the Holder and at the Trust Exercise Price (as
defined below), from GMH Communities Trust, a Maryland real estate investment trust, with its principal office at 10 Campus Boulevard, Newtown Square, Pennsylvania 19073 (the "Trust"), a Trust Fixed
Percentage Number (as defined below) of fully paid and nonassessable Common Shares, or such combination of the LP Fixed Percentage Number and the Trust Fixed Percentage Number as determined by the
Holder, in each case as provided herein, subject to adjustment pursuant to the terms hereof, including but not limited to, adjustment pursuant to Section 5 hereof, and is entitled to exercise
the other appurtenant rights, powers and privileges hereinafter described.

1.DEFINITIONS.As used herein, the following terms shall have the following respective meanings:



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2.EXERCISE OF WARRANT.

2.1EXERCISE.(a) This Warrant may be exercised by the Holder in whole or in part at any time during the
Exercise Period, by delivery of the following to the Issuer at its address listed on the signature page hereof (or at such other address as the Issuer may designate by ten (10) days' advance
written notice to the Holder):



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(b)   In
the event of an Initial Public Offering, this Warrant shall be automatically exercised at the closing for such offering for the Trust Fixed Percentage Number of
Common Shares or, at the option of the Holder, an LP Fixed Percentage Number of Limited Partnership Units representing, in each case, a 20.972% economic interest in the Company, subject to adjustment
as provided in this Warrant, including Section 5 hereof, if and only if the sale of such number of Common Shares representing such 20.972% interest at the price per share set forth on the cover
page of the final prospectus for the Initial Public Offering would result in an aggregate offering price for such Common Shares of at least $80 million. If the aggregate offering price
utilizing the price to the public set forth on the cover page of the final prospectus for such offering in respect of such number of Common Shares would not result in at least $80 million, then
the Warrant shall not be automatically exercised.

Payment
of the Exercise Price in the event of mandatory exercise pursuant to this Section 2.1(b) shall be by surrender of $50 million of Class B Limited Partnership
Interest. Upon the surrender of $50 million of Class B Limited Partnership Interest as payment of the Exercise Price as provided herein, such amount of Class B Limited Partnership
Interest shall be cancelled.

(c)   Upon
the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may
be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer),
shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five

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(5) Business
Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be
executed by the Trust, the Company, GMH GP and Gary M. Holloway and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued.

The
Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of
such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the
date of such surrender and payment is a date when the stock transfer books of the Issuer are closed, such Person shall be deemed to have become the holder of such shares at the close of business on
the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period).

2.2NET EXERCISE.



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2.3RESTRICTION ON EXERCISE.

Except
as set forth in the proviso below, in no event may the Warrant be exercised at any time to the extent that the issuance of the Exercise Shares in connection with such exercise
would cause the Trust to be "closely held" within the meaning of Section 856(h) of the Code or any successor provision;provided, however, that to the
extent an exercise of the Warrant is restricted by this Section 2.3 with respect to some or all of the Exercise Shares, the
Trust or the Company shall within five (5) Business Days after the Holder delivers a Notice of Exercise give written notice to the Holder of such restriction, and the Holder shall have five
(5) Business Days from the date it receives such notice to withdraw its Notice of Exercise (the "Withdrawal Period"). If the Holder does not withdraw such notice then the Warrant shall be
exercisable and deemed to have been exercised for Limited Partnership Units but the obligation to deliver such Units may, at the option of either the Trust or the Company, be satisfied by the payment
of cash equal to the Fair Market Value of such unexercised portion of the Warrant not later than three (3) Business Days after the last day of the Withdrawal Period (such value determined at
the date of delivery of the Notice of Exercise).

3COVENANTS AND REPRESENTATIONS OF THE TRUST AND THE COMPANY; SECURITIES MATTERS.

3.1COVENANTS AS TO EXERCISE SHARES.



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3.2NO IMPAIRMENT.Except and to the extent as waived or consented to in writing by the Holder, none of the
Trust, the Company and GMH Communities GP, LLC, a Delaware limited liability company and a general partner of the Company (together with its successors, including GMH Communities GP Trust, "GMH GP")
will, by amendment of its declaration of trust, limited partnership agreement or limited liability company agreement, as the case may be, or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed
hereunder by the Trust, the Company or GMH GP, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be
necessary or appropriate in order to protect the exercise rights of the Holder against impairment consistent with the intent and principles expressed in Section 5.8 below. The foregoing shall
be subject to the right of the Trust, the Company and GMH GP to amend the Declaration of Trust to (i) create a special ownership limit of 8.5% for the Steven Roth Group (defined to include
Steven Roth and each person (other the Trust and any person that is a Vornado Holder (as defined below)) to whom shares actually owned by Steven Roth would be attributed under the constructive
ownership rules of either Section 544 of the Code, as modified by Section 856(h) of the Code, or Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code)
and (ii) exempt the Holder and its subsidiaries (except where the Holder or such a subsidiary is treated as an "individual" for purposes of Section 542(a)(2) of the Code or any successor
provision) from the application of the ownership limits set forth in the Declaration of Trust, except to the extent that (a) their ownership of Shares, directly, indirectly or under applicable
constructive ownership rules, would cause the Trust to be treated as "closely held" within the meaning of Section 856(h) of the Code, (b) any person (other than the Steven Roth Group,
the Holloway Group (defined to include Gary M. Holloway and each person (other than the Trust) to whom shares actually owned by Gary M. Holloway would be attributed under the constructive ownership
rules of either Section 544 of the Code, as modified by Section 856(h) of the Code, or Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code), or the
Vornado Holder (defined to include each of (i) Vornado, (ii) Vornado Realty Trust, a Maryland real estate investment trust, (iii) any affiliate of Vornado designated pursuant to
this Warrant, (iv) any permitted transfer or assignee of Vornado for purposes of this Warrant and (v) any entity in which a person described in any

