Exhibit 10.9


 


Freddie Mac Loan Number: 708657427


Property Name: Nevadan Apartments


 


GUARANTY


 


MULTISTATE


 


(Revised 8-16-2016)


 


THIS GUARANTY
(“Guaranty”) is entered into to be effective as of October 13, 2016, by BLUEROCK RESIDENTIAL GROWTH REIT,
INC., a Maryland corporation, and CARROLL MULTIFAMILY REAL ESTATE FUND IV, LP, a Delaware limited partnership (“Guarantor”,
collectively if more than one), for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”).


 


RECITALS


 


		A.	Pursuant to the terms of a Multifamily
                                         Loan and Security Agreement dated the same date as this Guaranty (as amended, modified
                                         or supplemented from time to time, the "Loan Agreement"), BR Carroll
                                         Glenridge, LLC, a Delaware limited liability company (“Borrower”)
                                         has requested that Lender make a loan to Borrower in the amount of $48,431,000.00 (“Loan”).
                                         The Loan will be evidenced by a Multifamily Note from Borrower to Lender dated effective
                                         as of the effective date of this Guaranty (as amended, modified or supplemented from
                                         time to time, the “Note”). The Note will be secured by a Multifamily
                                         Mortgage, Deed of Trust, or Deed to Secure Debt dated effective as of the effective date
                                         of the Note (as amended, modified or supplemented from time to time, the “Security
                                         Instrument”), encumbering the Mortgaged Property described in the Loan
                                         Agreement.



 


		B.	As a condition to making the Loan to
                                         Borrower, Lender requires that Guarantor execute this Guaranty.



 


		C.	Guarantor has a direct or indirect ownership
                                         or other financial interest in Borrower and/or will otherwise derive a material benefit
                                         from the making of the Loan.



 


AGREEMENT


 


NOW, THEREFORE,
in order to induce Lender to make the Loan to Borrower, and in consideration thereof and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Guarantor agrees as follows:


 


		1.	Defined Terms. The terms
                                         “Indebtedness”, “Loan Documents”, and “Property Jurisdiction”,
                                         and other capitalized terms used but not defined in this Guaranty, will have the meanings
                                         assigned to them in the Loan Agreement.



 


		2.	Scope of Guaranty.



 


		(a)	Guarantor hereby absolutely, unconditionally
                                         and irrevocably guarantees to Lender each of the following:



 




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		(i)	Guarantor guarantees the full and
                                         prompt payment when due, whether at the Maturity Date or earlier, by reason of acceleration
                                         or otherwise, and at all times thereafter, of each of the following:



 


		(A)	Guarantor guarantees a portion
                                         of the Indebtedness (including interest at the Note rate) equal to 0% of the original
                                         principal balance of the Note (“Base Guaranty”).



 


		(B)	In addition to the Base Guaranty,
                                         Guarantor guarantees all other amounts for which Borrower is personally liable under
                                         Sections 9(c), 9(d) and 9(f) of the Note (provided, however, that Guarantor will
                                         have no liability for failure of Borrower or SPE Equity Owner to comply with (I) Section
                                         6.13(a)(xviii) of the Loan Agreement, and (II) the requirement in Section 6.13(a)(x)(B)
                                         of the Loan Agreement as to payment of trade payables within 60 days of the date incurred).



 


		(C)	Guarantor guarantees all costs
                                         and expenses, including reasonable Attorneys’ Fees and Costs incurred by Lender
                                         in enforcing its rights under this Guaranty.



 


		(ii)	Guarantor guarantees the full and
                                         prompt payment and performance of, and compliance with, all of Borrower’s obligations
                                         under Sections 6.12, 10.02(b) and 10.02(d) of the Loan Agreement when due and the accuracy
                                         of Borrower’s representations and warranties under Section 5.05 of the Loan Agreement.



 


		(iii)	Guarantor guarantees the full and
                                         prompt payment and performance of, and compliance with, Borrower’s obligations
                                         under Section 6.09(e)(v) of the Loan Agreement to the extent Property Improvement Alterations
                                         have commenced and remain uncompleted.



