Exhibit 4.2


 


THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1)
AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS,
OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


IN ADDITION, THIS WARRANT AND THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF
ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES
BY ANY PERSON UNTIL ______________, 2013, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(G)(2).


 


WEST
COAST REALTY TRUST, inc. 


 


REPRESENTATIVE’S WARRANT


 


____________ Common Shares


 


_________,
2012


 


This REPRESENTATIVE’S
WARRANT (this “Warrant”) of West Coast Realty Trust, Inc., a corporation duly organized and validly existing
under the laws of the State of Maryland (the “Company”), is being issued pursuant to that certain Underwriting
Agreement, dated as of ___________, 2012 (the “Underwriting Agreement”), by and between the Company and Maxim
Group LLC, as representative of the underwriters (the “Representative”), relating to a firm commitment public
offering (the “Offering”) of an aggregate of _____________ shares of common stock, par value of $0.01 of the
Company (each a “Common Share” and collectively, the “Common Shares”) underwritten by the
Representative and the underwriters named in the Underwriting Agreement.


 


FOR VALUE RECEIVED,
the Company hereby grants to Maxim Group LLC and its permitted successors and assigns (collectively, the “Holder”)
the right to purchase from the Company up to _________________ Common Shares (such Common Shares underlying this Warrant, the “Warrant
Shares”), at a per share purchase price equal to $___________ (the “Exercise Price”), subject to the
terms, conditions, and adjustments set forth below in this Warrant.


 



    	 



    	 



    

 


1.     
     Vesting of Warrant. This Warrant shall vest and become exercisable on the six (6) month
anniversary of the Base Date (the “Vesting Date”). For purposes of this Warrant, the “Base
Date” shall mean __________, 2012. Except as otherwise provided for herein or as permitted by applicable rules of
the Financial Industry Regulatory Authority (“FINRA”), this Warrant shall not be sold, transferred,
assigned, pledged, or hypothecated prior to the Vesting Date.


 


2.           Expiration
of Warrant. This Warrant shall expire on the five (5) year anniversary of the Base Date (the “Expiration Date”).


 


3.           Exercise
of Warrant. This Warrant shall be exercisable pursuant to the terms of this Section 3.


 


3.1         Manner of Exercise.


 


(a)          Exercise
of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Vesting
Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Form of Exercise
Notice annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered
Holder at the address of such Holder appearing on the books of the Company); and, within three (3) Business Days (as defined below)
of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise
Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, if this Warrant
is being exercised other than pursuant to a “cashless” exercise as described below. Notwithstanding anything herein
to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased
all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender
this Warrant to the Company for cancellation within three (3) Business Days of the date the final Notice of Exercise is delivered
to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to
the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases. The Company shall deliver any objection to any Form of Exercise Notice within
one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be
controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge
and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder,
the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face
hereof. As used in this Warrant, “Business Day” shall mean any day other than a Saturday, Sunday, or
any day on which the major stock exchanges in New York, New York are not open for business. 
The Notice of Exercise shall be executed by the Holder of this Warrant and shall indicate the number of Warrant Shares then being
purchased pursuant to such exercise. Upon surrender of this Warrant Certificate, together with appropriate payment of the Exercise
Price for the Warrant Shares purchased, the Holder shall be entitled to receive a certificate or certificates for the Common Shares
so purchased. The Exercise Price may be paid in a “cashless” or “cash” exercise or a combination thereof
pursuant to Section 3.1(b) and Section 3.1(c) below.


 



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(b)          If
the Form of Notice of Exercise elects a “cashless” exercise, the Holder shall thereby be entitled to receive a number
of Common Shares determined as follows:


 


X = Y [(A – B)/A]


 


where:


 


X = the number of Warrant Shares
to be issued to the Holder.


 


Y = the number of Warrant Shares
with respect to which this Warrant is being exercised.


 


A
= the Fair Market Value of one share of Common Stock on the Exercise Date.


 


B = the Exercise Price.


