Exhibit 10.7


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is made and entered into as of [       ], 2012 by and
between West Coast Realty Trust, Inc., a Maryland corporation (the “Company”), and the holders of OP Units (as
defined herein) listed on Schedule A hereto (each an “Initial Holder” and, collectively, the “Initial
Holders”).


 


WHEREAS, the Company intends to engage
in various related transactions (collectively, the “IPO Transactions”) pursuant to which, among other things,
the Company will effect an initial public offering of common stock, par value $0.01 per share (the “Common Shares”);


 


WHEREAS, in connection with the IPO
Transactions, the Company intends to engage in certain formation transactions (the “Formation Transactions”)
pursuant to which, among other things, the Initial Holders will sell all of their equity interests in each of Howe & University
Village, LLC and Auburn & Douglas, LLC, each California limited liability companies, to WCRT Operating Partnership, L.P., a
Delaware limited partnership, of which the Company will be the sole general partner as of the closing date of the Formation Transactions
(the “Operating Partnership”), in exchange for an aggregate of 273,235 Class B limited partner units of the
Operating Partnership (the “OP Units”) to be issued by the Operating Partnership on the closing date
of the Formation Transactions, in the amounts set forth on Schedule A hereto;


 


WHEREAS, pursuant to the terms of
Section 8.4 and the other related provisions of the Limited Partnership of the Operating Partnership, to be entered into as of
the closing date of the Formation Transactions (such agreement, as amended from time to time, the “Partnership Agreement”),
commencing on the first anniversary of the date of the IPO Closing Date (as defined herein), and subject to the various limitations
contained in the Partnership Agreement and other instruments being delivered in connection with the Formation Transactions, the
Initial Holders will be entitled to redeem their OP Units for cash or, at the Company’s election, Common Shares; and


 


WHEREAS, the Company has agreed to
grant to the Initial Holders (and their permitted assignees and transferees) the registration rights described in this Agreement
(the “Registration Rights”) with respect to the Registrable Securities (as defined herein) held by them.


 


NOW, THEREFORE, the parties hereto,
in consideration of the foregoing, the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which are acknowledged, hereby agree as follows:


 


SECTION 1.      DEFINITIONS


 


The following capitalized terms used herein
have the following meanings.


 


“144 Date” is defined
in Section 2.1(b) hereof.


 


“Agreement” is defined
in the preamble hereto.


 



    	 



    	 



    

 


“Blackout Period” is
defined in Section 2.2(f) hereof.


 


“Business Day” any Monday,
Tuesday, Wednesday, Thursday or Friday, other than a day on which banks and other financial institutions are authorized or required
to be closed for business in the State of New York.


 


“Commission” means the
U.S. Securities and Exchange Commission.


 


“Common Shares” is defined
in the recitals hereto.


 


“Company” is defined
in the preamble hereto.


 


“Formation Transactions”
is defined in the recitals hereto.


 


“Demand Registration”
is defined in Section 2.2(a) hereof


 


“Demand Registration Notice”
is defined in Section 2.2(a) hereof.


 


“Demand Registration Statement”
is defined in Section 2.2(a) hereof.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


“Holder” means (a) any
Initial Holder who is the record or beneficial owner of any Registrable Security or (b) any assignee or transferee of such
Initial Holder (including as a result of any assignment or transfers in connection with the foreclosure on any loans secured by
the Registrable Securities).


 


“Initial Holder” is defined
in the preamble hereto.


 


“IPO Closing Date” means
the closing date of the Company’s initial public offering as described in the Company’s Registration Statement on Form
S-11, as originally filed with the SEC on May 14, 2012, as amended.


 


“IPO Transactions” is
defined in the recitals hereto.


 


“Issuer Registration Statement”
is defined in Section 2.1(a) hereof.


 


“OP Units” is defined
in the recitals hereto.


 


“Operating Partnership”
is defined in the recitals hereto.


 


“Partnership Agreement”
is defined in the recitals hereto.


 


“Person” means any individual,
corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, other entity, any
federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity
on behalf of any of the foregoing.


 



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“Prospectus” means the
prospectus or prospectuses included in any Issuer Registration Statement and any Demand Registration Statement or other registration
statement contemplated by Section 2.1 and Section 2.2(a) including any documents incorporated therein
by reference.


 


“Redemption Shares” means
the Common Shares issued to Holders upon redemption of OP Units held by such Holders.