 


		(iv)	Reserved.



 


		(v)	Reserved.



 


		(b)	If the Base Guaranty stated in
                                         Section 2(a)(i)(A) is 100% of the original principal balance of the Note, then the
                                         following will be applicable:



 


		(i)	The Base Guaranty will mean and include,
                                         and Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender,
                                         the full and complete prompt payment of the entire Indebtedness, the performance of and/or
                                         compliance with all of Borrower’s obligations under the Loan Documents when due,
                                         and the accuracy of Borrower’s representations and warranties contained in the
                                         Loan Documents.



 


		(ii)	For so long as the Base Guaranty
                                         remains in effect (there being no limit to the duration of the Base Guaranty unless otherwise
                                         expressly provided in this Guaranty), the obligations guaranteed pursuant to Sections 2(a)(i)(B)
                                         and 2(a)(i)(C) will be part of, and not in addition to or in limitation of, the Base
                                         Guaranty.



 


		(c)	If the Base Guaranty stated in
                                         Section 2(a)(i)(A) is less than 100% of the original principal balance of the Note,
                                         then Section 2(b) will be completely inapplicable.



 




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		(d)	If Guarantor is not liable for
                                         the entire Indebtedness, then all payments made by Borrower with respect to the Indebtedness
                                         and all amounts received by Lender from the enforcement of its rights under the Loan
                                         Agreement and the other Loan Documents (except this Guaranty) will be applied first to
                                         the portion of the Indebtedness for which neither Borrower nor Guarantor has personal
                                         liability.



 


		3.	Additional
                                         Guaranty Relating to Bankruptcy.



 


		(a)	Notwithstanding any limitation
                                         on liability provided for elsewhere in this Guaranty, Guarantor hereby absolutely, unconditionally
                                         and irrevocably guarantees to Lender the full and prompt payment when due, whether at
                                         the Maturity Date or earlier, by reason of acceleration or otherwise, and at all times
                                         thereafter, the entire Indebtedness, in the event that:



 


		(i)	Borrower or any SPE Equity Owner
                                         voluntarily files for bankruptcy protection under the Bankruptcy Code.



 


		(ii)	Borrower or any SPE Equity Owner
                                         voluntarily becomes subject to any reorganization, receivership, insolvency proceeding,
                                         or other similar proceeding pursuant to any other federal or state law affecting debtor
                                         and creditor rights.



 


		(iii)	The Mortgaged Property or any part
                                         of the Mortgaged Property becomes an asset in a voluntary bankruptcy or becomes subject
                                         to any voluntary reorganization, receivership, insolvency proceeding, or other similar
                                         voluntary proceeding pursuant to any other federal or state law affecting debtor and
                                         creditor rights.



 


		(iv)	An order of relief is entered against
                                         Borrower or any SPE Equity Owner pursuant to the Bankruptcy Code or other federal or
                                         state law affecting debtor and creditor rights in any involuntary bankruptcy proceeding
                                         initiated or joined in by a Related Party.



 


		(v)	An involuntary bankruptcy or other
                                         involuntary insolvency proceeding is commenced against Borrower or any SPE Equity Owner
                                         (by a party other than Lender) but only if Borrower or such SPE Equity Owner has failed
                                         to use commercially reasonable efforts to dismiss such proceeding or has consented to
                                         such proceeding. “Commercially reasonable efforts” will not require any direct
                                         or indirect interest holders in Borrower or any SPE Equity Owner to contribute or cause
                                         the contribution of additional capital to Borrower or any SPE Equity Owner.



 


		(b)	For purposes of Section 3(a)
                                         the term “Related Party” will include all of the following:



 


		(i)	Borrower, any Guarantor
                                         or any SPE Equity Owner.



 


		(ii)	Any Person that holds, directly
                                         or indirectly, any ownership interest (including any shareholder, member or partner)
                                         in Borrower, any Guarantor or any SPE Equity Owner or any Person that has a right to
                                         manage Borrower, any Guarantor or any SPE Equity Owner.