 


For purposes of this
Section 3.1(b), “Fair Market Value” shall be defined as follows:


 


(1)         if
the Common Stock is traded on a national securities exchange, the the Fair Market Value shall be deemed average of the Closing
Prices over a five trading day period ending on the Exercise Date. For the purposes of this Warrant, “Closing Price”
means the final price at which one share of Common Stock is traded during any trading day; or


 


(2)         if
the Common Stock is traded over-the-counter (e.g., the OTCBB or OTCQB Markets), the Fair Market Value shall be deemed to be the
average of the Closing Prices over the thirty (30) day period ending on the Exercise Date; or


 


(3)         if
neither (1) nor (2) is applicable, the Fair Market Value shall be at the commercially reasonable price per share which the Company
could obtain on the Exercise Date from a willing third party buyer (not a current employee or director) for shares of Common Stock
sold by the Company, from authorized but unissued shares, as determined in good faith by the Company’s Board of Directors.


 


If the Notice of Exercise
form elects a “cash” exercise, the Exercise Price per Common Share for the shares then being exercised shall be payable
in cash or by certified or official bank check.


 


3.2         When
Exercise Effective. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business
on the Business Day on which this Warrant shall have been duly surrendered to the Company and, at such time, the Holder in whose
name any certificate or certificates for Warrant Shares shall be issuable upon exercise as provided in Section 3.3 hereof shall
be deemed to have become the Holder or Holders of record thereof of the number of Warrant Shares purchased upon exercise of this
Warrant.



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3.3           Delivery
of Common Share Certificates and New Warrant. Certificates for shares purchased hereunder shall be transmitted by the transfer
agent (or by the Company in the event the Company has no transfer agent and, in such event certificates must be transmitted by
physical delivery to the Holder) of the Company to the Holder by crediting the account of the Holder’s prime broker with
the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company
is a participant in such system, and otherwise by physical delivery of certificates to the address specified by the Holder in the
Form of Exercise Notice within three (3) Business Days from the delivery to the Company of the Form of Exercise Notice, surrender
of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery
Date”). This Warrant shall be deemed to have been exercised on the date the Form of Notice of Exercise is received by
the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein
shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised
by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the
Holder, if any, prior to the issuance of such shares, have been paid. If this Warrant shall have been exercised in part, the Company
shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or
certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased
Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


 


4.          Certain
Adjustments. For so long as this Warrant is outstanding:


 


4.1           Mergers
or Consolidations. If at any time after the date hereof there shall be a capital reorganization (other than a combination or
subdivision of the Common Shares otherwise provided for herein) resulting in a reclassification to or change in the terms of securities
issuable upon exercise of this Warrant (a “Reorganization”), or a merger or consolidation of the Company with
another corporation, association, partnership, organization, business, individual, government or political subdivision thereof
or a governmental agency (a “Person” or the “Persons”) (other than a merger with another
Person in which the Company is a continuing corporation and which does not result in any reclassification or change in the terms
of securities issuable upon exercise of this Warrant or a merger effected exclusively for the purpose of changing the domicile
of the Company) (a “Merger”), then, as a part of such Reorganization or Merger, lawful provision and adjustment
shall be made so that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant, the number of shares of
stock or any other equity or debt securities or property receivable upon such Reorganization or Merger by a holder of the number
of Common Shares which might have been purchased upon exercise of this Warrant immediately prior to such Reorganization or Merger.
In any such case, appropriate adjustment shall be made in the application of the provisions of this Warrant with respect to the
rights and interests of the Holder after the Reorganization or Merger to the end that the provisions of this Warrant (including
adjustment of the Exercise Price then in effect and the number of Warrant Shares) shall be applicable after that event, as near
as reasonably may be, in relation to any shares of stock, securities, property or other assets thereafter deliverable upon exercise
of this Warrant. The provisions of this Section 4.1 shall similarly apply to successive Reorganizations and Mergers.