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of
clauses (i), (ii), (iii) or (iv) holds a direct or indirect interest; provided, however, that no person shall be treated as a Vornado Holder at any time that such person is treated as
an "individual" for purposes of Section 542(a)(2) of the Code or any successor provision)) holding a direct or indirect interest (including through the application of applicable constructive
ownership rules) in the Holder or such a subsidiary would own directly or indirectly (including through the application of applicable constructive ownership rules) shares in the Trust in excess of the
ownership limitations (not to be less than, with respect to the Common Shares, 7.1% of the outstanding Common Shares (by number or value, whichever is more restrictive) and, if the Trust has more than
one class of shares outstanding, 7.1% of the Trust's outstanding shares, by value) set forth at any time in the Declaration of Trust, (c) a member of the Steven Roth Group holding a direct or
indirect interest (including through the application of applicable constructive ownership rules) in the Holder or such a subsidiary would own directly or indirectly (including through the application
of applicable constructive ownership rules) shares in the Trust such that the members of the Steven Roth Group, in the aggregate, would own directly or indirectly (including through the application of
applicable constructive ownership rules) shares in the Trust in excess of the ownership limitations (not to be less than, with respect to the Common Shares, 8.5% of the outstanding Common Shares (by
number or value, whichever is more restrictive) and, if the Trust has more than one class of shares outstanding, 8.5% of the Trust's outstanding shares (by value) set forth in the Declaration of Trust
at any time for the Steven Roth Group, (d) a member of the Holloway Group holding a direct or indirect interest (including through the application of applicable
constructive ownership rules) in the Holder or such a subsidiary would own directly or indirectly (including through the application of applicable constructive ownership rules) shares in the Trust
such that the members of the Holloway Group, in the aggregate, would own directly or indirectly (including through the application of applicable constructive ownership rules) shares in the Trust in
excess of the ownership limitations (not to be less than, with respect to the Common Shares, 20% of the outstanding Common Shares (by number or value, whichever is more restrictive) and, if the Trust
has more than one class of shares outstanding, 20% of the Trust's outstanding shares (by value) set forth at any time in the Declaration of Trust at any time for the Holloway Group (provided, in the
case of this clause (d), that the Declaration of Trust at such time provides that in circumstances where clause (d) applies, Equity Shares not Beneficially or Constructively Owned by
Vornado Holders will be transferred to a charitable trust (where such transfers would help to reduce such excess ownership by members of the Holloway Group) before Equity Shares Beneficially or
Constructively Owned by Vornado Holders are so transferred to eliminate such excess ownership by members of the Holloway Group) and (e) during any period on or after the date of the first
closing of an issuance of Common Shares pursuant to an underwritten offering and during which it is not the case that either (i) each class of the Trust's shares qualifies as a class of
"publicly-offered securities" (within the meaning of Section 2510.3-101(b)(2) of the regulations of the Department of Labor) or (ii) the Trust qualifies for another exception
to Section 2510.3-101 of the regulations of the Department of Labor (other than the exception that provides that the assets of an ERISA Investor (defined to mean (I) an
employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not subject to ERISA, or a plan described in
Section 4975 of the Code (including, without limitation, foreign plans and governmental plans) (each a "Plan"), (II) an entity whose underlying assets include the assets of a Plan by
reason of the Plan's direct or indirect investment in such entity or (III) an entity that otherwise constitutes a benefit plan investor within the meaning of
Section 2510.3-101 of the regulations of the Department of Labor) will not include any of the underlying assets of an entity in which it invests if at all times less than 25% of the
value of each class of equity interests in the entity is held by ERISA Investors), the direct or indirect ownership of shares in the Trust (including through the application of applicable constructive
ownership rules) by the Holder or such a subsidiary would result in any person owning, directly or indirectly (including through the application of applicable constructive ownership rules), shares in
the Trust such that 25% or more of any class of shares in the Trust would be owned, directly or indirectly (including through the application of applicable constructive ownership rules), by one or
more ERISA Investors (provided, in

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the
case of this clause (e), that the Declaration of Trust at such time provides that in circumstances where clause (e) applies, Equity Shares not Beneficially Owned by Vornado Holders
will be transferred to a charitable trust (where such transfers would help to reduce such excess ownership by ERISA Investors) before Equity Shares Beneficially Owned by Vornado Holders are so
transferred to eliminate such excess ownership by ERISA Investors). For these purposes, "applicable constructive ownership rules" shall mean the rules set forth in or under Section 318(a) of
the Code, as modified by Section 856(d)(5) of the Code, and the rules set forth in or under Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The Trust and
Gary M. Holloway, as the sole shareholder of the Trust, covenant and agree that the Trust's declaration of trust (i) does not, as of the date hereof, contain any limitation on ownership that
would prevent the Holder from exercising this Warrant in full at any time and holding all or any of the Common Shares or Limited Partnership Units deliverable hereunder, other than those restrictions
permitted by the second preceding sentence, and (ii) will not contain any limitation on ownership that would prevent the Holder from exercising this Warrant in full at any time and holding all
or any of the Common Shares or Limited Partnership Units deliverable hereunder, other than those limitations described in the second preceding sentence; except, in the case of both (i) or (ii),
in circumstances where the Holder is treated as "individual" for purposes of Section 542(a)(2)
of the Code (in which circumstances the Holder shall be subject to the same ownership restrictions that apply under the Declaration of Trust to persons that are (i) members of the Steven Roth
Group, if the Holder is a member of the Steven Roth Group, (ii) members of the Holloway Group, if the Holder is a member of the Holloway Group and (iii) to persons that are not members
of the Steven Roth Group or the Holloway Group and who have not obtained an exemption from the ownership limitations from the Trust's board of trustees, if the Holder is not a member of the Steven
Roth Group or the Holloway Group). The parties hereto acknowledge and agree that the Trust is issuing and the Holder purchasing this Warrant with the expectation that the Trust will become, through a
100% owned subsidiary, the sole general partner of the Company for purposes of completing an Initial Public Offering and that none of the Trust, the Company, GMH GP or Gary M. Holloway shall take any
action to cause or that results in another Person becoming general partner of the Company, by merger, consolidation or otherwise, without causing such entity to expressly assume all of the covenants,
agreements, representations and warranties of the Trust hereunder. In the event that GMH GP effects an initial public offering as general partner of the Company, then GMH GP shall execute an
instrument assuming all of the covenants, agreements, representations and warranties of the Trust hereunder.