 


		(iii)	Any Person in which Borrower, any
                                         Guarantor or any SPE Equity Owner has any ownership interest (direct or indirect) or
                                         right to manage.



 




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		(iv)	Any Person in which any partner,
                                         shareholder or member of Borrower, any Guarantor or any SPE Equity Owner has an ownership
                                         interest or right to manage.



 


		(v)	Any Person in which any Person holding
                                         an interest in Borrower, any Guarantor or any SPE Equity Owner also has any ownership
                                         interest.



 


		(vi)	Any creditor (as defined in the
                                         Bankruptcy Code) of Borrower that is related by blood, marriage or adoption to Borrower,
                                         any Guarantor or any SPE Equity Owner.



 


		(vii)	Any creditor (as defined in the
                                         Bankruptcy Code) of Borrower that is related to any partner, shareholder or member of,
                                         or any other Person holding an interest in, Borrower, any Guarantor or any SPE Equity
                                         Owner.



 


		(c)	If Borrower, any Guarantor, any
                                         SPE Equity Owner or any Related Party has solicited creditors to initiate or participate
                                         in any proceeding referred to in Section 3(a), regardless of whether any of the
                                         creditors solicited actually initiates or participates in the proceeding, then such proceeding
                                         will be considered as having been initiated by a Related Party.



 


		4.	Guarantor’s Obligations
                                         Survive Foreclosure. The obligations of Guarantor under this Guaranty will survive
                                         any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of
                                         foreclosure, and any release of record of the Security Instrument, and, in addition,
                                         the obligations of Guarantor relating to Borrower’s representations and warranties
                                         under Section 5.05 of the Loan Agreement, and Borrower’s obligations under Sections 6.12
                                         and 10.02(b) of the Loan Agreement will survive any repayment or discharge of
                                         the Indebtedness. Notwithstanding the foregoing, if Lender has never been a mortgagee-in-possession
                                         of or held title to the Mortgaged Property, Guarantor will have no obligation under this
                                         Guaranty relating to Borrower’s representations and warranties under Section 5.05
                                         of the Loan Agreement or Borrower’s obligations relating to environmental matters
                                         under Sections 6.12 and 10.02(b) of the Loan Agreement after the date of the release
                                         of record of the lien of the Security Instrument as a result of the payment in full of
                                         the Indebtedness on the Maturity Date or by voluntary prepayment in full.



 


		5.	Guaranty of Payment and Performance.
                                         Guarantor’s obligations under this Guaranty constitute an unconditional guaranty
                                         of payment and performance and not merely a guaranty of collection.



 


		6.	No Demand by Lender Necessary;
                                         Waivers by Guarantor. The obligations of Guarantor under this Guaranty must be performed
                                         without demand by Lender and will be unconditional regardless of the genuineness, validity,
                                         regularity or enforceability of the Note, the Loan Agreement, or any other Loan Document,
                                         and without regard to any other circumstance which might otherwise constitute a legal
                                         or equitable discharge of a surety, a guarantor, a borrower or a mortgagor. Guarantor
                                         hereby waives, to the fullest extent permitted by applicable law, all of the following:



 


		(a)	The benefit of all principles or
                                         provisions of law, statutory or otherwise, which are or might be in conflict with the
                                         terms of this Guaranty and agrees that Guarantor’s obligations will not be affected
                                         by any circumstances, whether or not referred to in this Guaranty, which might otherwise
                                         constitute a legal or equitable discharge of a surety, a guarantor, a borrower or a mortgagor.



 




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		(b)	The benefits of any right of discharge
                                         under any and all statutes or other laws relating to a guarantor, a surety, a borrower
                                         or a mortgagor, and any other rights of a surety, a guarantor, a borrower or a mortgagor
                                         under such statutes or laws.



 


		(c)	Diligence in collecting the Indebtedness,
                                         presentment, demand for payment, protest, all notices with respect to the Note and this
                                         Guaranty which may be required by statute, rule of law or otherwise to preserve
                                         Lender’s rights against Guarantor under this Guaranty, including notice of acceptance,
                                         notice of any amendment of the Loan Documents, notice of the occurrence of any default
                                         or Event of Default, notice of intent to accelerate, notice of acceleration, notice of
                                         dishonor, notice of foreclosure, notice of protest, and notice of the incurring by Borrower
                                         of any obligation or indebtedness.