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4.2           Splits
and Subdivisions; Dividends. In the event the Company should at any time or from time to time effectuate a split or subdivision
of the outstanding Common Shares or pay a dividend in or make a distribution payable in additional Common Shares or other securities
or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional Common Shares (hereinafter
referred to as the “Common Share Equivalents”) without payment of any consideration by such holder for the additional
Common Shares or Common Shares Equivalents (including the additional Common Shares issuable upon conversion or exercise thereof),
then, as of the applicable record date (or the date of such distribution, split or subdivision if no record date is fixed), the
per share Exercise Price shall be appropriately decreased and the number of Warrant Shares shall be appropriately increased in
proportion to such increase (or potential increase) of outstanding shares; provided, however, that no adjustment shall be made
in the event the split, subdivision, dividend or distribution is not effectuated. Notwithstanding the foregoing or anything else
to the contrary herein, in no event shall the per share Exercise Price be reduced below the par value of one Common Share or of
such other securities as may be issued upon exercise of the Warrant.


 


Pursuant to the anti-dilution
terms of this Section 4.2, provided that the public shareholders are proportionally affected by such split or subdivision, dividend,
distribution, or other similar event, the Representative may receive a greater number of Warrant Shares or the per share Exercise
Price may be lower than originally contemplated by this Warrant. Additionally, the Representative shall not have the right to accrue
cash dividends prior to the exercise or conversion of the Warrant.


 


4.3           Combination
of Shares. If the number of Common Shares outstanding at any time after the date hereof is decreased by a combination of the
outstanding Common Shares, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares
shall be appropriately decreased in proportion to such decrease in outstanding shares.


 


4.4           Adjustments
for Other Distributions. In the event the Company shall declare a distribution payable in securities of other Persons, evidences
of indebtedness issued by the Company or other Persons, assets (excluding cash dividends or distributions to the holders of Common
Stock paid out of current or retained earnings and declared by the Company’s Board of Directors) or options or rights not
referred to in Sections 4.1, 4.2, or 4.3, then, in each such case for the purpose of this Section 4.4,
upon exercise of this Warrant, the Holder shall be entitled to a proportionate share of any such distribution as though the Holder
was the actual record holder of the number of Warrant Shares as of the record date fixed for the determination of the holders of
Common Shares of the Company entitled to receive such distribution. 


 


5.          No
Impairment. The Company will not, by amendment of its certificate of incorporation or by-laws or through any consolidation,
Merger, Reorganization, transfer of assets, 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 of this Warrant, but will at all times in good faith assist in the carrying
out of all of the terms and in the taking of all actions necessary or appropriate to protect the rights of the Holder against impairment.


 



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6.          Chief
Financial Officer’s Report as to Adjustments. With respect to each adjustment pursuant to Section 4 of this Warrant,
the Company, at its expense, will promptly compute the adjustment or re-adjustment in accordance with the terms of this Warrant
and cause its Chief Financial Officer to certify the computation (other than any computation of the fair value of property of the
Company) and prepare a report setting forth, in reasonable detail, the event requiring the adjustment or re-adjustment and the
amount of such adjustment or re-adjustment, the method of calculation thereof and the facts upon which the adjustment or re-adjustment
is based, and the Exercise Price and the number of Warrant Shares or other securities purchasable hereunder after giving effect
to such adjustment or re-adjustment, which report shall be mailed by first class mail, postage prepaid to the Holder. The Company
will also keep copies of all reports at its office maintained pursuant to Section 10.2(a) hereof and will cause them to be available
for inspection at the office during normal business hours upon reasonable notice by the Holder or any prospective purchaser of
the Warrant designated by the Holder thereof. 