 


“Registrable Securities”
means the Redemption Shares and any Common Shares issued to a Holder with respect to the Redemption Shares by way of share dividend
or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or
otherwise and any Common Shares or voting common shares issuable upon conversion, exercise or exchange of the Redemption Shares.


 


“Registration Rights”
is defined in the recitals hereto.


 


“Registration Statement”
means an Issuer Registration Statement and related prospectus (including any preliminary prospectus) and a Demand Registration
Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy a Holder’s
Registration Rights under this Agreement, including, in each case, any documents incorporated therein by reference.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Suspension Event” is
defined in Section 2.3(a) hereof.


 


SECTION 2.      REGISTRATION
RIGHTS


 


2.1         Issuer
Registration Statement.


 


(a)          Subject
to Section 2.3 hereof, the Company shall use commercially reasonable efforts to cause to be filed, during the period
beginning fifteen (15) days prior to the date the Holders are first permitted to redeem their OP Units pursuant to the Partnership
Agreement, and ending fifteen (15) days thereafter, with the Commission a registration statement and related prospectus (the “Issuer
Registration Statement”) that comply as to form in all material respects with applicable Commission rules providing
for the registration of the Registrable Securities that may be issued to such Holders upon redemption of OP Units held by such
Holders.  The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the
Issuer Registration Statement, if filed, to be declared effective by the Commission as soon as practicable after the filing thereof.


 



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(b)          Subject
to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Issuer Registration Statement
continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until
the later of the date on which: (i) no such Holder owns any Registrable Securities or (ii) the Registrable Securities are eligible
for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations
or other restrictions on transfer thereunder (the “144 Date”).  In the event that the Registrable Securities
are issued to any Holder by the Company pursuant to an Issuer Registration Statement, the Company shall be deemed to have satisfied
all of its registration obligations under this Agreement in respect of such Registrable Securities.


 


2.2         Demand
Registration Rights.


 


(a)          Demand
Registration. Subject to Sections 2.2(d) and 2.3 hereof, at any time after the date that is 365 days
after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”)
informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and
specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). 
Upon receipt of a Demand Registration Notice from a Holder requesting registration of any or all of such Holder’s Registrable
Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration
statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission
and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which
event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect
to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable
after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new
registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis
(any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand
Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing
for the sale by such Holder or group of Holders of such Registrable Securities.  The Company agrees (subject to Section 2.3
hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission
as soon as practicable.


 


(b)          Subject
to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement
continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until
the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement,
(ii) the 144 Date or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities
registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without
limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional
Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such
Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing
shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have
satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so
included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order
of the Commission).


 



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(c)          Notice
to Holders.  Upon receipt of a valid Demand Registration Notice, the Company shall give written notice of the proposed
filing of the Demand Registration Statement to all other Holders as soon as practicable, and each Holder who wishes to participate
in such Demand Registration Statement shall notify the Company in writing within ten (10) Business Days after the receipt
by the Holder of the notice from the Company, and shall specify in such notice the number of Registrable Securities to be included
in the Demand Registration Statement.


 


(d)          Offers
and Sales.  All offers and sales of Registrable Securities covered by a Demand Registration Statement by the Holder thereof
shall be completed within the period during which such Demand Registration Statement remains effective and not the subject of any
stop order, injunction or other order of the Commission.  Upon notice that such Demand Registration Statement is no longer
effective, no Holder will offer or sell the Registrable Securities covered by such Demand Registration Statement.  If directed
in writing by the Company, each Holder will return all undistributed copies of the related Prospectus in such Holder’s possession
upon the expiration of such period.


 


(e)          Limitations
on Demand Registration Rights.  During any period when the Company is not eligible to file a registration statement on
Form S-3, each Holder and its permitted assignees collectively shall be entitled to two (2) exercises of the Registration
Rights under Section 2.2(a); provided, that during any period when the Company is eligible to file a registration
statement on Form S-3, each Holder and its permitted assignees shall have no limitation on the number of exercises of the Demand
Registration Rights under Section 2.2(a); provided, however, that the Holders, collectively and as a
group, shall not be permitted under any circumstances to exercise the Demand Registration Rights under Section 2.2(a) more
than once in any consecutive six (6) month period and the Company shall not be obligated to effect any Demand Registration
Statement within six (6) months after the effective date of a previous Demand Registration Statement.  Notwithstanding
the foregoing, if a Registration Statement has not been declared effective by the Commission within one hundred twenty (120) days
after the original filing date or is suspended for more than ninety (90) days at any one time, the Holders shall be deemed
not to have exercised their Demand Registration Rights under Section 2.2(a).  Each Holder’s Demand Registration
Rights granted pursuant to this Section 2.2(a) shall expire upon the 144 Date.  The Demand Registration Rights
granted pursuant to this Section 2.2(a) may not be exercised by any Holder in connection with any underwritten
public offering by the Company without the prior written consent of the Company.