 


		(d)	All rights to cause a marshalling
                                         of the Borrower’s assets or to require Lender to do any of the following:



 


		(i)	Proceed against Borrower or any other
                                         guarantor of Borrower’s payment or performance under the Loan Documents (an “Other
                                         Guarantor”).



 


		(ii)	Proceed against any general partner
                                         of Borrower or any Other Guarantor if Borrower or any Other Guarantor is a partnership.



 


		(iii)	Proceed against or exhaust any
                                         collateral held by Lender to secure the repayment of the Indebtedness.



 


		(iv)	Pursue any other remedy it may now
                                         or hereafter have against Borrower, or, if Borrower is a partnership, any general partner
                                         of Borrower.



 


		(e)	Any right to object to the timing,
                                         manner or conduct of Lender’s enforcement of its rights under any of the Loan Documents.



 


		(f)	Any right to revoke this Guaranty
                                         as to any future advances by Lender under the terms of the Loan Agreement to protect
                                         Lender’s interest in the Mortgaged Property.



 


		7.	Modification of Loan Documents.
                                         At any time or from time to time and any number of times, without notice to Guarantor
                                         and without affecting the liability of Guarantor, all of the following will apply:



 


		(a)	Lender may extend the time for
                                         payment of the principal of or interest on the Indebtedness or renew the Indebtedness
                                         in whole or in part.



 


		(b)	Lender may extend the time for
                                         Borrower’s performance of or compliance with any covenant or agreement contained
                                         in the Note, the Loan Agreement or any other Loan Document, whether presently existing
                                         or entered into after the date of this Guaranty, or waive such performance or compliance.



 


		(c)	Lender may accelerate the Maturity
                                         Date of the Indebtedness as provided in the Note, the Loan Agreement, or any other Loan
                                         Document.



 


		(d)	Lender and Borrower may modify
                                         or amend the Note, the Loan Agreement, or any other Loan Document in any respect, including
                                         an increase in the principal amount.



 




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		(e)	Lender may modify, exchange, surrender
                                         or otherwise deal with any security for the Indebtedness or accept additional security
                                         that is pledged or mortgaged for the Indebtedness.



 


		8.	Joint and Several Liability.
                                         The obligations of Guarantor (and each party named as a Guarantor in this Guaranty)
                                         and any Other Guarantor will be joint and several. Lender, in its sole and absolute discretion,
                                         may take any of the following actions:



 


		(a)	Lender may bring suit against Guarantor,
                                         or any one or more of the parties named as a Guarantor in this Guaranty, and any Other
                                         Guarantor, jointly and severally, or against any one or more of them.



 


		(b)	Lender may compromise or settle
                                         with Guarantor, any one or more of the parties named as a Guarantor in this Guaranty,
                                         or any Other Guarantor, for such consideration as Lender may deem proper.



 


		(c)	Lender may release one or more
                                         of the parties named as a Guarantor in this Guaranty, or any Other Guarantor, from liability.



 


		(d)	Lender may otherwise deal with
                                         Guarantor and any Other Guarantor, or any one or more of them, in any manner.



 


No
action of Lender described in this Section 8 will affect or impair the rights of Lender to collect from any one or more of the
parties named as a Guarantor under this Guaranty any amount guaranteed by Guarantor under this Guaranty.


 


		9.	Limited Release of Guarantor
                                         Upon Transfer of Mortgaged Property. If Guarantor requests a release of its liability
                                         under this Guaranty in connection with a Transfer which Lender has approved pursuant
                                         to Section 7.05(a) of the Loan Agreement, and Borrower has provided a replacement
                                         Guarantor acceptable to Lender, then one of the following will apply:



 


		(a)	If Borrower delivers to Lender
                                         a Clean Site Assessment, then Lender will release Guarantor from all of Guarantor’s
                                         obligations except Guarantor’s obligation to guaranty Borrower’s liability
                                         under Section 6.12 (Environmental Hazards) or Section 10.02(b) (Environmental
                                         Indemnification) of the Loan Agreement with respect to any loss, liability, damage, claim,
                                         cost or expense which directly or indirectly arises from or relates to any Prohibited
                                         Activities or Conditions existing prior to the date of the Transfer.



