Initial Exercise Price Uses in Certain Definitions Clause

Certain Definitions from Warrant

WARRANT AGREEMENT dated as of June 28, 2016 (this Agreement), between CIM Commercial Trust Corporation, a Maryland corporation (the Company), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the Warrant Agent).

Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated: Affiliate has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the Exchange Act). Applicable NAV means, with respect to a Warrant, the fair market net asset value of the Company per share of Common Stock as most recently published by the Company at the time of the issuance of the applicable Warrant. The Companys determination of the Applicable NAV is final and binding. Board of Directors means the Board of Directors of the Company. Business Day means any day other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized or obligated by law or executive order to close. Close of Business on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not a Business Day, it means 5:00 p.m., New York City time, on the next succeeding Business Day. Exercise Price, for any particular Warrant, means the Initial Exercise Price, as adjusted from time to time pursuant to Section 7. Holder means a registered holder of a Warrant. Initial Exercise Price, for any particular Warrant, means 115% of the Applicable NAV. Minimum Warrant Exercise Number means 50 shares of Common Stock. NASDAQ means the Nasdaq Global Market. Person means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization, government or political subdivision thereof or governmental agency or other entity. Trading Day shall mean, (i) if the Common Stock is listed or admitted to trading on NASDAQ, a day on which NASDAQ is open for the transaction of business, (ii) if the Common Stock is not listed or admitted to trading on NASDAQ but is listed or admitted to trading on another national securities exchange or automated quotation system, a day on which such national securities exchange or automated quotation system, as the case may be, on which the Common Stock is listed or admitted to trading is open for the transaction of business, or (iii) if the Common Stock is not listed or admitted to trading on any national securities exchange or automated quotation system, any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. VWAP shall mean, for any Trading Day, the volume-weighted average price, calculated by dividing the aggregate value of Common Stock traded on NASDAQ during regular hours (price per share multiplied by number of shares traded) by the total volume (number of shares) of Common Stock traded on NASDAQ (or such other national securities exchange or automated quotation system on which the Common Stock is listed) for such Trading Day, or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such Trading Day as determined by the Board of Directors in a commercially reasonable manner, using a volume-weighted average price method. Warrant Shares means shares of Common Stock issuable upon exercise of Warrants. Initially, the number of shares of Common Stock with respect to which a Warrant may be exercised is 0.25 of a share, subject to adjustment pursuant to Section 7.

Certain Definitions from Warrant Agreement

Page Section 1. Certain Definitions 1 Section 2. Appointment of Warrant Agent 2 Section 3. Issuance and Form of Global Warrant Certificate 3 Section 4. [RESERVED] 3 Section 5. Transfer and Exchange of Warrants 3 Section 6. Exercise of Warrants; Mechanics of Exercise 4 Section 7. Adjustment of Exercise Price 6 Section 8. Certain Representations; Reservation and Availability of Shares of Common Stock or Cash 7 Section 9. Fractional Shares of Common Stock. 8 Section 10. Warrant Holder Not Deemed a Stockholder 8 Section 11. The Warrant Agent 9 Section 12. Purchase or Consolidation or Change of Name

Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated: "Affiliate" has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). "Business Day" means any day other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized or obligated by law or executive order to close. "Close of Business" on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not a Business Day, it means 5:00 p.m., New York City time, on the next succeeding Business Day. "Exercise Price", for any particular Warrant, means the Initial Exercise Price, as adjusted from time to time pursuant to Section 7. "Holder" means a holder of beneficial interest in a Warrant. "Initial Exercise Price", for any particular Warrant, means the greater of (i) $10.00 and (ii) 120% of the VWAP for the consecutive 20 Trading Days immediately prior to the date of issuance of such Warrant. "NYSE MKT" means the NYSE MKT exchange. "OP Units" means units of limited partnership interest in Bluerock Residential Holdings, L.P., a Delaware limited partnership, which is a subsidiary of the Company. "Person" means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization, government or political subdivision thereof or governmental agency or other entity. "Securities Act" means the Securities Act of 1933, as amended. "Trading Day" means, (i) if the Common Stock is listed or admitted to trading on the NYSE MKT, a day on which the NYSE MKT is open for the transaction of business, (ii) if the Common Stock is not listed or admitted to trading on the NYSE MKT but is listed or admitted to trading on another national securities exchange or automated quotation system, a day on which the principal national securities exchange or automated quotation system, as the case may be, on which the Common Stock is listed or admitted to trading is open for the transaction of business, or (iii) if the Common Stock is not listed or admitted to trading on any national securities exchange or automated quotation system, any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "VWAP" means, for any Trading Day, the volume-weighted average price, calculated by dividing the aggregate value of Common Stock traded on the NYSE MKT or on another national securities exchange or automated quotation system during regular hours (price per share multiplied by number of shares traded) by the total volume (number of shares) of Common Stock traded on the NYSE MKT for such Trading Day, or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such Trading Day as determined by the Board of Directors of the Company in a commercially reasonable manner, using a volume-weighted average price method. "Warrant Shares" means shares of Common Stock issuable upon exercise of Warrants. Initially, the number of shares of Common Stock with respect to which a Warrant may be exercised is 20.