3.3NOTICES OF RECORD DATE.In the event (i) the Trust or the Company takes a record of the holders of
any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, (ii) the Trust or the Company authorizes the granting
to the holders of Common Equity Securities (or holders of the class of securities of any other Exercise Shares) of rights to subscribe to or purchase any shares of capital stock of any class or
securities convertible into any shares of capital stock or of any other right, (iii) the Trust or the Company authorizes any reclassification of, or any recapitalization involving, any class of
Common Equity Securities or any consolidation or merger to which the Trust or the Company is a party and for which approval of the stockholders of the Trust or the limited partners of the Company is
required, or of the sale or transfer of all or substantially all of the assets of the Trust or the Company, (iv) the Trust or the Company authorizes or consents to or otherwise commences the
voluntary or involuntary dissolution, liquidation or winding up of the Trust or the Company, or (v) the Trust or the Company authorizes or takes any other action that would trigger an
adjustment in the Exercise Price or the number or amount of units or shares of Common Equity Securities or other Exercise Shares subject to this Warrant (other than a stock split or combination), the
Trust or the Company shall mail to the Holder, at least twenty (20) days prior to the earlier of the record date for any such action or stockholder vote and the date of such action, a notice
specifying (a) which action is to be taken and the date on which any such record is to be taken for the purpose of any such action, (b) the date that any

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such
action is to take place, and (c) the amount and character of any stock, other securities or property and amounts, or rights or options with respect thereto, proposed to be issued, granted
or delivered to each holder of Common Equity Securities (or holders of the class of securities of any other Exercise Shares).

3.4APPROVAL BY SHAREHOLDER AND GENERAL PARTNER AND LIMITED PARTNERS.The Trust represents and warrants to the
Holder that this Warrant, its terms and its issuance and sale have been approved by a vote the sole shareholder of the Trust and its Board of Trustees. The Company represents and warrants to the
Holder that this Warrant, its terms and its issuance and sale have been approved by a vote of the general and limited partners of the Company.

4REPRESENTATIONS AND AGREEMENTS OF HOLDER.

4.1REPRESENTATIONS OF HOLDER.The Holder hereby represents and warrants to the Trust and the Company, as of the
date hereof, that:



4.2DISPOSITION OF WARRANT AND EXERCISE SHARES.



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5.ADJUSTMENT OF EXERCISE PRICE, UNITS OR SHARES OF COMMON EQUITY SECURITIES PURCHASABLE AND NUMBER OF
WARRANTS.

5.1ADJUSTMENT OF EXERCISE PRICE.The Exercise Price, as defined in Section 1, shall be subject to
adjustment from time to time as follows:



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5.2ADJUSTMENT OF NUMBER OF EXERCISE SHARES PURCHASABLE UPON EXERCISE OF WARRANTS.Upon each adjustment of the
Exercise Price pursuant to Section 5.1 or 5.4 hereof, the number of Exercise Shares purchasable upon exercise of this Warrant shall be adjusted to the number of Exercise Shares, rounded up or
down, as the case may be, to the nearest full unit or share, obtained by (i) multiplying the number of Exercise Shares purchasable immediately prior to such adjustment by the Exercise Price in
effect prior to such adjustment, and (ii) dividing the product so obtained by the Exercise Price in effect after such adjustment of the Exercise Price.

5.3RIGHTS UPON CONSOLIDATION, MERGER, SALE, TRANSFER, RECLASSIFICATION OR RECAPITALIZATION.



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5.4SALE OF SHARES BELOW APPLICABLE PRICE.



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5.5DE MINIMIS ADJUSTMENTS.The adjustments required by this Section 5 shall be made whenever and as
often as any specified event requiring an adjustment shall occur, except that no adjustment pursuant to Section 5.1, 5.3 or 5.4 hereof shall be required unless such adjustment would require an
increase or decrease of at least $0.01 in the Exercise Price then subject to adjustment;provided, however, that any adjustments that are not made by
reason of this Section 5.5 shall be carried forward and (i) made as soon as such
adjustment, together with other adjustments required by this Section 5 and not previously made, would result in an increase or decrease of at least $0.01 in the Exercise Price as of the date of
exercise, or (ii) made upon the date of exercise, in whole or in part, of the Warrant. In case an Issuer shall at any time issue Common Equity Securities by way of dividend on any stock or
other securities of an Issuer or split or otherwise subdivide or combine the outstanding units or shares of Common Equity Securities, said amount of $0.01 specified in the preceding sentence (as
theretofore increased or decreased, if said amount shall have been adjusted in accordance with the provisions of this Section 5.5) shall forthwith be proportionately increased in the case of
such a

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combination
or decreased in the case of such a subdivision or stock dividend so as appropriately to reflect the same. All calculations under this Section 5 shall be made to the nearest
hundredth of a cent.

