THIS
WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS
NOT REQUIRED.


 


_____________________________


 


WARRANT TO PURCHASE
SHARES


 


This Warrant is issued
to ____________________________ by Reven Housing REIT, Inc., a Colorado corporation (the “Company”), in connection
with the Company’s issuance to the holder of this Warrant of that certain 10% Convertible Promissory Note of even date herewith
(the “Note”).


 


1.                 
Purchase of Shares. Subject to the terms and conditions hereinafter set forth, the holder of this Warrant is entitled,
upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder
hereof in writing), to purchase from the Company up to the number of fully paid and nonassessable Shares (as defined below), that
equals the quotient obtained by dividing (a) the Warrant Coverage Amount (as defined below) by (b) the Exercise Price (as
defined below).


 


2.                 
Definitions.


 


(a)               
Exercise Price. The exercise price for the Shares shall be the price per share of equity securities sold to investors
in the Qualified Equity Financing (such price, as adjusted from time to time, is herein referred to as the “Exercise Price”).


 


(b)              
Exercise Period. This Warrant shall be exercisable, in whole or in part, during the term commencing on the closing
date of the Qualified Equity Financing (as defined below) and ending on the expiration of this Warrant pursuant to Section 13 hereof.


 


(c)               
Warrant Coverage Amount. The term “Warrant Coverage Amount” shall mean that amount which equals
100% of the principal amount of the Note.


 


(d)              
The Shares. The term “Shares” shall mean shares of the Company’s capital stock issued to
investors in the Qualified Equity Financing.


 


(e)               
Qualified Equity Financing. The term “Qualified Equity Financing” is the Company’s next
equity financing pursuant to which the Company sells shares of its capital stock with an aggregate sales price of not less than
$5,000,000, excluding any and all convertible bridge notes (including Notes issued in the Convertible Note Financing (as defined
in the Note) pursuant to which this Warrant is issued), with the principal purpose of raising capital.


 






    	 



    	 



    
 


(f)               
Change of Control. The term “Change of Control” shall mean (i) any consolidation or merger involving
the Company pursuant to which the Company's stockholders own less than fifty percent (50%) of the voting securities of the surviving
entity or (ii) the sale of all or substantially all of the assets of the Company. For the sake of clarity, no equity financings
of the Company (including the Qualified Equity Financing) shall constitute a Change of Control for purposes of this Warrant.


 


3.                 
Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 2 above,
the holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:


 


(i)           
the surrender of the Warrant, together with a notice of exercise to the Secretary of the Company at its principal offices;
and


 


(ii)           
the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased.


 


4.                 
Certificates for Shares. Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates
for the number of Shares so purchased shall be issued as soon as practicable thereafter, and in any event within thirty (30) days
of the delivery of the subscription notice.


 


5.                 
Issuance of Shares. The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant,
will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance
thereof.


 


6.                 
Adjustment of Exercise Price and Number of Shares. The number of and kind of securities purchasable upon exercise
of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:


 


(a)               
Subdivisions, Combinations and Other Issuances. If the Company shall at any time prior to the expiration of this
Warrant subdivide the Shares, by split-up or otherwise, or combine its Shares, or issue additional shares of its Shares as a dividend,
the number of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision
or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the
purchase price payable per share, but the aggregate purchase price payable for the total number of Shares purchasable under this
Warrant (as adjusted) shall remain the same. Any adjustment under this Section 6(a) shall become effective at the close of
business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event
that no record date is fixed, upon the making of such dividend.


 






    	-2-



    	 



    
 


(b)              
Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change
in the capital stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 6(a)
above), then the Company shall make appropriate provision so that the holder of this Warrant shall have the right at any time prior
to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind
and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization,
or change by a holder of the same number of Shares as were purchasable by the holder of this Warrant immediately prior to such
reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and
interest of the holder of this Warrant so that the provisions hereof shall thereafter be applicable with respect to any shares
of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase
price per share payable hereunder, provided the aggregate purchase price shall remain the same.


 


(c)               
Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon
exercise of the Warrant, or in the Exercise Price, the Company shall promptly notify the holder of such event and of the number
of Shares or other securities or property thereafter purchasable upon exercise of this Warrant.


 


7.                 
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis
of the Exercise Price then in effect.


 


8.                 
Representations of the Company. The Company represents that all corporate actions on the part of the Company, its
officers, directors and stockholders necessary for the sale and issuance of this Warrant have been taken.


 


9.                 
Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows:


 


(a)               
This Warrant and the Shares issuable upon exercise thereof are being acquired for its own account, for investment and not
with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities
Act of 1933, as amended (the "Act"). Upon exercise of this Warrant, the Holder shall, if so requested by
the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant
are being acquired for investment and not with a view toward distribution or resale.


 


(b)              
The Holder understands that the Warrant and the Shares have not been registered under the Act by reason of their issuance
in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereof,
and that they must be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment
indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registration. The Holder
further understands that the Warrant Shares have not been qualified under the California Securities Law of 1968 (the "California
Law") by reason of their issuance in a transaction exempt from the qualification requirements of the California Law pursuant
to Section 25102(f) thereof, which exemption depends upon, among other things, the bona fide nature of the Holder's investment
intent expressed above.