 


7.          Reservation
of Shares. The Company shall, solely for the purpose of effecting the exercise of this Warrant, at all times during the term
of this Warrant, reserve and keep available out of its authorized Common Shares, free from all taxes, liens, and charges with respect
to the issue thereof and not subject to preemptive rights or other similar rights of shareholders of the Company, such number of
its Common Shares as shall from time to time be sufficient to effect in full the exercise of this Warrant. If at any time the number
of authorized but unissued Common Shares shall not be sufficient to effect in full the exercise of this Warrant, in addition to
such other remedies as shall be available to Holder, the Company will promptly take such corporate action as may, in the opinion
of its counsel, be necessary to increase the number of authorized but unissued Common Shares to such number of shares as shall
be sufficient for such purposes, including without limitation, using its commercially reasonable best efforts to obtain the requisite
shareholder approval necessary to increase the number of authorized Common Shares. The Company hereby represents and warrants that
all Common Shares issuable upon exercise of this Warrant shall be duly authorized and, when issued and paid for upon exercise,
shall be validly issued, fully paid and nonassessable.


 


8.          Registration
and Listing.


 


8.1           Definition
of Registrable Securities; Majority. As used herein, the term “Registrable Securities” means any Common
Shares issuable upon the exercise of this Warrant, until the date (if any) on which such shares shall have been transferred or
exchanged and new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent disposition of them shall not require registration or qualification of them under the Securities Act or any similar
state law then in force. For purposes of this Warrant, the term “Majority”, in reference to the holders of Registrable
Securities, shall mean in excess of fifty percent (50%) of the then outstanding Registrable Securities (assuming the exercise of
the entire Warrant) that (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of
their respective affiliates, members of their family, Persons acting as nominees or in conjunction therewith and (ii) have not
be resold to the public pursuant to a registration statement filed under the Securities Act.


 



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8.2         Required
Registration.


 


(a)          At
any time on or after the six (6) month anniversary of the Base Date and on or before the five (5) year anniversary of the Base
Date, but in no event on not more than two (2) occasions (the Registration Expenses associated with a second required registration
effected (as described in Section 8.2(c)) pursuant to this Section 8.2(a) shall be payable by the Holder pursuant to Section 8.6),
upon the written request of the holders of the Registrable Securities representing a Majority of such securities, the Company will
use its commercially reasonable best efforts to effect the registration of the respective shares of the holders of Registrable
Securities under the Securities Act to the extent requisite to permit the disposition thereof as expeditiously
as reasonably possible, but in no event later than ninety (90) days from the date of such request.


 


(b)          Registration
of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the
Company, and (ii) as shall permit the disposition of such Registrable Securities in accordance with this Section 8.2. The Company
agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall
reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with
the first, and only the first, required registration of Registrable Securities effected (as described in Section 8.2(c)) pursuant
to this Section 8.2.


 


(c)          A
registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement
with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any
stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or
other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a
holder of Registrable Securities.


 



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8.3        Incidental
Registration Rights.


 




(a)          If
the Company, at any time on or after the six (6) month anniversary of the Base Date and on or before the five (5) year anniversary
of the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a registration
on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares
other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities)
with respect to any registration are referred to herein as, “Other Shares”), each such time the Company shall
give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of
Registrable Securities of its intention to do so. Upon the written request of any such holder of Registrable Securities made within
twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed
of by such holder), except as set forth in Section 8.3(b), the Company will use its commercially reasonable best efforts to effect
the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register
by such holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion
of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register;
provided, however, that if, at any time after giving written notice of its intention to register any securities
and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine
for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company
may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination
not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration
(but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights
of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section
8.2, (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities
for the same period as the delay in registering such other securities (including the Other Shares), without prejudice, however,
to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration
under Section 8.2 and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration,
without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be
effected as a registration under Section 8.2. No registration effected under this Section 8.3 shall relieve the Company of its
obligation to effect any registration upon request under Section 8.2, nor shall any such registration hereunder be deemed to have
been effected pursuant to Section 8.2. The Company will pay all Registration Expenses in connection with each registration of Registrable
Securities pursuant to this Section 8.3.