Certain Definitions from Warrant Agreement

Page Section 1. Certain Definitions 1 Section 2. Appointment of Warrant Agent 2 Section 3. Issuance and Form of Global Warrant Certificate 3 Section 4. [RESERVED] 3 Section 5. Transfer and Exchange of Warrants 3 Section 6. Exercise of Warrants; Mechanics of Exercise 4 Section 7. Adjustment of Exercise Price 6 Section 8. Certain Representations; Reservation and Availability of Shares of Common Stock or Cash 7 Section 9. Fractional Shares of Common Stock. 8 Section 10. Warrant Holder Not Deemed a Stockholder 8 Section 11. The Warrant Agent 9 Section 12. Purchase or Consolidation or Change of Name of Warrant

Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated: "Affiliate" has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). "Business Day" means any day other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized or obligated by law or executive order to close. "Close of Business" on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not a Business Day, it means 5:00 p.m., New York City time, on the next succeeding Business Day. "Exercise Price", for any particular Warrant, means the Initial Exercise Price, as adjusted from time to time pursuant to Section 7. "Holder" means a holder of beneficial interest in a Warrant. "Initial Exercise Price", for any particular Warrant, means the greater of (i) $11.00 and (ii) 120% of the VWAP for the consecutive 20 Trading Days immediately prior to the date of issuance of such Warrant. "NYSE MKT" means the NYSE MKT exchange. "OP Units" means units of limited partnership interest in Bluerock Residential Holdings, L.P., a Delaware limited partnership, which is a subsidiary of the Company. "Person" means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization, government or political subdivision thereof or governmental agency or other entity. "Securities Act" means the Securities Act of 1933, as amended. "Trading Day" means, (i) if the Common Stock is listed or admitted to trading on the NYSE MKT, a day on which the NYSE MKT is open for the transaction of business, (ii) if the Common Stock is not listed or admitted to trading on the NYSE MKT but is listed or admitted to trading on another national securities exchange or automated quotation system, a day on which the principal national securities exchange or automated quotation system, as the case may be, on which the Common Stock is listed or admitted to trading is open for the transaction of business, or (iii) if the Common Stock is not listed or admitted to trading on any national securities exchange or automated quotation system, any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "VWAP" means, for any Trading Day, the volume-weighted average price, calculated by dividing the aggregate value of Common Stock traded on the NYSE MKT or on another national securities exchange or automated quotation system during regular hours (price per share multiplied by number of shares traded) by the total volume (number of shares) of Common Stock traded on the NYSE MKT for such Trading Day, or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such Trading Day as determined by the Board of Directors of the Company in a commercially reasonable manner, using a volume-weighted average price method. "Warrant Shares" means shares of Common Stock issuable upon exercise of Warrants. Initially, the number of shares of Common Stock with respect to which a Warrant may be exercised is 20.

Certain Definitions from Amended and Restated Warrant Agreement

SECOND AMENDED AND RESTATED WARRANT AGREEMENT dated as of October 11, 2013 (this "Agreement"), between Preferred Apartment Communities, Inc., a Maryland corporation (the "Company"), Computershare, Inc., a Delaware corporation ("Computershare") and its fully owned subsidiary Computershare Trust Company, N.A., national banking association (collectively with Computershare, the "Warrant Agent").

Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:"Affiliate" has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). "Business Day" means any day other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized or obligated by law or executive order to close."Close of Business" on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not a Business Day, it means 5:00 p.m., New York City time, on the next succeeding Business Day."Exercise Price", for any particular Warrant, means the Initial Exercise Price, as adjusted from time to time pursuant to Section 7."Holder" means a holder of beneficial interest in a Warrant."Initial Exercise Price", for any particular Warrant, means the greater of (i) $9.00 and (ii) 120% of the VWAP for the consecutive 20 Trading Days immediately prior to the date of issuance of such Warrant."NYSE MKT" means the NYSE MKT exchange. "OP Units" means units of equity interests in Preferred Apartment Communities Operating Partnership, L.P., a Delaware limited partnership, which is a subsidiary of the Company."Person" means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization, government or political subdivision thereof or governmental agency or other entity."Securities Act" means the Securities Act of 1933, as amended."Trading Day" means, (i) if the Common Stock is listed or admitted to trading on the NYSE MKT, a day on which the NYSE MKT is open for the transaction of business, (ii) if the Common Stock is not listed or admitted to trading on the NYSE MKT but is listed or admitted to trading on another national securities exchange or automated quotation system, a day on which the principal national securities exchange or automated quotation system, as the case may be, on which the Common Stock is listed or admitted to trading is open for the transaction of business, or (iii) if the Common Stock is not listed or admitted to trading on any national securities exchange or automated quotation system, any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close."VWAP" means, for any Trading Day, the volume-weighted average price, calculated by dividing the aggregate value of Common Stock traded on the NYSE MKT during regular hours (price per share multiplied by number of shares traded) by the total volume (number of shares) of Common Stock traded on the NYSE MKT for such Trading Day, or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such Trading Day as determined by the Board of Directors of the Company in a commercially reasonable manner, using a volume-weighted average price method."Warrant Shares" means shares of Common Stock issuable upon exercise of Warrants. Initially, the number of shares of Common Stock with respect to which a Warrant may be exercised is 20.

Certain Definitions from Amended and Restated Warrant Agreement

SECOND AMENDED AND RESTATED WARRANT AGREEMENT dated as of [_______], 2013 (this "Agreement"), between Preferred Apartment Communities, Inc., a Maryland corporation (the "Company"), Computershare, Inc., a Delaware corporation ("Computershare") and its fully owned subsidiary Computershare Trust Company, N.A., national banking association (collectively with Computershare, the "Warrant Agent").

Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:"Affiliate" has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). "Business Day" means any day other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized or obligated by law or executive order to close."Close of Business" on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not a Business Day, it means 5:00 p.m., New York City time, on the next succeeding Business Day."Exercise Price", for any particular Warrant, means the Initial Exercise Price, as adjusted from time to time pursuant to Section 7."Holder" means a holder of beneficial interest in a Warrant."Initial Exercise Price", for any particular Warrant, means the greater of (i) $9.00 and (ii) 120% of the VWAP for the consecutive 20 Trading Days immediately prior to the date of issuance of such Warrant."NYSE MKT" means the NYSE MKT exchange. "OP Units" means units of equity interests in Preferred Apartment Communities Operating Partnership, L.P., a Delaware limited partnership, which is a subsidiary of the Company."Person" means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization, government or political subdivision thereof or governmental agency or other entity."Securities Act" means the Securities Act of 1933, as amended."Trading Day" means, (i) if the Common Stock is listed or admitted to trading on the NYSE MKT, a day on which the NYSE MKT is open for the transaction of business, (ii) if the Common Stock is not listed or admitted to trading on the NYSE MKT but is listed or admitted to trading on another national securities exchange or automated quotation system, a day on which the principal national securities exchange or automated quotation system, as the case may be, on which the Common Stock is listed or admitted to trading is open for the transaction of business, or (iii) if the Common Stock is not listed or admitted to trading on any national securities exchange or automated quotation system, any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close."VWAP" means, for any Trading Day, the volume-weighted average price, calculated by dividing the aggregate value of Common Stock traded on the NYSE MKT during regular hours (price per share multiplied by number of shares traded) by the total volume (number of shares) of Common Stock traded on the NYSE MKT for such Trading Day, or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such Trading Day as determined by the Board of Directors of the Company in a commercially reasonable manner, using a volume-weighted average price method."Warrant Shares" means shares of Common Stock issuable upon exercise of Warrants. Initially, the number of shares of Common Stock with respect to which a Warrant may be exercised is 20.