5.6CONDITION PRECEDENT TO REDUCTION OF EXERCISE PRICE BELOW PAR VALUE OF SHARES OF COMMON EQUITY SECURITIES OR INCREASE IN PAR VALUE TO ABOVE
EXERCISE PRICE.

To
the extent that any of Common Equity Securities have a par value,



5.7CERTIFICATE OF ADJUSTMENT.In each case of an adjustment or readjustment of the Exercise Price, an Issuer,
at its sole expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such
certificate, by first class mail, postage prepaid, to the Holder at the Holder's address, as provided in Section 14 hereof, no later than five (5) Business Days following the effective
date of such adjustment
or readjustment. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including a statement of
(i) the number of Additional Common Equity Securities issued or sold or deemed to have been issued or sold; (ii) the consideration received or deemed to be received by the Issuer for any
Additional Common Equity Securities issued or sold or deemed to have been issued or sold; (iii) the Exercise Price at the time in effect; and (iv) the type and amount, if any, of other
property which would be received upon exercise of this Warrant.

5.8OTHER DILUTIVE EVENTS.If any event or occurrence shall occur as to which the provisions of this
Section 5 are not strictly applicable but as to which the failure to make any adjustment to the Exercise Price and/or the number of shares or other assets or property subject to this Warrant
would adversely affect the purchase rights or value represented by this Warrant in accordance with the essential intent and principles of this Warrant, including this Section 5, then, in each
such case, each Issuer shall determine the adjustment, if any, on a basis consistent with the essential intent and principles established in this Warrant, including this Section 5, necessary to
preserve, without dilution, the purchase rights represented by this Warrant. If such determination involves or is based on a determination of the Fair Market Value of any securities or other assets or
property, such determination shall be made in accordance with the Valuation Procedure.

5.9GENERAL ADJUSTMENT PROVISIONS.



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5.10SIGNIFICANT SUBSIDIARIES.If any Significant Subsidiary of an Issuer issues or grants (i) any
capital stock or equity ownership interest; (ii) any rights, options, warrants or convertible securities that are exercisable for or convertible into any capital stock or other equity ownership
interest; or (iii) any stock appreciation rights, phantom stock rights, or any other profit participation rights, or any rights or options to acquire any such rights, in each case of clauses
(i), (ii) and (iii) above, to any Person other than such Issuer or its wholly-owned subsidiaries, such Issuer shall determine an anti-dilution adjustment, if any, on a basis
consistent with the essential intent and principles established herein, including but not limited to this Section 5, necessary to preserve, without dilution, the purchase rights represented by
this Warrant. If such determination involves or is based on a determination of the Fair Market Value of any securities or other assets or property, such determination shall be made in accordance with
the Valuation Procedure.

5.11ADJUSTMENT FOR MILITARY PROPERTIES.In the event that a military housing project listed below is not
acquired by the Company by the date set forth below corresponding to such project or, a property or properties, in replacement of such project, are not contributed by such date to the Company by Gary
M. Holloway for no additional interest in the Company or the Trust that is projected to provide cash flow to the Company that will at least equal the cash flow projected to be contributed by such
project to the Company, then the percentage economic interest included in the definition of LP Fixed Percentage Number and Trust Fixed Percentage Number shall be increased, by proportionate increase
of the 20.972% and 17.292% comprising the 38.264% in such definitions (as such may have been adjusted pursuant to this Section 5), by the LP Fixed Percentage set forth below corresponding to
the property not acquired, but the Limited Partnership Units necessary to satisfy such increase upon exercise of this Warrant shall be satisfied entirely by transfer of Limited Partnership Units
representing the LP Fixed Percentage Number indicated below, subject to adjustment as provided in this Warrant, including, but not limited to the other sections of this Section 5, by Gary M.
Holloway to the Holder free and clear of any mortgage, deed of trust, lien (statutory or other), pledge, hypothecation, assignment, preference, priority, security interest, or any other encumbrance or
charge (including, without limitation, any conditional sale or other title retention agreement, any sale-leaseback, any financing lease having substantially the same economic effect as any
of the foregoing, the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any jurisdiction, domestic or foreign, and mechanics',
materialmen's and other similar liens and encumbrances) (each, a "Lien"). The amount of cash flow projected for a military housing project and replacement property or properties hereunder shall be
determined in accordance with the Valuation Procedure, assuming all projects and properties involve at least $10 million of value. In the event that none of the three military housing projects
is acquired and no replacement properties are contributed, the maximum amount of increase in the percentage economic interest in the Company included in the definition of LP Fixed Percentage Number as
a result of such failure shall be 14.999%. If the projected cash flow from a replacement property or properties replaces some but not all of the projected cash flow from a military project not
acquired, then the amount of increase in the percentage economic interest of the Company included in the definition of LP Fixed

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Percentage
Number shall be proportionately adjusted. In no event shall such increase result in any increase in the Exercise Price. If this Warrant has been exercised in full prior to the applicable
date set forth below, then any such Limited Partnership Units corresponding to a project not acquired shall be released from the escrow and transferred to the Holder immediately following the
applicable date. Prior to the applicable date set forth below, such Limited Partnership Units shall be owned by Gary M. Holloway free and clear of any Lien and shall be held by the Holder in escrow
during such period. In the event that a project is acquired by the Company or a replacement property is contributed to the Company prior to the applicable date set forth below, then the corresponding
LP Fixed Percentage Number of Limited Partnership Units shall be released to Gary M. Holloway upon completion of such acquisition.

|Military Housing Project |  | Date                      |  | LP Fixed
Percentage Number |  | LP Fixed
Percentage |  
|------------------------ |  | ------------------------- |  | -------------------------- |  | ------------------- | -
|Fort Eustis/Story        |  | 9 months from date hereof |  | 1,440                      |  | 1.440               | %
|Fort Bliss/White Sands   |  | June 30, 2005             |  | 1,830                      |  | 1.830               | %
|Navy North East          |  | 9 months from date hereof |  | 13,270                     |  | 13.270              | %

