Exhibit 10.349


 


Freddie Mac Loan No. 708581501

Property Name: Summer Wind


 


GUARANTY


 


MULTISTATE


 


(Revised 9-4-2015)


 


THIS GUARANTY (“Guaranty”)
is entered into to be effective as of January 5, 2016, by BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation
and MPC PARTNERSHIP HOLDINGS LLC, a Georgia limited liability company (“Guarantor”, collectively
if more than one), for the benefit of JONES LANG LASALLE MULTIFAMILY, LLC, a Delaware limited liability company (“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
                                         Naples, LLC, a Delaware limited liability company (“Borrower”) has
                                         requested that Lender make a loan to Borrower in the amount of $32,626,000.00 (“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 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 – All States Except California. 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, from time to time upon written request by Lender, will deliver
                                         to Lender (a) such financial statements as Lender may reasonably require and (b) written
                                         updates on the status of all litigation proceedings that were disclosed or should have
                                         been disclosed by Guarantor to Lender as of the date of this Guaranty. If an Event of
                                         Default has occurred and is continuing, Guarantor will deliver to Lender upon written
                                         request copies of its state and federal tax returns.



 


		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.



 


		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 will 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.



 






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		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.
                                         Not applicable.



 


		26.	Community Property Provision.
                                         Not applicable.



 


		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.



 


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



 


	 	 ̈	 	None
	 	 	 	 
	 	 ̈	 	Material Adverse Change Rider
	 	 	 	 
	 	x	 	Minimum Net Worth/Liquidity Rider
	 	 	 	 
	 	 ̈	 	Other:  


 


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



 


	 	 ̈	 	Exhibit A	Modifications to Guaranty





 






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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.


 


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


 




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	WITNESS:	 	BLUEROCK RESIDENTIAL
    GROWTH REIT, INC., a Maryland corporation
	 	 	 
	/s/ Molly Brown	 	 
	Print Name: Molly Brown	 	By:	/s/
    Michael Konig
	 	 	 	Name: Michael Konig
	 	 	 	Title: Authorized Signatory 
	/s/ Ryan MacDonald	 	 	 
	Print Name: Ryan MacDonald	 	 	 


 


STATE OF NEW YORK


 


CITY/COUNTY OF NEW YORK, ss:


 


I HEREBY CERTIFY that on
this day, before me, an officer duly authorized in the state aforesaid and in the county aforesaid to take acknowledgments, personally
appeared Michael Konig, to me known to be the person described in and who executed the foregoing instrument as the Authorized
Signatory of Bluerock Residential Growth REIT, Inc., a Maryland corporation, and acknowledged to me that he/she as such officer,
being authorized to do so, executed the foregoing instrument for the purposes therein contained in the name of such corporation
by himself/herself as Authorized Signatory.


 


Witness my hand and official
seal in the county and state aforesaid, this 29th day of December, 2015.


 


	 	/s/ Lisa G. Hedden
	 	Notary Public


 


My Commission Expires: June 24, 2017


 


[Notary Seal]


 




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	WITNESS:	 	MPC PARTNERSHIP HOLDINGS
    LLC, a Georgia limited liability company
	 	 	 	 
	/s/ Casey Barber	 	 	 
	Print Name: Casey Barber	 	By:	/s/
    Josh Champion
	 	 	 	Name: Josh Champion
	 	 	 	Title: President
	/s/ Stefanie Bertcher	 	 	 
	Print Name: Stefanie Bertcher	 	 	 


 


STATE OF GEORGIA


 


CITY/COUNTY OF FULTON, ss:


 


I HEREBY CERTIFY that on
this day, before me, an officer duly authorized in the state aforesaid and in the county aforesaid to take acknowledgments, personally
appeared Josh Champion, to me known to be the person described in and who executed the foregoing instrument as the President of
MPC Partnership Holdings LLC, a Georgia limited liability company, and acknowledged to me that he/she as such officer,
being authorized to do so, executed the foregoing instrument for the purposes therein contained in the name of such limited liability
company by himself/herself as President.


 


Witness my hand and official
seal in the county and state aforesaid, this 29th day of December, 2015.


 


	 	/s/ Maria C. Vera
	 	Notary Public


 


My Commission Expires: September 29, 2017


 


[Notary Seal]


 




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		(a)	Name
                                         and Address of Guarantor:



 


		Name:	Bluerock Residential
                                         Growth REIT, Inc.





		Address:	c/o Bluerock
                                         Real Estate, LLC
 712 Fifth Avenue, 9th Floor
 New York, New York 10019





 


		Name:	MPC Partnership
                                         Holdings, LLC



		Address:	c/o Carroll Organization, LLC

                                         3340 Peachtree Road, NE, Suite 2250

                                         Atlanta, Georgia 30326



 


		(b)	Guarantor
                                         represents and warrants that Guarantor is:



 


 ̈
single 




 ̈
married


x
an entity


 


		(c)	Guarantor
                                         represents and warrants that Guarantor’s state of residence is N/A.



 




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RIDER TO GUARANTY


 


MINIMUM NET WORTH/LIQUIDITY


 


(Revised 5-1-2015)



 


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 $15,000,000.00, with liquid assets of at least $3,263,000.00 (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, 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,



 



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		(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.







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