 


(f)          Black-Out
Period.  Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter
of securities of the Company, directly or indirectly sell, offer to sell (including without limitation any short sale), grant any
option or otherwise transfer or dispose of any Registrable Securities (other than to donees or affiliates of such Holder who agree
to be similarly bound) within seven (7) days prior to and for up to sixty (60) days, in the event of any subsequent offering,
following the effective date of a registration statement of the Company filed under the Securities Act or the date of an underwriting
agreement with respect to an underwritten public offering of the Company’s securities (the “Black-Out Period”);
provided, however, that:


 



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(i)          with
respect to the Black-Out Period, such agreement shall not be applicable to the Registrable Securities to be sold on such Holder’s
behalf to the public in an underwritten offering pursuant to such registration statement;


 


(ii)         such
Holder shall be allowed any concession or proportionate release from sale restriction allowed to any officer, director or other
5% or greater shareholder of the Company that entered into similar agreements; and


 


(iii)        no
Holder shall be subject to more than two (2) Black-Out Periods in any one (1) calendar year.


 


In order to enforce the foregoing covenant, the Company shall
have the right to place restrictive legends on the certificates representing the Registrable Securities subject to this Section 2.2(f) and
to impose stop transfer instructions with respect to the Registrable Securities and such other Common Shares of any Holder (and
the Common Shares or securities of every other Person subject to the foregoing restriction) until the end of such period.


 


2.3         Suspension
of Offering.


 


(a)          Notwithstanding
Sections 2.1 and 2.2 hereof, the Company shall be entitled to postpone the filing of a Registration Statement, and
from time to time to require Holders not to sell under a Registration Statement or to suspend the effectiveness thereof, if: (i) the
Company is actively pursuing an underwritten primary offering of equity securities of the Company, or (ii) the negotiation
or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation
or event would require additional disclosure by the Company in the Registration Statement of material information which the Company
has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be
expected, in the Company’s reasonable determination, to cause the Registration Statement to fail to comply with applicable
disclosure requirements (each such circumstance a “Suspension Event”); provided, however, that
the Company may not delay, suspend or withdraw such Registration Statement for more than ninety (90) days at any one time,
or more than twice in any twelve (12) month period.  Upon receipt of any written notice from the Company of the happening
of any Suspension Event during the period the Registration Statement is effective or if as a result of a Suspension Event the Registration
Statement or related Prospectus contains any untrue statement of a material fact or omits to state any material fact required to
be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the
case of the Prospectus) not misleading, each Holder agrees that (x) such Holder will immediately discontinue offers and sales
of the Registrable Securities under such Registration Statement until the Holder receives copies of a supplemental or amended Prospectus
(which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and
receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may
resume such offers and sales, and (y) such Holder will maintain the confidentiality of any information included in the written
notice delivered by the Company unless otherwise required by law or subpoena.  If so directed by the Company, each Holder
will deliver to the Company all copies of the Prospectus covering the Registrable Securities current at the time of receipt of
such notice, other than permanent file copies then in the possession of such Holder’s counsel.


 



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(b)          If
all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date taking into
account any permissible extension, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer,
sell or distribute any Registrable Securities pursuant to any Registration Statement or to require the Company take action with
respect to the registration or sale of any Registrable Securities pursuant to any Registration Statement shall be suspended until
the date on which the Company has filed such reports, and the Company shall notify the Holders in writing as promptly as practicable
when such suspension is no longer required.


 


2.4         Qualification.
The Company shall file such documents as necessary to register or qualify the Registrable Securities to be covered by a Registration
Statement by the time such Registration Statement is declared effective by the Commission under all applicable state securities
or “blue sky” laws of such jurisdictions as any Holder may reasonably request in writing, and shall use commercially
reasonable efforts to keep each such registration or qualification effective during the period such Registration Statement is required
to be kept effective pursuant to this Agreement or during the period offers or sales are being made by the Holders, whichever is
shorter, and to do any and all other similar acts and things which may be reasonably necessary or advisable to enable the Holders
to consummate the disposition of such Registrable Securities in each such jurisdiction; provided, however, that the
Company shall not be required to: (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer
in such jurisdiction where it would not otherwise be required to qualify but for this Agreement, (ii) take any action that
would cause it to become subject to any taxation in any jurisdiction where it would not otherwise be subject to such taxation or
(iii) take any action that would subject it to the general service of process in any jurisdiction where it is not then so
subject.