As
an illustration, if the Navy North East project is not acquired by the Company within nine months from the date hereof and a suitable replacement property is not contributed by such
date, then the LP Fixed Percentage Number will increase from the number of Limited Partnership Units representing 38.264% to the number of Limited Partnership Units representing a 54.804% economic
interest in the Company, with the first 20.292% becoming 20.972/38.264 of 54.804% (i.e., 30.037%) and the 17.292% becoming 17.292/38.264 of 54.804%
(i.e., 24.763%), with appropriate downward adjustments to the LP Exercise Price. Any additional Limited Partnership Units necessary to satisfy the
increase in percentage shall be Limited Partnership Units transferred by Gary M. Holloway and will not be newly issued Units. As a further illustration, if the Navy North East project is not acquired
by the Company within nine months from the date hereof and a suitable replacement property is not contributed by such date and as of such date the Warrant had been exercised to acquire all of the
Limited Partnership Units representing a 20.972% economic interest in the Company, then the LP Fixed Percentage Number shall be increased from the number of Limited Partnership Units representing a
17.292% economic interest in the Company to the number of Limited Partnership Units representing a 30.562% economic interest in the Company with the result that upon exercise of the remaining portion
of the Warrant, Limited Partnership Units representing a 17.292% economic interest in the Company will be a new issuance of Units by the Company and Limited Partnership Units representing a 13.270%
economic interest in the Company will be Limited Partnership Units transferred to the Holder by Gary M. Holloway.

6.FRACTIONAL UNITS OR SHARES.Each Issuer may, but shall not be required to, issue fractions of Exercise Shares
upon exercise of the Warrant or distribute certificates which evidence fractional Exercise Shares. As to any fractional Exercise Share which the Holder would otherwise be entitled to
purchase from an Issuer upon such exercise, such Issuer may purchase from the Holder such unissued fractional unit or share at a price equal to an amount calculated by multiplying such fractional unit
or share (calculated to the nearest 1/100th of a unit or share) by the then Fair Market Value of one Exercise Share determined in accordance with the terms hereof. Payment of such amount shall be made
in cash or by check payable to the order of the Holder at the time of delivery of any certificate or certificates arising upon such exercise.

7.REGISTRATION RIGHTS.The Holder shall have the registration rights with respect to the Common Equity
Securities and the Warrant as set forth in that certain Registration Rights Agreement, dated as of July 27, 2004, as amended through the date hereof (the "Registration Rights Agreement") among
the Trust, the Company, GMH GP and the Holder. To the extent that this Warrant becomes exercisable for Exercise Shares other than the Common Equity Securities, each of the Trust and the Company agrees
to grant, or cause to be granted, to the Holder hereof the same registration rights

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with
respect to such Exercise Shares as are currently granted to the Holder in respect of the Common Equity Securities pursuant to the Registration Rights Agreement.

8.NO LIMITED PARTNER OR STOCKHOLDER RIGHTS OR LIABILITIES.This Warrant in and of itself shall not entitle the
Holder to any voting rights or other rights as a stockholder of the Trust or a limited partner of the Company (subject to the provisions of Section 5 above). No provision of this Warrant, in
the absence of affirmative action by the Holder to exercise this Warrant in exchange for units or shares of Common Equity Securities or any other equity securities issuable upon exercise of this
Warrant, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the Exercise Price or as a stockholder of the Trust or a limited
partner of the Company, whether such liability is asserted by the Trust or the Company or by creditors of the Trust or the Company.

9.TRANSFER OF WARRANT.Subject to the restriction on transfers set forth in the legend on the first page of
this Warrant and in Section 4.2 and applicable laws, this Warrant and all rights hereunder, in whole or in part, are transferable, by the Holder in person or by duly authorized attorney, upon
delivery of this Warrant and the form of assignment attached hereto as Annex B-1 or Annex B-2, as applicable, to any transferee designated by Holder.

10.PAYMENT OF TAXES ON STOCK CERTIFICATE ISSUES UPON EXERCISE.The initial issuance of certificates of Exercise
Shares upon any exercise of this Warrant shall be made without charge to the exercising Holder for any transfer, stamp or similar tax or for any other governmental charges that may be imposed in
respect of the issuance of such stock certificates, and such stock certificates shall be issued in the respective names of, or in such names as may be directed by, the Holder; provided,however, that neither the Trust nor the Company, as the case may be, shall be required to pay
any tax or such other charges that may be payable in respect of any transfer involved in the issuance and delivery of any such stock certificate, any new Warrants or other securities in a name other
than that of the Holder upon exercise of this Warrant (other than to an Affiliate), and neither the Trust nor the
Company shall be required to issue or deliver such certificates or other securities unless and until the Person or Persons requesting the issuance thereof shall have paid to the Trust or the Company,
as applicable, the amount of such tax or shall have established to the reasonable satisfaction of the Trust or the Company, as applicable, that such tax has been paid.

11.LOST, STOLEN, MUTILATED OR DESTROYED WARRANT.Upon receipt of evidence reasonably satisfactory to the Trust
and the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to
the Trust and the Company or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Trust and the Company shall issue a new Warrant, in lieu of the Warrant so lost,
stolen, destroyed or mutilated, of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation of the
Trust and the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.

12.EXCHANGE OF WARRANT; DIVISIBILITY OF WARRANT.Subject to compliance with Section 4.2 hereof, this
Warrant is exchangeable, without charge to any Holder, upon the surrender hereof by the Holder at the office or agency of the Trust or the Company, as the case may be, for one or more new Warrants of
the tenor representing in the aggregate the right to subscribe for and purchase the number of Exercise Shares which may be subscribed for and purchased hereunder, each of such new Warrants to
represent the right to subscribe for and purchase such number of shares as shall be designated by said Holder at the time of such surrender.