 


		(b)	If Borrower does not deliver a
                                         Clean Site Assessment as described in Section 7.05(b)(i) of the Loan Agreement,
                                         then Lender will release Guarantor from all of Guarantor’s obligations except for
                                         Guarantor’s obligation to guaranty Borrower’s liability under Section 6.12
                                         (Environmental Hazards) or Section 10.02(b) (Environmental Indemnification) of the
                                         Loan Agreement.



 


		10.	Subordination of Borrower’s
                                         Indebtedness to Guarantor. Any indebtedness of Borrower held by Guarantor now or
                                         in the future is and will be subordinated to the Indebtedness and Guarantor will collect,
                                         enforce and receive any such indebtedness of Borrower as trustee for Lender, but without
                                         reducing or affecting in any manner the liability of Guarantor under the other provisions
                                         of this Guaranty.



 


		11.	Waiver of Subrogation. Guarantor
                                         will have no right of, and hereby waives any claim for, subrogation or reimbursement
                                         against Borrower or any general partner of Borrower by reason of any payment by Guarantor
                                         under this Guaranty, whether such right or claim arises at law or in equity or under
                                         any contract or statute, until the Indebtedness has been paid in full and there has expired
                                         the maximum possible period thereafter during which any payment made by Borrower to Lender
                                         with respect to the Indebtedness could be deemed a preference under the United States
                                         Bankruptcy Code.



 




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		12.	Preference. If any payment
                                         by Borrower is held to constitute a preference under any applicable bankruptcy, insolvency,
                                         or similar laws, or if for any other reason Lender is required to refund any sums to
                                         Borrower, such refund will not constitute a release of any liability of Guarantor under
                                         this Guaranty. It is the intention of Lender and Guarantor that Guarantor’s obligations
                                         under this Guaranty will not be discharged except by Guarantor’s performance of
                                         such obligations and then only to the extent of such performance.



 


		13.	Financial Information and
                                         Litigation. Guarantor will deliver each of the following to Lender within 10 Business
                                         Days following a Notice from Lender requesting such information:



 


		(a)	Guarantor’s balance sheet
                                         and profit and loss statement as of the end of (A) the quarter that ended at least 30 days
                                         prior to the due date of the requested items, and/or (B) the fiscal year that ended
                                         at least 90 days prior to the due date of the requested items.



 


		(b)	Other Guarantor
                                         financial statements as Lender may reasonably require.



 


		(c)	Written updates on the status of
                                         all litigation proceedings that Guarantor disclosed or should have disclosed to Lender
                                         as of the date of this Guaranty.



 


		(d)	If an Event of Default has occurred
                                         and is continuing, copies of Guarantor’s most recent filed state and federal tax
                                         returns, including any current tax return extensions.



 


		14.	Assignment. Lender may
                                         assign its rights under this Guaranty in whole or in part and upon any such assignment,
                                         all the terms and provisions of this Guaranty will inure to the benefit of such assignee
                                         to the extent so assigned. The terms used to designate any of the parties in this Guaranty
                                         will be deemed to include the heirs, legal representatives, successors and assigns of
                                         such parties, and the term “Lender” will also include any lawful owner, holder
                                         or pledgee of the Note.



 


		15.	Complete and Final Agreement.
                                         This Guaranty and the other Loan Documents represent the final agreement between
                                         the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent
                                         oral agreements. There are no unwritten oral agreements between the parties. All prior
                                         or contemporaneous agreements, understandings, representations, and statements, oral
                                         or written, are merged into this Guaranty and the other Loan Documents. Guarantor acknowledges
                                         that Guarantor has received a copy of the Note and all other Loan Documents. Neither
                                         this Guaranty nor any of its provisions may be waived, modified, amended, discharged,
                                         or terminated except by a writing signed by the party against which the enforcement of
                                         the waiver, modification, amendment, discharge, or termination is sought, and then only
                                         to the extent set forth in that writing.