 


2.5         Additional
Obligations of the Company. When the Company is required to effect the registration of Registrable Securities under the Securities
Act pursuant to Sections 2.1 and 2.2 of this Agreement, subject to Section 2.3 hereof, the Company shall:


 


(a)          prepare
and file with the Commission such amendments and supplements as to the Registration Statement and the Prospectus used in connection
therewith as may be necessary (i) to keep such Registration Statement effective and (ii) to comply with the provisions
of the Securities Act with respect to the disposition of the Registrable Securities covered by such Registration Statement, in
each case for such time as is contemplated in Sections 2.1 and 2.2;


 


(b)          furnish,
without charge, to the Holders such number of copies of the Registration Statement, each amendment and supplement thereto (in each
case including all exhibits), and the Prospectus included in such Registration Statement (including each preliminary Prospectus)
in conformity with the requirements of the Securities Act as the Holders may reasonably request in order to facilitate the public
sale or other disposition of the Registrable Securities owned by the Holders;


 



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(c)          notify
the Holders: (i) when the Registration Statement, any pre-effective amendment, the Prospectus or any prospectus supplement
related thereto or post-effective amendment to the Registration Statement has been filed, and, with respect to the Registration
Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any proceedings for that purpose,
and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable
Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation of any proceeding
for such purpose;


 


(d)          promptly
use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement,
and, if any such order suspending the effectiveness of a Registration Statement is issued, shall promptly use commercially reasonable
efforts to obtain the withdrawal of such order at the earliest possible moment;


 


(e)          following
receipt of a Demand Registration Notice and thereafter until the sooner of completion, abandonment or termination of the offering
or sale contemplated thereby and the expiration of the period during which the Company is required to maintain the effectiveness
of the related Registration Statement, promptly notify the Holders: (i) of the existence of any fact of which the Company
is aware or the happening of any event which has resulted in (A) the Registration Statement, as then in effect, containing
an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make
any statements therein not misleading or (B) the Prospectus included in such Registration Statement containing an untrue statement
of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein,
in the light of the circumstances under which they were made, not misleading, and (ii) of the Company’s reasonable determination
that a post-effective amendment to the Registration Statement would be appropriate or that there exist circumstances not yet disclosed
to the public which make further sales under such Registration Statement inadvisable pending such disclosure and post-effective
amendment; and, if the notification relates to any event described in either of the clauses (i) or (ii) of this Section 2.4(e),
subject to Section 2.2 above, at the request of the Holders, the Company shall prepare and, to the extent the exemption
from the prospectus delivery requirements in Rule 172 under the Securities Act is not available, furnish to the Holders a
reasonable number of copies of a supplement or post-effective amendment to such Registration Statement or related Prospectus or
file any other required document so that (1) such Registration Statement shall not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading
and (2) as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus shall
not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 



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(f)          use
commercially reasonable efforts to cause all such Registrable Securities to be listed on the national securities exchange on which
the Common Shares are then listed, if the listing of Registrable Securities is then permitted under the rules of such national
securities exchange; and


 


(g)          if
requested by any Holder participating in the offering of Registrable Securities, incorporate in a prospectus supplement or post-effective
amendment such information concerning the Holder or the intended method of distribution as the Holder reasonably requests to be
included therein and is reasonably necessary to permit the sale of the Registrable Securities pursuant to the Registration Statement,
including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price
being paid therefor and any other material terms of the offering of the Registrable Securities to be sold in such offering; provided,
however, that the Company shall not be obligated to include in any such prospectus supplement or post-effective amendment
any requested information that is not required by the rules of the Commission and is unreasonable in scope compared with the
Company’s most recent prospectus or prospectus supplement used in connection with a primary or secondary offering of equity
securities by the Company.