 






    	-3-



    	 



    
 


(c)               
The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits
and risks of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its
interests in connection therewith.


 


(d)              
The Holder is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant.


 


(e)               
The Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under
the Act.


 


10.             
Restrictive Legend.


 


The Shares (unless registered under the Act)
shall be stamped or imprinted with a legend in substantially the following form:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE
OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.


 


11.             
Warrants Transferable. Subject to compliance with the terms and conditions of this Section 11, this Warrant and all
rights hereunder are transferable, in whole, without charge to the holder hereof (except for transfer taxes), upon surrender of
this Warrant properly endorsed or accompanied by written instructions of transfer. With respect to any offer, sale or other disposition
of this Warrant or any Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Shares,
the holder hereof agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with
a written opinion of such holder's counsel, or other evidence, if requested by the Company, to the effect that such offer, sale
or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state
securities law then in effect) of this Warrant or the Shares and indicating whether or not under the Act certificates for this
Warrant or the Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability
in order to ensure compliance with such law. Upon receiving such written notice and reasonably satisfactory opinion or other evidence,
if so requested, the Company, as promptly as practicable, shall notify such holder that such holder may sell or otherwise dispose
of this Warrant or such Shares, all in accordance with the terms of the notice delivered to the Company. If a determination has
been made pursuant to this Section 11 that the opinion of counsel for the holder or other evidence is not reasonably satisfactory
to the Company, the Company shall so notify the holder promptly with details thereof after such determination has been made. Each
certificate representing this Warrant or the Shares transferred in accordance with this Section 11 shall bear a legend as to the
applicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel
for the holder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions
to its transfer agent in connection with such restrictions.


 






    	-4-



    	 



    
 


12.             
Rights of Stockholders. No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends
or be deemed the holder of the 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 of this Warrant, 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 Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.


 


13.             
Expiration of Warrant; Notice of Certain Events Terminating This Warrant.


 


(a)               
This Warrant shall expire and shall no longer be exercisable upon the earlier to occur of:


 


(i)           
5:00 p.m., California local time, on the 5-year anniversary date of the Qualified Equity Financing; or


 


(ii)           
Any Change of Control.


 


(b)              
The Company shall provide at least ten (10) days prior written notice of any event set forth in Section 13(a)(ii).


 


14.             
Notices. All notices and other communications required or permitted hereunder shall be in writing, shall be effective
when given, and shall in any event be deemed to be given upon receipt or, if earlier, (a) five (5) days after deposit with
the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery,
if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier,
freight prepaid or (d) one business day after the business day of facsimile transmission, if delivered by facsimile transmission
with copy by first class mail, postage prepaid, and shall be addressed (i) if to the Holder, at the Holder's address as set
forth on the Note, and (ii) if to the Company, at the address of its principal corporate offices (attention: President), or
at such other address as a party may designate by ten days advance written notice to the other party pursuant to the provisions
above.


 






    	-5-



    	 



    
 


15.             
Governing Law. This Warrant and all actions arising out of or in connection with this Agreement shall be governed
by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the
State of California or of any other state.


 


16.             
Rights and Obligations Survive Exercise of Warrant. Unless otherwise provided herein, the rights and obligations
of the Company, of the holder of this Warrant and of the holder of the Shares issued upon exercise of this Warrant, shall survive
the exercise of this Warrant.


 


Issued this ___th day of January __, 2013.


 


 


REVEN HOUSING REIT, INC.


Name:_________________________


By:___________________________


Title:__________________________


 






    	-6-



    	 



    
 


EXHIBIT A


 


NOTICE OF EXERCISE


 


		TO:	REVEN HOUSING REIT, INC.
	 	 	______________________
	 	 	______________________






Attention: President


 


1.The undersigned hereby elects to purchase
__________ Shares of _____________ pursuant to the terms of the attached Warrant.


 


2.The undersigned tenders herewith a
cash payment in full for the purchase price of the shares being purchased, together with all applicable transfer taxes, if any.


 


3.Please issue a certificate or certificates
representing said Shares in the name of the undersigned or in such other name as is specified below:


 


_________________________________


(Name)


_________________________________


 


_________________________________


(Address)


 


4.The undersigned hereby represents
and warrants that the aforesaid Shares are being acquired for the account of the undersigned for investment and not with a view
to, or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of distributing
or reselling such shares and all representations and warranties of the undersigned set forth in Section 9 of the attached
Warrant (including Section 9(e) thereof) are true and correct as of the date hereof.


 





	 	 	______________________________
	 	 	(Signature)
	 	 	______________________________
	 	 	(Name)
		______________________________	______________________________ 



		                            (Date)	(Title)



 






    	 



    	 



    
 


EXHIBIT B


 


FORM OF TRANSFER


 


(To be signed only upon transfer of Warrant)


 


 


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto _______________________________________________ the right represented by the attached Warrant
to purchase ____________ shares of ________________________ of REVEN HOUSING REIT, INC. to which the attached Warrant relates,
and appoints ______________ Attorney to transfer such right on the books of __________, 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 the Warrant)


Address: _______________________________


                _______________________________


                _______________________________


 


Signed in the presence of:


 


________________________