 


		16.	Governing Law. This Guaranty
                                         will be governed by and enforced in accordance with the laws of the Property Jurisdiction,
                                         without giving effect to the choice of law principles of the Property Jurisdiction that
                                         would require the application of the laws of a jurisdiction other than the Property Jurisdiction.



 




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		17.	Jurisdiction; Venue. Guarantor
                                         agrees that any controversy arising under or in relation to this Guaranty may be litigated
                                         in the Property Jurisdiction, and that the state and federal courts and authorities with
                                         jurisdiction in the Property Jurisdiction will have jurisdiction over all controversies
                                         which may arise under or in relation to this Guaranty. Guarantor irrevocably consents
                                         to service, jurisdiction and venue of such courts for any such litigation and waives
                                         any other venue to which it might be entitled by virtue of domicile, habitual residence
                                         or otherwise. However, nothing in this Guaranty is intended to limit Lender’s right
                                         to bring any suit, action or proceeding relating to matters arising under this Guaranty
                                         against Guarantor or any of Guarantor’s assets in any court of any other jurisdiction.



 


		18.	Guarantor’s Interest
                                         in Borrower. Guarantor represents to Lender that Guarantor has a direct or indirect
                                         ownership or other financial interest in Borrower and/or will otherwise derive a material
                                         financial benefit from the making of the Loan.



 


		19.	Reserved.



 


		20.	Reserved.



 


		21.	Reserved.



 


		22.	Reserved.



 


		23.	Reserved.



 


		24.	Reserved.



 


		25.	State-Specific Provisions.
                                         State-specific provisions, if any, are included on Schedule 1 to this Guaranty.



 


		26.	Community Property. If
                                         Guarantor (or any Guarantor, if more than one) is a married person, and the state of
                                         residence of Guarantor or his or her spouse (“Guarantor Spouse”)
                                         is a community property jurisdiction, then each of the following apply:



 


		(a)	Guarantor (or each such married
                                         Guarantor, if more than one) agrees that Lender may satisfy Guarantor’s obligations
                                         under this Guaranty to the extent of all of Guarantor’s separate property and against
                                         the marital community property of Guarantor and Guarantor Spouse.



 


		(b)	If Guarantor Spouse is not also
                                         a Guarantor of the Loan, Guarantor certifies that none of the assets shown on his or
                                         her financial statements submitted to Lender for purposes of underwriting the Loan were
                                         either (i) Guarantor Spouse’s individual property, or (ii) community property under
                                         the sole management, control, and disposition of Guarantor Spouse.



 


		(c)	If Guarantor or Guarantor Spouse
                                         resides in Alaska, Arizona, Idaho, Louisiana, Nevada, New Mexico, Washington or Wisconsin,
                                         Guarantor has caused Guarantor Spouse to acknowledge this Guaranty as required on the
                                         signature page of this Guaranty.



 


		27.	WAIVER OF TRIAL BY JURY.
                                         



 


		(a)	GUARANTOR AND LENDER EACH
                                         COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT
                                         OF THIS GUARANTY OR THE RELATIONSHIP BETWEEN THE PARTIES AS GUARANTOR AND LENDER THAT
                                         IS TRIABLE OF RIGHT BY A JURY. 



 




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		(b)	GUARANTOR
                                         AND LENDER EACH WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT
                                         THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY
                                         IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT
                                         LEGAL COUNSEL.



 


		28.	Notices.  All Notices
                                         required under this Guaranty will be provided in accordance with the requirements of
                                         Section 11.03 of the Loan Agreement. Guarantor’s address for Notices is as set
                                         forth on the signature page of this Guaranty unless changed in accordance with this Section
                                         28.