 


2.6         Obligations
of the Holder.  In connection with any Registration Statement utilized by the Company to satisfy the Registration Rights
pursuant to this Section 2, each Holder agrees to cooperate with the Company in connection with the preparation of
the Registration Statement, and each Holder agrees that it will (i) respond within ten (10) Business Days to any written
request by the Company to provide or verify information regarding the Holder or the Holder’s Registrable Securities (including
the proposed manner of sale) that may be required to be included in such Registration Statement and related Prospectus pursuant
to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed
distribution by the Holder of the Registrable Securities and such other information as may be requested by the Company from time
to time in connection with the preparation of and for inclusion in the Registration Statement and related Prospectus.


 


SECTION 3.     
 INDEMNIFICATION; CONTRIBUTION


 


3.1         Indemnification
by the Company.  The Company agrees to indemnify and hold harmless each Holder and each Person, if any, who controls any
Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and any of their partners,
members, officers, trustees, employees or representatives, as follows:


 


(a)          against
any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant
to which the Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference,
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements
therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained
in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission
or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;


 



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(b)          against
any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission,
if such settlement is effected with the written consent of the Company; and


 


(c)          against
any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating,
preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or
threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above;
provided, however, that the indemnity provided pursuant to this Section 3.1 does not apply to any Holder
with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement
or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished
to the Company by such Holder expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or
any amendment or supplement thereto), or (B) any Holder’s failure to deliver an amended or supplemental Prospectus furnished
to such Holder by the Company, if such loss, liability, claim, damage, judgment or expense would not have arisen had such delivery
occurred.


 


3.2         Indemnification
by Holder. Each Holder (and each permitted assignee of such Holder, on a several basis) severally and not jointly agrees to
indemnify and hold harmless the Company, and each of its directors and officers (including each director and officer of the Company
who signed a Registration Statement), each Person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act and each other Holder as follows:


 


(a)          against
any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant
to which the Registrable Securities of such Holder were registered under the Securities Act, including all documents incorporated
therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement
of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein
by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading;


 



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(b)          against
any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission,
if such settlement is effected with the written consent of such Holder; and


 


(c)          against
any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating,
preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or
threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or
(ii) above;


 


provided, however, that the
indemnity provided pursuant to this Section 3.2 shall only apply with respect to any loss, liability, claim, damage,
judgment or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in the
Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) any Holder’s
failure to deliver an amended or supplemental Prospectus furnished to the Holder by the Company, if such loss, liability, claim,
damage or expense would not have arisen had such delivery occurred.  Notwithstanding the provisions of this Section 3.2,
a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, trustees or control persons with
respect to any amount in excess of the amount of the net proceeds actually received by such Holder or such permitted assignee,
as the case may be, from sales of the Registrable Securities of such Holder under the Registration Statement that is the subject
of the indemnification claim.


 



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3.3         Conduct
of Indemnification Proceedings.  An indemnified party hereunder shall give reasonably prompt notice to the indemnifying
party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so
notify the indemnifying party (i) shall not relieve the indemnifying party from any liability which it may have under the
indemnity agreement provided in Sections 3.1 or 3.2 above, unless and only to the extent it did not otherwise learn
of such action and the lack of notice by the indemnified party results in the forfeiture by the indemnifying party of substantial
rights and defenses, and (ii) shall not, in any event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided under Sections 3.1 or 3.2 above.  If the indemnifying
party so elects within a reasonable time after receipt of such notice, the indemnifying party may assume the defense of such action
or proceeding at such indemnifying party’s own expense with counsel chosen by the indemnifying party and approved by the
indemnified party, which approval shall not be unreasonably withheld; provided, however, that the indemnifying party
will not settle, compromise or consent to the entry of any judgment with respect to any such action or proceeding without the written
consent of the indemnified party unless such settlement, compromise or consent secures the unconditional release of the indemnified
party of all liability at no cost or expense to the indemnified party; and provided further, that, if the indemnified
party reasonably determines that a conflict of interest exists where it is advisable for the indemnified party to be represented
by separate counsel or that, upon advice of counsel, there may be legal defenses available to it which are different from or in
addition to those available to the indemnifying party, then the indemnifying party shall not be entitled to assume such defense
and the indemnified party shall be entitled to separate counsel at the indemnifying party’s expense. If the indemnifying
party is not entitled to assume the defense of such action or proceeding as a result of the second proviso to the preceding sentence,
the indemnifying party’s counsel shall be entitled to conduct the indemnifying party’s defense and counsel for the
indemnified party shall be entitled to conduct the defense of the indemnified party, it being understood that both such counsel
will cooperate with each other to conduct the defense of such action or proceeding as efficiently as possible. If the indemnifying
party is not so entitled to assume the defense of such action or does not assume such defense, after having received the notice
referred to in the first sentence of this paragraph, the indemnifying party will pay the reasonable fees and expenses of counsel
for the indemnified party. In such event, however, the indemnifying party will not be liable for any settlement effected without
the written consent of the indemnifying party (which consent will not be unreasonably withheld). If an indemnifying party is entitled
to assume, and assumes, the defense of such action or proceeding in accordance with this paragraph, the indemnifying party shall
not be liable for any fees and expenses of counsel for the indemnified party incurred thereafter in connection with such action
or proceeding.