13.CLOSING OF BOOKS.Neither the Trust nor the Company will at any time close its transfer books against the
transfer of any Warrant or of any Exercise Shares issued or issuable upon

24

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the
exercise or conversion of any Warrant in any manner which interferes with the timely exercise or conversion of this Warrant.

14.NOTICES, ETC.All notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient or, if not,
then on the next Business Day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business
Day after deposit with a nationally recognized overnight courier, specifying next Business Day delivery, with written verification of receipt. All notices and other communications shall be sent to the
Trust, the Company or the Holder, respectively, at the address listed on the signature page hereof or at such other address as the Trust, the Company or the Holder, respectively, may designate by ten
(10) days' advance written notice to the other parties hereto.

15.ACCEPTANCE.Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the
terms and conditions contained herein.

16.JOINT AND SEVERAL LIABILITIES.The Trust and the Company shall be jointly and severally liable for all of
their obligations under this Warrant and for all of their obligations relating to the Exercise Shares issuable upon the exercise or conversion of this Warrant.

17.BINDING EFFECT ON SUCCESSORS.This Warrant shall be binding upon any Person succeeding the Trust, the
Company or GMH GP, as the case may be, by merger, consolidation or acquisition of all or substantially all of the Trust's, the Company's or GMH GP's, as the case may be, assets (to the extent provided
in Section 5), and all of the obligations of the Trust and the Company relating to the Exercise Shares issuable upon the exercise or conversion of this Warrant shall survive the exercise,
conversion and termination of this Warrant and all of the covenants and agreements of the Trust, the Company and GMH GP shall inure to the benefit of the successors and assigns of the Holder.

18.SURVIVAL.The representations, warranties, covenants and conditions of the respective parties contained
herein or made pursuant to this Warrant shall survive the execution, delivery and exercise of this Warrant and the delivery of Exercise Shares.

19.SEVERABILITY.In case any one or more of the provisions contained in this Warrant shall be invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties
shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions.

20.SECTION HEADINGS; ILLUSTRATIONS.The section headings used herein are for convenience of reference only, are
not part of this Warrant and are not to affect the construction of or be taken into consideration in interpreting this Warrant. The illustrations included herein are intended as examples of the
potential outcomes hereunder and not as a limitation of the intended effect of the provisions hereof.

21.NONWAIVER.No course of dealing or any delay or failure to exercise any right hereunder on the part of the
Holder shall operate as a waiver of such right or otherwise prejudice the Holder's rights, powers or remedies.

22.GOVERNING LAW.This Warrant and all rights, obligations and liabilities hereunder shall be governed and
construed in accordance with the law of the State of New York applicable to contracts made and to be performed in the State of New York without regard to principles of conflicts of law.

23.VENUE, CONSENT TO JURISDICTION, SERVICE OF PROCESS AND WAIVER OF JURY TRIAL.EACH OF THE TRUST AND THE
COMPANY CONSENTS TO THE NON-EXCLUSIVE

25

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JURISDICTION
AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED IN NEW YORK COUNTY, NEW YORK FOR ANY MATTER OR DISPUTE INVOLVING THIS WARRANT OR OTHERWISE ARISING OUT OF THIS AGREEMENT, WAIVES ANY
REQUIREMENT THAT SERVICE OF PROCESS BE MADE UPON IT IN PERSON, AGREES THAT SERVICE OF PROCESS MAY BE MADE AGAINST IT BY REGISTERED MAIL DIRECTED TO IT AT THE ADDRESS LISTED ON THE SIGNATURE PAGE
HEREOF OR AT SUCH OTHER ADDRESS AS IT MAY DESIGNATE BY TEN (10) DAYS' ADVANCE WRITTEN NOTICE TO THE OTHER PARTIES HERETO, AND AGREES THAT ANY SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON
ACTUAL RECEIPT THEREOF. EACH OF THE TRUST AND THE COMPANY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE INVOLVING THIS WARRANT OR OTHERWISE ARISING OUT OF THIS
AGREEMENT AND WAIVES ANY OBJECTION IT MIGHT HAVE TO VENUE OF ANY ACTION INSTITUTED IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 23.

24.AMENDMENTS.Each of the Trust and the Company may from time to time supplement, amend or otherwise modify
this Warrant without the Holder's approval to cure any ambiguity or to correct or supplement any provision contained herein that is inconsistent with any other provision herein or is otherwise
defective, or to include any other provision regarding matters or questions arising hereunder that the Trust and the Company deem necessary or desirable and that in each case do not, in the opinion of
the Holder, adversely affect the rights or interests of the Holder. Except as set forth in the preceding sentence, no amendment, supplement, restatement or termination of any provision of this Warrant
is binding unless it is in writing and signed by authorized representatives of each party hereto at the time of such amendment, supplement, restatement or termination. Any such amendment or waiver
shall be binding upon each future Holder and upon the Trust and the Company. In the event of a waiver or amendment and upon the request of the Trust and the Company, the Holder hereof shall submit
this Warrant to the Trust and the Company so that this Warrant be marked to indicate such amendment or waiver and any Warrant issued thereafter shall bear a similar notation referring to any such
amendment or continuing waiver. Any amendment of this Warrant shall be expressly approved in advance of the effectiveness of such amendment by either the Board of Trustees of the Trust or a committee
of the Board of Trustees of the Trust comprised solely of "non-employee" Trustees of the Trust as such term is defined in Rule 16b-3 under the Exchange Act., which
committee may include the Compensation Committee of such Board if it is so comprised.