 


		29.	Attached Schedules and Riders.
                                         The following Schedules and Riders, if marked with an “X” in the space
                                         provided, are attached to this Guaranty:



 


	 	x	Schedule 1 – State Specific Provisions
	 	 	 
	 	 ̈	Material Adverse Change Rider
	 	 	 
	 	x	Minimum Net Worth/Liquidity Rider
	 	 	 
	 	 ̈	Other:

	 	 	 


		30.	Attached Exhibit. The
                                         following Exhibit, if marked with an “X” in the space provided, is attached
                                         to this Guaranty:



 


	 	 ̈	Exhibit A	Modifications to Guaranty


 


IN WITNESS WHEREOF, Guarantor has signed
and delivered this Guaranty under seal or has caused this Guaranty to be signed and delivered under seal by its duly authorized
representative. Where applicable law provides, Guarantor intends that this Guaranty will be deemed to be signed and delivered
as a sealed instrument.


 


(Remainder
of page intentionally left blank; signature pages follow.)


 




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	 	BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation


 


	 	By:	/s/ Michael Konig                              (SEAL)
	 	 	Name: Michael Konig
	 	 	
        Title: Authorized Signatory 



 







	Signed, sealed and delivered in the	 
	presence of:	 
	 	 
	/s/ Molly Brown	 
	 	 
	Print Name: Molly Brown, Unofficial Witness	 
	 	 
	/s/ Dale Pozzi	 
	Notary Public, New York	 
	County, New York	 
	[SEAL]	 
	 	 
	Date: September 27, 2016	 
	 	 
	My commission expires: January 28, 2017	 


 




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	 	CARROLL MULTIFAMILY REAL ESTATE FUND IV, LP,
    a Delaware limited partnership
	 	 
	 	By: /s/ Josh Champion                                       (SEAL)
	 	Josh Champion
	 	President of Acquisitions


 


	Signed, sealed and delivered in the	 
	presence of:	 
	 	 
	/s/ Norma R. Brantley	 
	 	 
	Print Name: Norma R. Brantley, Unofficial Witness	 
	 	 
	/s/ Stephanie Anne Meister	 
	Notary Public, Georgia	 
	County, Fulton	 
	[SEAL]	 
	 	 
	Date: September 28, 2016	 
	 	 
	My commission expires: August 15, 2020	 


 




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		(a)	Guarantor’s
Notice Address:



 


	 	 	Name:	Bluerock Residential Growth REIT, Inc.
	 	 	Address:	712 Fifth Avenue, 9th Floor
	 	 	 	New York, New York 10019
	 	 	 	Attention: Jordan Ruddy and Michael Konig
	 	 	 	 
	 	 	Name:	Carroll Multifamily Real Estate Fund IV, LP
	 	 	Address:	c/o Carroll Organization, LLC
	 	 	 	3340 Peachtree Road, NE, Suite 2250
	 	 	 	Atlanta, Georgia 30326


 


		(b)	Guarantor
                                         represents and warrants that Guarantor is:



 


	 	 	 ̈ married
	 	 	 ̈ single
	 	 	x an entity


 


		(c)	If
                                         Guarantor is married, then Guarantor represents and warrants that Guarantor’s state
                                         of residence is    N/A    and Guarantor Spouse’s
                                         state of residence is    N/A   .



 


		(d)	If Guarantor (i) is married, and (ii)
                                         Guarantor Spouse is not also a Guarantor of this Loan, and (iii) Guarantor or Guarantor
                                         Spouse’s state of residence is Alaska, Arizona, Idaho, Louisiana, Nevada, New Mexico,
                                         Washington, or Wisconsin, then Guarantor must cause Guarantor Spouse to sign below in
                                         accordance with Section 26 of this Guaranty.



 


Any
person signing this Guaranty solely as a Guarantor Spouse will bind only Guarantor Spouse’s marital community property and
will not bind Guarantor Spouse’s separate property to the payment and performance of the Guarantor’s obligations under
this Guaranty.


 


	 	Guarantor Spouse’s Signature:	N/A
	 	 	 
	 	Guarantor Spouse’s Printed Name:	N/A
	 	 	 
	 	Guarantor Spouse’s Address:	N/A


 




    	Guaranty - Multistate
	Page 12 



     


    

 


SCHEDULE 1


 


STATE SPECIFIC
PROVISIONS


 


	Georgia	Guarantor
    waives the benefit of O.C.G.A. Section 10-7-24.