 


SECTION 4.      EXPENSES


 


The Company shall pay all expenses incident
to the performance by the Company of its registration obligations under Section 2 above, including (i) Commission,
stock exchange and FINRA registration and filing fees, (ii) all fees and expenses incurred in complying with securities or
“blue sky” laws (including reasonable fees, charges and disbursements of counsel to any underwriter incurred in connection
with “blue sky” qualifications of the Registrable Securities as may be set forth in any underwriting agreement), (iii) all
printing, messenger and delivery expenses, and (iv) the fees, charges and expenses of counsel to the Company and of its
independent public accountants and any other accounting fees, charges and expenses incurred by the Company (including, without
limitation, any expenses arising from any “comfort” letters or any special audits incident to or required by any registration
or qualification).  Each Holder shall be responsible for the payment of any brokerage and sales commissions, fees and disbursements
of such Holder’s counsel, accountants and other advisors, and any transfer taxes relating to the sale or disposition of the
Registrable Securities by such Holder pursuant to this Agreement.


 


SECTION 5.      RULE
144 COMPLIANCE


 


The Company covenants that it will use its
commercially reasonable best efforts to timely file the reports required to be filed by the Company under the Securities Act and
the Exchange Act so as to enable the Holders to sell the Registrable Securities pursuant to Rule 144 under the Securities
Act.  In connection with any sale, transfer or other disposition by a Holder of any Registrable Securities pursuant to Rule 144
under the Securities Act, the Company shall cooperate with the Holder to facilitate the timely preparation and delivery of certificates
representing the Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such
Registrable Securities to be for such number of shares and registered in such names as such Holder may reasonably request at least
five (5) Business Days prior to any sale of Registrable Securities hereunder.


 



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SECTION 6.      MISCELLANEOUS


 


6.1         Integration;
Amendment.  This Agreement constitutes the entire agreement among the parties hereto with respect to the matters set forth
herein and supersedes and renders of no force and effect all prior or contemporaneous oral or written agreements, commitments and
understandings among the parties with respect to the matters set forth herein. Except as otherwise expressly provided in this Agreement,
no amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed
by each of the parties hereto.


 


6.2         Waivers. 
No waiver by a party hereto shall be effective unless made in a written instrument duly executed by the party against whom such
waiver is sought to be enforced, and only to the extent set forth in such instrument. Neither the waiver by any of the parties
hereto of a breach or a default under any of the provisions of this Agreement, nor the failure of any of the parties, on one or
more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter
be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights
or privileges hereunder.


 


6.3         Assignment;
Successors and Assigns.  This Agreement and the rights granted hereunder may not be assigned by a Holder without the prior
written consent of the Company; provided, however, that a Holder may assign its rights and obligations hereunder,
without such consent, in connection with a transfer of some or all of such Holder’s Registrable Securities: (i) to the
extent permitted under the Operating Partnership , as applicable, and (ii) provided such transferee agrees in writing to be
bound by all of the provisions hereof and the Holder provides written notice to the Company within ten (10) days of the effectiveness
of such assignment.  This Agreement shall inure to the benefit of and be binding upon all of the parties hereto and their
respective heirs, executors, personal and legal representatives, successors and permitted assigns, including, without limitation,
any successor of the Company by merger, acquisition, reorganization, recapitalization or otherwise.


 


6.4         Notices. 
All notices called for under this Agreement shall be in writing and shall be deemed duly given (a) on the date of delivery
if delivered personally, (b) on the first Business Day following the date of dispatch if delivered by a nationally recognized
next-day courier service, (c) on the fifth Business Day following the date of mailing if delivered by registered or certified
mail, return receipt requested, postage prepaid, or (d) if sent by facsimile transmission during business hours on a Business
Day, when transmitted and receipt is confirmed, or otherwise on the following Business Day.  All notices hereunder shall be
delivered to the parties at the addresses set forth opposite their signatures below, or to any other address or addressee as any
party entitled to receive notice under this Agreement shall designate, from time to time, to others in the manner provided in this
Section 6.4 for the service of notices; provided, however, that notices of a change of address shall
be effective only upon receipt thereof.