 


(b)          If
the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3
and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of
Registrable Securities, use its commercially reasonable best efforts to arrange for such underwriters to include all the Registrable
Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if
the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such
distribution of all or a specified number of such securities proposed to be distributed by such holders of Registrable Securities
or Other Shares would interfere with the successful marketing of the securities being distributed by the Company (such letter to
state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by
the Company proposed so to be registered which may be distributed without such effect) (the “Underwriter’s Letter”),
then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other
Shares, reduce pro rata in accordance with the number of Common Shares desired to be included in such registration (if and to the
extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities
and Other Shares the registration of which shall have been requested by each holder thereof so that the resulting aggregate number
of such Registrable Securities and Other Shares so included in such registration, together with the number of securities to be
included in such registration for the account of the Company, shall be equal to the number of shares stated in the Underwriter’s
Letter.


 



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8.4       Registration
Procedures. Whenever the holders of Registrable Securities have properly requested that any Registrable Securities be registered
pursuant to the terms of this Warrant, the Company shall use its commercially reasonable best efforts to effect the registration
and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto
the Company shall as expeditiously as possible:


 


(a)          prepare
and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable
best efforts to cause such registration statement to become effective;


 


(b)          notify
such holders of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments
and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to (i) keep
such registration statement effective and the prospectus included therein usable for a period commencing on the date that such
registration statement is initially declared effective by the SEC and ending on the date when all Registrable Securities covered
by such registration statement have been sold pursuant to the registration statement or cease to be Registrable Securities, and
(ii) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration
statement;


 


(c)          furnish
to such holders such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included
in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request
to facilitate the disposition of the Registrable Securities owned by such holders;


 


(d)          use
its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue
sky laws of such jurisdictions as such holders reasonably request and do any and all other acts and things which may be reasonably
necessary or advisable to enable such holders to consummate the disposition in such jurisdictions of the Registrable Securities
owned by such holders; provided, however, that the Company shall not be required to: (i) qualify generally to do
business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself
to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction;


 


(e)          notify
such holders, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening
of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material
fact or omits any material fact necessary to make the statements therein, in light of the circumstances in which they are made,
not materially misleading, and, at the reasonable request of such holders, the Company shall prepare a supplement or amendment
to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not
contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in
light of the circumstances in which they are made, not materially misleading;


 



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(f)          provide
a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;


 


(g)          make
available for inspection by any underwriter participating in any disposition pursuant to such registration statement, and any attorney,
accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company’s officers, directors, managers, employees and independent accountants to
supply all information reasonably requested by any such underwriter, attorney, accountant or agent in connection with such registration
statement;


 


(h)          otherwise
use its commercially reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available
to its security holders, as soon as reasonably practicable, an earnings statement of the Company, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and, at the option of the Company, Rule 158 thereunder;


 


(i)          in
the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending
or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such
registration statement for sale in any jurisdiction, the Company shall use its commercially reasonable best efforts promptly to
obtain the withdrawal of such order;


 


(j)          use
its commercially reasonable best efforts to cause any Registrable Securities covered by such registration statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate
the disposition of such Registrable Securities; and


 


(k)          if
the offering is underwritten, use its commercially reasonable best efforts to furnish on the date that Registrable Securities are
delivered to the underwriters for sale pursuant to such registration, an opinion dated such date of counsel representing the Company
for the purposes of such registration, addressed to the underwriters covering such issues as are customarily addressed in opinions
to underwriters in public offerings and reasonably required by such underwriters.


 


8.5       Expenses.
The Company shall pay all Registration Expenses relating to the registration and listing obligations set forth in this Section
8, except that the Holder shall be responsible for the Registration Expenses for the second required registration effected pursuant
to Section 8.2(a). For purposes of this Warrant, the term “Registration Expenses” means: (a) all registration,
filing and FINRA fees, (b) all reasonable fees and expenses of complying with securities or blue sky laws, (c) all word processing,
duplicating and printing expenses, (d) the fees and disbursements of counsel for the Company and of its independent public accountants,
including the expenses of any special audits or “cold comfort” letters required by or incident to such performance
and compliance, (e) premiums and other costs of policies of insurance (if any) against liabilities arising out of the public offering
of the Registrable Securities being registered if the Company desires such insurance, if any, and (f) fees and disbursements of
one counsel for all of the selling holders of Registrable Securities. Registration Expenses shall not include any underwriting
discounts and commissions which may be incurred in the sale of any Registrable Securities and transfer taxes of the selling holders
of Registrable Securities.