Certain Definitions from Amended and Restated Warrant Agreement

AMENDED AND RESTATED WARRANT AGREEMENT dated as of [_______], 2013 (this "Agreement"), between Preferred Apartment Communities, Inc., a Maryland corporation (the "Company"), Computershare, Inc., a Delaware corporation ("Computershare") and its fully owned subsidiary Computershare Trust Company, N.A., national banking association (collectively with Computershare, the "Warrant Agent").

Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:"Affiliate" has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")."NYSE MKT" means the NYSE MKT exchange."Business Day" means any day other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized or obligated by law or executive order to close."Close of Business" on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not a Business Day, it means 5:00 p.m., New York City time, on the next succeeding Business Day."Exercise Price", for any particular Warrant, means the Initial Exercise Price, as adjusted from time to time pursuant to Section 7."Holder" means a holder of beneficial interest in a Warrant."Initial Exercise Price", for any particular Warrant, means the greater of (i) $9.00 and (ii) 120% of the VWAP for the consecutive 20 Trading Days immediately prior to the date of issuance of such Warrant."Person" means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization, government or political subdivision thereof or governmental agency or other entity."Trading Day" means, (i) if the Common Stock is listed or admitted to trading on the NYSE MKT, a day on which the NYSE MKT is open for the transaction of business, (ii) if the Common Stock is not listed or admitted to trading on the NYSE MKT but is listed or admitted to trading on another national securities exchange or automated quotation system, a day on which the principal national securities exchange or automated quotation system, as the case may be, on which the Common Stock is listed or admitted to trading is open for the transaction of business, or (iii) if the Common Stock is not listed or admitted to trading on any national securities exchange or automated quotation system, any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close."VWAP" means, for any Trading Day, the volume-weighted average price, calculated by dividing the aggregate value of Common Stock traded on the NYSE MKT during regular hours (price per share multiplied by number of shares traded) by the total volume (number of shares) of Common Stock traded on the NYSE MKT for such Trading Day, or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such Trading Day as determined by the Board of Directors of the Company in a commercially reasonable manner, using a volume-weighted average price method."Warrant Shares" means shares of Common Stock issuable upon exercise of Warrants. Initially, the number of shares of Common Stock with respect to which a Warrant may be exercised is 20.

Certain Definitions from Warrant

WARRANT AGREEMENT dated as of November 18, 2011(this "Agreement"), between Preferred Apartment Communities, Inc., a Maryland corporation (the "Company"), Computershare, Inc., a Delaware corporation ("Computershare") and its fully owned subsidiary Computershare Trust Company, N.A., national banking association (collectively with Computershare, the "Warrant Agent").

Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated: "Affiliate" has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). "AMEX" means the NYSE Amex. "Business Day" means any day other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized or obligated by law or executive order to close. "Close of Business" on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not a Business Day, it means 5:00 p.m., New York City time, on the next succeeding Business Day. "Exercise Price", for any particular Warrant, means the Initial Exercise Price, as adjusted from time to time pursuant to Section 7. "Holder" means a holder of beneficial interest in a Warrant.

Certain Definitions from Warrant

WARRANT AGREEMENT dated as of [_______], 2011(this "Agreement"), between Preferred Apartment Communities, Inc., a Maryland corporation (the "Company"), Computershare, Inc., a Delaware corporation ("Computershare") and its fully owned subsidiary Computershare Trust Company, N.A., national banking association (collectively with Computershare, the "Warrant Agent").

Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated: "Affiliate" has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). "AMEX" means the NYSE Amex. "Business Day" means any day other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized or obligated by law or executive order to close. "Close of Business" on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not a Business Day, it means 5:00 p.m., New York City time, on the next succeeding Business Day. "Exercise Price", for any particular Warrant, means the Initial Exercise Price, as adjusted from time to time pursuant to Section 7. "Holder" means a holder of beneficial interest in a Warrant.

Certain Definitions from Warrant

WARRANT AGREEMENT dated as of [_______], 2011(this "Agreement"), between Preferred Apartment Communities, Inc., a Maryland corporation (the "Company"), Computershare, Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., national banking association (collectively, the "Warrant Agent" or individually "Computershare" and the "Trust Company", respectively).

Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated: "Affiliate" has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). "AMEX" means the NYSE Amex. "Business Day" means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Close of Business" on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not a Business Day, it means 5:00 p.m., New York City time, on the next succeeding Business Day. "Exercise Price", for any particular Warrant, means the Initial Exercise Price, as adjusted from time to time pursuant to Section 7. "Holder" means a holder of beneficial interest in a Warrant.