 



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6.5         Specific
Performance.  The parties hereto acknowledge that the obligations undertaken by them hereunder are unique and that there
would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each
party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to: (i) compel specific
performance of the obligations, covenants and agreements of any other party under this Agreement in accordance with the terms and
conditions of this Agreement and (ii) obtain preliminary injunctive relief to secure specific performance and to prevent a
breach or contemplated breach of this Agreement in any court of the United States or any State thereof having jurisdiction.


 


6.6         Governing
Law.  This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall
be governed by and construed in accordance with the laws of the State of Maryland (excluding the conflict of law provisions thereof).


 


6.7         Headings. 
Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed
to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of
any of the provisions hereof.


 


6.8         Pronouns. 
All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the
identity of the person or entity may require.


 


6.9         Execution
in Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but
all of which together shall constitute one and the same agreement.  This Agreement may be executed and delivered by facsimile
or email/.pdf signatures.


 


6.10       Severability. 
If fulfillment of any provision of this Agreement, at the time such fulfillment shall be due, shall transcend the limit of validity
prescribed by law, then the obligation to be fulfilled shall be reduced to the limit of such validity; and if any provision of
this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not in any way be affected or impaired thereby.


 


6.11       No
Third Party Beneficiaries.  Except as may be expressly provided herein (including without limitation Section 3 hereof),
it is the explicit intention of the parties hereto that no person or entity other than the parties hereto is or shall be entitled
to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings
and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto
or their respective successors, heirs, executors, administrators, legal representatives and permitted assigns.


 



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6.12       Legend
Removal.  The Company, upon the request of any Holder of Registrable Securities, shall use its commercially reasonable
efforts to remove any legend from the certificates representing such Registrable Securities with respect to the Securities Act
and any state securities laws, and shall cause the termination of any related stop transfer orders, if (a) such Registrable
Securities are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities
Act without any volume limitations or other restrictions on transfer under paragraphs (c), (e), (f) and (h) of Rule 144
and (b) such Holder provides the Company with a representation letter in customary form reasonably sufficient to establish
that such limitations and restrictions under paragraphs (c), (e), (f) and (h) of Rule 144 do not apply to such Registrable
Securities.  Such Holder further agrees to indemnify the Company against any loss, cost or expenses, including reasonable
expenses and attorney’s fees, incurred as a result of such legend removal on such Holder’s behalf; provided,
however, that the foregoing indemnification shall not apply to a Holder that is a governmental entity unless such Holder
is authorized by applicable law to provide such indemnification.


 


IN WITNESS WHEREOF, each of the undersigned
has caused this Agreement to be duly executed and delivered in its name and on its behalf as of the date first written above.


 


	Address:	 	THE COMPANY:
	 	 	 
	650 Howe Avenue, Suite 730	 	WEST COAST REALTY TRUST, INC.
	Sacramento, CA 95825	 	 
	Fax Number: (916) 927-6759	 	 
	 	 	 
	 	 	By:	 
	 	 	Name:	Jeffrey B. Berger
	 	 	Title:	President and Chief Executive Officer
	 	 	 
	Address: See Schedule A for the addresses of the Initial Holders	 	INITIAL HOLDERS:
	 	 	University Capital Management, Inc.
	 	 	 
	 	 	By:	 
	 	 	Name:	Jeffrey B. Berger
	 	 	Title: President and Chief Executive Officer
	 	 	 
	 	
	 	Richard P. Bernstein


 



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Schedule A


 


Initial Holders and OP Units


 


	Initial Holder:	 	Address:	 	OP Units:
	 	 	 	 	 
	University Capital Management Inc.	 	2443 Fair Oaks Boulevard, No, 368	 	186,986 Class B
	 	 	
        Sacramento, CA 95825

        Fax Number: (916) 929-5472
	 	 
	 	 	Attn: Jeffrey B. Berger	 	 
	 	 	 	 	 
	Richard P. Bernstein	 	
        Law Offices of Richard P. Bernstein

        650 Howe Avenue, Suite 730

        Sacramento, CA 95825

        Fax Number: (916) 921-7712
	 	86,249 Class B


 



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