25.SPECIFIC PERFORMANCE.Each Holder of this Warrant and Exercise Shares, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. Each of the Trust and the Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.

26.REIT PROTECTION COVENANTS OF THE TRUST AND THE COMPANY.

From
and after November 15, 2004 and until the earlier of (i) the occurrence of a Management Shift and (ii) except with respect to Section 26(d) hereof, the
date on which (A) the Holder has no direct or indirect interest in the Company (other than by or through a taxable REIT subsidiary), (B) the Holder owns no warrant or other right to
acquire any interest in the Company and (C) the Holder's aggregate ownership of interests in the Company and the Trust represents less than 5% of the value of the Company (in all such cases,
taking into account any options or other rights to acquire such interests) (the "Company Restricted Period"), GMH GP shall operate and manage the Company in compliance with all requirements of
Part II of Subchapter M of Chapter 1 of Subtitle A of the Code (or any successor or similar provisions thereto) such that, if at any time after November 15, 2004, the Company were
treated as a corporation for federal income tax purposes and were to elect REIT status

26

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under
Section 856(c) of the Code, the Company would qualify as a REIT within the meaning of Section 856 of the Code (determined by (i) assuming that the first taxable year of the
Company and its subsidiaries commences on November 15, 2004 and that their final taxable year ends on the date of the expiration of the Company Restricted Period (unless actions taken by the
Company prior to such date would, without regard to actions taken following such date, have prevented the Company from qualifying as a REIT for the taxable year which includes such date (but assuming
that such taxable year begins no earlier than November 15, 2004)), (ii) treating each entity that is treated as a corporation for federal income tax purposes in which the Company has a
direct or indirect interest as a having made a joint TRS election under Section 856(l) of the Code with respect to the Company to the extent necessary to avoid a REIT qualification issue, so
long as the provisions of clause (e) have been complied with and (iii) assuming that the Company satisfies the requirements of Section 856(a)(5) and Section 856(a)(6) of
the Code. From and after the IPO Date and until the earlier of (i) the occurrence of a Management Shift and (ii) the date on which (A) the Holder has no direct or indirect
interest in the Company (other than by or through a taxable REIT subsidiary), (B) the Holder owns no warrant or other right to acquire any interest in the Company and (C) the Holder's
aggregate ownership of interests in the Company and the Trust represents less than 5% by value of the value of the Company (in all such cases, taking into account any options or other rights to
acquire such interests) (the "Trust Restricted Period"), the Trust shall be operated and managed in compliance with all requirements of Part II of Subchapter M of Chapter 1 of Subtitle A of the
Code (or any successor or similar provisions thereto) such that the Trust will qualify as a REIT within the meaning of Section 856 of the Code; except as may result from any actions taken
following the Company Restricted Period. Without limiting the generality of the foregoing two sentences, each of the Trust and the Company and GMH GP agrees, for the benefit of the Holder, that during
the Company Restricted Period (in the case of the Company and GMH GP) and during the Trust Restricted Period (in the case of the Trust), neither the Trust, the Company nor GMH GP shall act, directly
or indirectly, in any manner that would result in violation of any of clauses (a) through (h) below without the prior written consent of the Holder. Except as specifically provided
otherwise in clause (b), for purposes of clauses (a) through (h) below, references to the Company shall include any corporation, partnership, limited liability company or other
entity in which the Company has a direct or indirect interest.

Except
as may be otherwise agreed to in writing by the Tax Director of Vornado:



27

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28

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29

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27.GENERAL PARTNER APPOINTMENT.If at any time the Class A Limited Partnership Interest has been
redeemed and an Initial Public Offering has not been consummated and the Holder holds Limited Partnership Units acquired pursuant to the exercise of this Warrant or the right to acquire such Limited
Partnership Units, then the Holder will have the right to appoint a general partner of the Company that will share equally in the management decisions of the Company with the existing general
partner(s) of the Company and the general and limited partners of the Company shall prepare and execute an amendment to the Company's limited partnership agreement to effectuate such appointment.

28.APPOINTMENT OF TRUSTEE.At the option of the Holder or, in the event of more than one Holder, at the option
of Vornado, in the event the Holder has exercised this Warrant and holds Common Shares or Limited Partnership Units acquired at an aggregate price of not less than $10 million, then the Holder
shall have the right, but not the obligation, to appoint Michael D. Fascitelli or such other executive officer of Vornado that is reasonably acceptable to the Trust, to the board of trustees of the
Trust. In the event the Holder has exercised this right of appointment, the Trust and
Gary M. Holloway agree to take such actions as are necessary to cause the person so appointed to be elected and re-elected by the shareholders of the Trust, including, but not limited to,
naming such person in any proxy statement and causing such person to be nominated by the nominating committee of the board for election and re-election to the Trust's board of trustees for
so long as (i) such person desires to serve and (ii) the Holder holds Common Shares or Limited Partnership Units acquired at an aggregate price of not less than $10 million.

29.OPT-OUTS FROM MARYLAND BUSINESS COMBINATION ACT AND MARYLAND CONTROL SHARE ACQUISITION ACT.The
Trust and Gary M. Holloway, as the sole shareholder of the Trust, covenant and agree that upon the Trust becoming the general partner of the Company, the Trust shall, by adopting a resolution of its
board of trustees or by amending its bylaws, as appropriate, ensure that (1) the acquisition by Vornado, any of its affiliates or any of its transferees and assigns of this Warrant, or Common
Shares or Limited Partnership Units pursuant to the exercise of this Warrant, is exempted from the provisions of Section 3-602 of the Maryland General Corporation Law, as applicable
to a Maryland real estate investment trust, pursuant to Section 3-603(c) of the Maryland General Corporation Law and (2) Title 3, Subtitle 7 of the Maryland General
Corporation Law, or any successor statute, as applicable to a Maryland real estate investment trust, shall not apply to any acquisition of Common Shares or Limited Partnership Units by Vornado, any of
its affiliates or any of its transferees and assigns.