 



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8.6         Restrictions.
The Company shall not be obligated to effect a registration pursuant to Section 8.2 during the period beginning on the date sixty
(60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred twenty (120)
days after the effective date of, a Company-initiated registration (other than a registration pursuant to Form S-8), provided that:
(i) if the holder of Registrable Securities elects to have all or some of its Registrable Securities included in the registration
pursuant to Section 8.3 hereof, such Registrable Securities are included in the Company-initiated registration statement to the
extent required hereunder and (ii) the Company is actively employing its commercially reasonable best efforts to cause such registration
to become effective.


 


8.7          Information
Provided by Holders. Any holder of Registrable Securities included in any registration shall furnish to the Company such information
as the Company may reasonably request in writing to enable the Company to comply with the provisions hereof in connection with
any registration referred to in this Warrant. In the event that a holder of Registrable Securities fails to provide such information
on a timely basis, and in any event within seven (7) Business Days of the Company’s written request, then the Company shall
be entitled to exclude the Registrable Securities of such holder from such registration and the Company shall nevertheless be deemed
to have satisfied its obligations hereunder with respect to such registration.


 


8.8          Net
Cash Settlement. Notwithstanding anything herein to the contrary, in no event will the Holder hereof be entitled to receive
a net-cash settlement as liquidated damages in lieu of physical settlement in shares of Common Stock, regardless of whether the
Common Stock underlying this Warrant is registered pursuant to an effective registration statement; provided, however, that the
foregoing will not preclude the Holder from seeking other remedies at law or equity for breaches by the Company of its registration
obligations hereunder.


 


9.          Restrictions
on Transfer.


 


9.1          Restrictive
Legends. This Warrant and each Warrant issued upon transfer or in substitution for this Warrant pursuant to Section 10 hereof,
each certificate for Common Shares issued upon the exercise of the Warrant and each certificate issued upon the transfer of any
such Common Shares shall be transferable only upon satisfaction of the conditions specified in this Section 9. Each of the foregoing
securities shall be stamped or otherwise imprinted with a legend reflecting the restrictions on transfer set forth herein and any
restrictions required under the Securities Act or other applicable securities laws.


 


9.2          Notice
of Proposed Transfer. Prior to any transfer of any securities which are not registered under an effective registration statement
under the Securities Act (“Restricted Securities”), which transfer may only occur if there is an exemption from
the registration provisions of the Securities Act and all other applicable securities laws, the Holder will give written notice
to the Company of the Holder’s intention to effect a transfer (and shall describe the manner and circumstances of the proposed
transfer). The following provisions shall apply to any proposed transfer of Restricted Securities:


 



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(i)          If
in the opinion of counsel for the Holder reasonably satisfactory to the Company the proposed transfer may be effected without registration
of the Restricted Securities under the Securities Act (which opinion shall state in detail the basis of the legal conclusions reached
therein), the Holder shall, upon delivery of an executed original of such opinion, be entitled to transfer the Restricted Securities
in accordance with the terms of the notice delivered by the Holder to the Company. Each certificate representing the Restricted
Securities issued upon or in connection with any transfer shall bear the restrictive legends required by Section 9.1 hereof.


 


(ii)         If
the opinion called for in (i) above is not delivered, the Holder shall not be entitled to transfer the Restricted Securities until
either (x) receipt by the Company of a further notice from such Holder pursuant to the foregoing provisions of this Section 9.2
and fulfillment of the provisions of clause (i) above, or (y) such Restricted Securities have been effectively registered under
the Securities Act.