 




    	Guaranty - Multistate	Schedule 1 - Page 1



     


    

 


RIDER TO GUARANTY


 


MINIMUM NET
WORTH/LIQUIDITY


 


(Revised 7-12-2016)


 


The following
changes are made to the Guaranty which precedes this Rider:


 


		A.	Section 20 is deleted and replaced with the following:



 


		20.	Minimum Net Worth/Liquidity Requirements.



 


		(a)	Guarantor must maintain a minimum
                                         net worth of $15,000,000 with liquid assets of at least $4,843,100 (collectively, “Minimum
                                         Net Worth Requirement”).



 


		(b)	In addition to the financial information
                                         that Guarantor is required to provide pursuant to Section 13 of this Guaranty, annually
                                         within 90 days after the end of each fiscal year of Guarantor (or at the end of
                                         each calendar year with respect to any Guarantor that is an individual), Guarantor must
                                         provide Lender with a written certification (“Guarantor Certification”)
                                         of the net worth and liquid assets of Guarantor, derived in accordance with customarily
                                         acceptable accounting practices. The Guarantor must certify the Guarantor Certification
                                         under penalty of perjury as true and complete.



 


		(c)	Within 30 days of receipt of
                                         Notice from Lender that Guarantor has failed to maintain the Minimum Net Worth Requirement,
                                         Guarantor must either:



 


		(i)	cause one or more natural persons
                                         or entities who individually or collectively, as applicable, meet the Minimum Net Worth
                                         Requirement and is/are acceptable to Lender, in its sole discretion, to execute and deliver
                                         to Lender a guaranty in the same form as this Guaranty, without any cost or expense to
                                         Lender; or



 


		(ii)	deliver to Lender a letter of
                                         credit or other collateral acceptable to Lender in its discretion meeting the following
                                         conditions, as applicable:



 


		(A)	If Guarantor supplies a letter of
                                         credit, the letter of credit must be in the form required by Lender and satisfy the requirements
                                         for Letters of Credit set forth in Section 11.15 of the Loan Agreement, except that an
                                         updated nonconsolidation opinion will not be required.



 


		(B)	The letter of credit or other collateral
                                         must be in an amount equal to the greatest of:



 


		(X)	the positive difference, if any,
                                         obtained by subtracting the net worth identified in the Guarantor Certification from
                                         the minimum net worth required under the Minimum Net Worth Requirement,



 




    	Rider to Guaranty
Minimum Net Worth/Liquidity
	Page 1



     


    

 


		(Y)	the positive difference, if any,
                                         obtained by subtracting the liquid assets identified in the Guarantor Certification from
                                         the minimum liquid assets required under the Minimum Net Worth Requirement, and



 


		(Z)	$100,000.



 


		(d)	Lender will hold the letter of credit
                                         or other collateral until one of the following occurs:



 


		(i)	Lender has a claim against the
                                         Guarantor, in which case Lender will be entitled to draw on the letter of credit and
                                         apply the proceeds or the other collateral to such claim(s), in Lender’s sole discretion.



 


		(ii)	Lender returns the letter of credit
                                         or other collateral to Guarantor pursuant to Section (e).



 


		(e)	Provided no Event of Default then
                                         exists, Guarantor will be entitled to request a return of the unused portion, if any,
                                         of the letter of credit or other collateral in the event it delivers to Lender evidence
                                         in form and substance satisfactory to Lender, including a Guarantor Certification, that
                                         Guarantor has satisfied the Minimum Net Worth Requirement.



 


		(f)	If there is more than one Guarantor
                                         of the Indebtedness, Lender will determine compliance with the Minimum Net Worth Requirement
                                         based on the aggregate net worth and liquid assets of all Guarantors of the Indebtedness.
                                         However, each Guarantor of the Indebtedness will otherwise satisfy all other requirements
                                         of this Section 20 on an individual basis at all times.



 




    	Rider to Guaranty
Minimum Net Worth/Liquidity
	Page 2