30

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IN
WITNESS WHEREOF, the parties hereto have caused this Warrant to be executed by their respective duly authorized officers as of October 28, 2004.

| |  | GMH COMMUNITIES, LP                                                                                                                                                                
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                
| |  | By:                                                                                                                                                                                
| |  | Address:  10 Campus Boulevard
                 Newtown Square, Pennsylvania 19073
Facsimile No.: (610) 355-8001
(With a copy to Joseph M. Macchione,
Facsimile No.: (610) 325-2046)
| |  | GMH COMMUNITIES TRUST                                                                                                                                                              
| |  | By:                                                                                                                                                                                
| |  | Address:  10 Campus Boulevard
                 Newtown Square, Pennsylvania 19073
Facsimile No.: (610) 355-8001
(With a copy to Joseph M. Macchione,
Facsimile No.: (610) 325-2046)
| |  |                                                                                                                                                                                    

31

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| |  | GMH COMMUNITIES GP TRUST                                                                                                                                                           
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                
| |  | Address:  10 Campus Boulevard
                Newtown Square, Pennsylvania 19073
Facsimile No.: (610) 355-8001
(With a copy to Joseph M. Macchione,
Facsimile No.: (610) 325-2046) 
| |  | GMH COMMUNITIES GP, LLC                                                                                                                                                            
| |  | By:                                                                                                                                                                                
| |  | Address:  10 Campus Boulevard
                 Newtown Square, Pennsylvania 19073
Facsimile No.: (610) 355-8001
(With a copy to Joseph M. Macchione,
Facsimile No.: (610) 325-2046)
| |  | By:                                                                                                                                                                                
| |  | Address:  10 Campus Boulevard
                 Newtown Square, Pennsylvania 19073
Facsimile No.: (610) 355-8001
(With a copy to Joseph M. Macchione,
Facsimile No.: (610) 325-2046)
| |  |                                                                                                                                                                                    

32

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| |  | WARRANT HOLDER:                                                                                                           
| |  | --------------------------------------------------------------------------------------------------------------------------
| |  | VORNADO REALTY L.P.                                                                                                       
| |  | By:                                                                                                                       
| |  | By:                                                                                                                       
| |  | Address:  888 Seventh Avenue
                 New York, New York 10019
Facsimile No.: (212) 894-7035
ATTN: Dan Guglielmone

33

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Annex A-1

NOTICE OF EXERCISE

TO: GMH COMMUNITIES, LP

(1)   The
undersigned hereby elects to purchase on [insert exercise date]                        Class A common units of limited
partnership of GMH
Communities, LP pursuant to the terms of the attached Warrant and tenders herewith or is delivering by wire transfer to account
number                        at                
        (bank) payment of the exercise
price in full; and

(2)   Please
issue a certificate or certificates representing said common units of limited partnership in the name of the undersigned or in such other name as is specified
below:

|       |  |             
|------ |  | ------------
|       |  | (Name)      
|       |  | (Address)   
|       |  |             
|(Date) |  | (Signature) 
|       |  | (Print Name)

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Annex A-2

NOTICE OF EXERCISE

TO: GMH COMMUNITIES TRUST

(1)   The
undersigned hereby elects to purchase on [insert exercise date]                        common shares of beneficial interest of GMH
Communities Trust
pursuant to the terms of the attached Warrant and tenders herewith or is delivering by wire transfer to account
number                        at                
        (bank) payment of the exercise price in full;
and/or

(2)   Please
issue a certificate or certificates representing said common shares of beneficial interest in the name of the undersigned or in such other name as is specified
below:

|       |  |             
|------ |  | ------------
|       |  | (Name)      
|       |  | (Address)   
|       |  |             
|(Date) |  | (Signature) 
|       |  | (Print Name)

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Annex B-1

ASSIGNMENT FORM

(To
assign the foregoing Warrant, execute this form
and supply required information. Do not use this form
to purchase shares.)

FOR
VALUE RECEIVED, the right to purchase                Class A common units of limited partnership of GMH Communities, LP pursuant to the foregoing Warrant and all
other rights
evidenced thereby are hereby assigned to:

|         |  |                |  | 
|-------- |  | -------------- |  | 
|Name:    |  |                |  | 
|         |  | (Please Print)
|Address: |  |                |  | 
|         |  | (Please Print)
|Dated:   |  |                |  | 
|         |  |                |  | 

|                    |  |  |  | 
|------------------- |  |  |  | 
|Holder's Signature: |  |  |  | 
|                    |  |  |  | 
|Holder's Address:   |  |  |  | 
|                    |  |  |  | 

NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of this Warrant, without alteration or enlargement or any change whatever. Officers of corporations
and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

---



Annex B-2

ASSIGNMENT FORM

(To
assign the foregoing Warrant, execute this form
and supply required information. Do not use this form
to purchase shares.)

FOR
VALUE RECEIVED, the right to purchase                common shares of beneficial interest of GMH Communities Trust pursuant to the foregoing Warrant and all other rights
evidenced
thereby are hereby assigned to:

|         |  |                |  | 
|-------- |  | -------------- |  | 
|Name:    |  |                |  | 
|         |  | (Please Print)
|Address: |  |                |  | 
|         |  | (Please Print)
|Dated:   |  |                |  | 
|         |  |                |  | 

|                    |  |  |  | 
|------------------- |  |  |  | 
|Holder's Signature: |  |  |  | 
|                    |  |  |  | 
|Holder's Address:   |  |  |  | 
|                    |  |  |  | 

NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of this Warrant, without alteration or enlargement or any change whatever. Officers of corporations
and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

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