 


9.3           Certain
Other Transfer Restrictions. Notwithstanding any other provision of this Section 9: (i) prior to the Vesting Date, this Warrant
or the Restricted Securities thereunder may only be transferred or assigned to the persons permitted under FINRA Rule 5110(g)(1),
and (ii) no opinion of counsel shall be necessary for a transfer of Restricted Securities by the Holder to any Person employed
by or owning equity in the Holder, if the transferee agrees in writing to be subject to the terms hereof to the same extent as
if the transferee were the original holder hereof and such transfer is permitted under applicable securities laws.


 


9.4         Termination of Restrictions.
The restrictions imposed by this Section 9 upon the transferability of Restricted Securities shall cease and terminate as to any
particular Restricted Securities: (a) which shall have been effectively registered under the Securities Act, or (b) when, in the
opinions of both counsel for the Holder and counsel for the Company, such restrictions are no longer required to insure compliance
with the Securities Act. Whenever such restrictions shall cease and terminate as to any Restricted Securities, the Holder shall
be entitled to receive from the Company, without expense (other than applicable transfer taxes, if any), new securities of like
tenor not bearing the applicable legends required by Section 9.1 hereof.


 


10.         Ownership,
Transfer and Substitution of Warrant.


 


10.1         Ownership
of Warrant. The Company may treat any Person in whose name this Warrant is registered in the Warrant Register maintained pursuant
to Section 10.2(b) hereof as the owner and Holder for all purposes, notwithstanding any notice to the contrary, except that, if
and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer thereof as
the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject to Sections 9 and 10 hereof, this
Warrant, if properly assigned, may be exercised by a new Holder without a new Warrant first having been issued.


 



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10.2       Office;
Exchange of Warrant.


 


(a)          The
Company will maintain its principal office at the location identified in the prospectus relating to the Offering or at such other
offices as set forth in the Company’s most current filing under the Securities Exchange Act of 1934, as amended, or as the
Company otherwise notifies the Holder.


 


(b)          The
Company shall cause to be kept at its office a Warrant Register for the registration and transfer of the Warrant. The name and
address of the Holder of the Warrant, the transfers thereof and the name and address of the transferee of the Warrant shall be
registered in such Warrant Register.


 


(c)          Upon
the surrender of this Warrant, properly endorsed, for registration of transfer or for exchange at the office of the Company maintained
pursuant to Section 10.2(a) hereof, the Company at its expense will (subject to compliance by the Holder with Section 9 hereof,
if applicable) execute and deliver to or upon the order of the Holder thereof a new Warrant of like tenor, in the name of such
Holder or as such Holder (upon payment by such holder of any applicable transfer taxes) may direct, calling in the aggregate on
the face thereof for the number of Common Shares called for on the face of the Warrant so surrendered (after giving effect to any
previous adjustment(s) to the number of Warrant Shares).


 


10.3     Replacement of Warrant.
Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and,
in the case of any such loss, theft or destruction of this Warrant, upon delivery of indemnity reasonably satisfactory to the Company
in form and amount or, in the case of any mutilation, upon surrender of this Warrant for cancellation at the office of the Company
maintained pursuant to Section 10.2(a) hereof, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant
of like tenor and dated the date hereof.


 


11.        No Rights
or Liabilities as Stockholder. Except as provided in Section 4.4, no Holder shall be entitled to vote or receive dividends
or be deemed the holder of any Common Shares or any other securities of the Company which may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights
of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders
at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of
stock, reclassification of stock, change of par value, consolidation, Merger, conveyance, or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Common
Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein. The Holder will not be entitled
to share in the assets of the Company in the event of a liquidation, dissolution or the winding up of the Company.


 



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12.        Notices.
Any notice or other communication in connection with this Warrant shall be given in writing and directed to the parties hereto
as follows: (a) if to the Holder, c/o Maxim Group LLC, 405 Lexington Avenue, New York, NY 10174, Attn: General Cousnel, Fax No:
(212) 895-3783 or (b) if to the Company, to the attention of its Chief Executive Officer at its office maintained pursuant to Section
10.2(a) hereof; provided, that the exercise of the Warrant shall also be effected in the manner provided in Section
3 hereof. Notices shall be deemed properly delivered and received when delivered to the notice party (i) if personally delivered,
upon receipt or refusal to accept delivery, (ii) if sent via facsimile, upon mechanical confirmation of successful transmission
thereof generated by the sending telecopy machine, (iii) if sent by a commercial overnight courier for delivery on the next Business
Day, on the first Business Day after deposit with such courier service, or (iv) if sent by registered or certified mail, five (5)
Business Days after deposit thereof in the U.S. mail.


 


13.         Payment
of Taxes. The Company will pay all documentary stamp taxes attributable to the issuance of Common Shares underlying this Warrant
upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may
be payable in respect of any transfer involved in the transfer or registration of this Warrant or any certificate for Common Shares
underlying this Warrant in a name other that of the Holder. The Holder is responsible for all other tax liability that may arise
as a result of holding or transferring this Warrant or receiving Common Shares underlying this Warrant upon exercise hereof.


 


14.       Miscellaneous.
This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the change, waiver, discharge or termination is sought. This Warrant shall be construed and
enforced in accordance with and governed by the laws of the State of New York. The section headings in this Warrant are for purposes
of convenience only and shall not constitute a part hereof.


 


[Signature Page Follows]


 



    	14



    	 



    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed as of the date first above written.


 





	 	WEST COAST REALTY TRUST, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Signature Page to Representative’s
Warrant]


 



    	15



    	 



    

 


EXHIBIT A


FORM OF EXERCISE NOTICE


[To be executed only upon exercise of Warrant]


 


To West Coast Realty Trust, Inc.:


 


The undersigned registered holder of the
within Warrant hereby irrevocably exercises the Warrant pursuant to Section 3.1 of the Warrant with respect to __________ Warrant
Shares, at an exercise price per share of $____, and requests that the certificates for such Warrant Shares be issued, subject
to Sections 9 and 10, in the name of, and delivered to:


 





	 	 
	 	 
	 	 
	 	 




 


The undersigned is hereby electing for
payment for the Warrant Shares in the following manner:


 





	Cash: 	 	 
	 	 	 
	Cashless: 	 	 




 


[If electing cash payment, describe desired
payment method as provided for in 3.1 of the Warrant].


 


The undersigned hereby represents and warrants
that it is, and has been since its acquisition of the Warrant, the record and beneficial owner of the Warrant.


 


Dated: _______________


 





	 	 
	Print or Type Name
	 
	 	 
	(Signature must conform in all respects to name of holder as specified on the face of Warrant)
	 
	 	 
	(Street Address)
	 
	 	 
	(City)                          (State)              (Zip Code)










 



    	 



    	 



    

 


EXHIBIT B


FORM OF ASSIGNMENT


[To be executed only upon transfer of Warrant]


 


For value received, the undersigned registered
holder of the within Warrant hereby sells, assigns, and transfers unto _____________________ [include name and addresses] the rights
represented by the Warrant to purchase __________ Common Shares of West Coast Realty Trust, Inc. to which the Warrant relates,
and appoints _____________________ Attorney to make such transfer on the books of West Coast Realty Trust, Inc. maintained for
the purpose, with full power of substitution in the premises.


 





	Dated:	 	 
	 	(Signature must conform in all respects	 
	 	to name of holder as specified on the	 
	 	face of Warrant)	 
	 	 	 
	 	 	 
	 	(Street Address)	 
	 	 	 
	 	 	 
	 	(City)         (State)           (Zip Code)	 
	 	 	 
	Signed in the presence of: 	 	 
	 	 	 
	 	 	 
	 	(Signature of Transferee)	 
	 	 	 
	 	 	 
	 	(Street Address)	 
	 	 	 
	 	 	 
	 	(City)         (State)           (Zip Code)	 
	 	 	 
	Signed in the presence of: