Exhibit 10.10


 


Freddie Mac Loan Number: 708060749


Property Name: Village Green of
Ann Arbor


 


GUARANTY


(CME AND PORTFOLIO) 


 


MULTISTATE


 


(Revised 7-20-2012)


 


THIS GUARANTY ("Guaranty'') is
entered into to be effective as of September 12, 2012, by JONATHAN HOLTZMAN, BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND
II, LLC, a Delaware limited liability company, and BLUEROCK SPECIAL
OPPORTUNITY+ INCOME FUND III, LLC, a Delaware limited liability company ("Guarantor'', collectively
if more than one), for the benefit of KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an
Ohio corporation ("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"), VILLAGE GREEN OF ANN
ARBOR ASSOCIATES, LLC, a Michigan limited liability company ("Borrower")
has requested that Lender make a loan to Borrower in the amount of $43,200,000.00 ("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:


 




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		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:



 


		(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. l 3(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). (CME loans only)


 


		(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/or 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.



 


		(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.



 




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		(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.



 


		(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.	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.



 


		4.	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.



 


		5.	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.



 


		6.	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.



 




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		(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.



 


		(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.



 


		7.	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 7 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.


 


		8.	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 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 indemnified
matters created or arising solely from any Prohibited Activities or Conditions first existing after the date of the Transfer, provided
such loss, liability, damage, claim, cost or expense does not directly or indirectly arise from or relate to any Prohibited Activities
or Conditions existing prior to the date of the Transfer.



 




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		(b)	If Borrower does not deliver a Clean Site Assessment as described in Section 7.05(b)(i),
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.



 


		9.	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.



 


		10.	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.



 


		11.	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.



 


		12.	Financial Information. Guarantor, from time to time upon written request by Lender, will deliver to Lender such financial
statements as Lender may reasonably require. 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.



 


		13.	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.



 




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		14.	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.



 


		15.	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.



 


		16.	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.



 


		17.	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.



 


		18.	State-Specific Provisions. N/A.



 


		19.	Community Property Provision.



 


Not applicable.


 


		20.	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.



 


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



 


		x	None



 


		 ̈	Material Adverse Change Rider



 


		 ̈	Minimum Net Worth/Liquidity Requirements Rider



 


		 ̈	Other__________________________



 


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



 


		 ̈	Exhibit AModifications to Guaranty



 


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


 




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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.


 


GUARANTOR:


 


	 	By:	/s/ Jonathan Holtzman
	 	 	Jonathan Holtzman


 


Acknowledgment


 


	STATE OF Michigan 	)
	 	) ss:
	COUNTY OF Oakland 	)


 


The foregoing
instrument was acknowledged before me this__________day of September, 2012 by Jonathan Holtzman and acknowledged the foregoing
instrument to be his voluntary act and deed.


 


	/s/ Cheryl L. Imrick	 
	Notary Public	 
	Printed Name: Cheryl L. Imrick                	CHERYL L. IMRICK
	My Commission Expires: 	Notary Public, State of Michigan
	11/21/2012	County of Macomb
	 	My Commission Expires Nov. 21, 2012
	 	Acting in the County of Oakland


 


		(a)	Name and Address of Guarantor



 


	Name:	Jonathan Holtzman
	Address:	30833 Northwestern Highways, Suite 300 .
	 	Farmington Hills, Michigan 48334


 


		(b)	Guarantor represents and warrants that Guarantor is:



		 ̈	single



		x	married



		 ̈	an
entity



 


		(c)	Guarantor represents and warrants that Guarantor's state
of residence is Michigan.



 


[DOCUMENT EXECUTION CONTINUES ON THE
FOLLOWING PAGES]


 




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	 	GUARANTOR:
	 	 
	 	BLUEROCK SPECIAL OPPORTUNITY + INCOME 

FUND II, LLC,
	 	a Delaware limited liability company,
	 	 
	 	By:	BR SOIF II Manager, LLC,
	 	 	a Delaware limited liability company, Manager
	 	 	 
	 	 	By:	/s/ Christopher J. Vohs
	 	 	Name:	Christopher J. Vohs
	 	 	Title:	Authorized Signatory


 


ACKNOWLEDGMENT


 


	STATE OF Michigan 	)
	 	) ss:
	COUNTY OF Oakland 	)
	 	 


The
foregoing instrument was acknowledged before me this
6th day of September, 2012 by Christopher J. Vohs, the Authorized Signatory on behalf of BR SOIF II Manager, LLC, a
Delaware limited liability company, as Manager on behalf
of Bluerock Special Opportunity + Income Fund II, LLC,
a Delaware limited liability company, on behalf of said limited liability company.


 


	Notary Public	NANCY CRICHTON
	 	Notary Public, Oakland County, Ml
	Printed Name:__________	My Commission Expires Feb. 21, 2013
	My Commission Expire	Acting In the County of OAKLAND


_______________


  


		(a)	Name and Address of Guarantor



 


	Name:	Bluerock Special Opportunity + Income Fund II, LLC 
	Address:	
        c/o Bluerock Real Estate, L.L.C.

        70 East Fifth Street, 9th Floor

        New York, New York 10022



 


		(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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	 	GUARANTOR:
	 	BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND ID, LLC,
	 	a Delaware limited liability company,


 


	 	By:	BR SOIF III Manager, LLC,
	 	 	a Delaware limited liability company,
	 	 	Manager


 


	 	By:	/s/ Christopher J. Vohs
	 	Name:	Christopher J. Vohs
	 	Title:	Authorized Signatory


 


ACKNOWLEDGMENT


 


	STATE OF Michigan 	)
	 	) ss:
	COUNTY OF Oakland 	)


 


The foregoing
instrument was acknowledged before me this 6th day of September, 2012 by Christopher
J. Vohs, the Authorized Signatory on behalf of BR SOIF III Manager, LLC, a Delaware limited
liability company, as Manager on behalf of Bluerock Special Opportunity + Income Fund III,
LLC, a Delaware limited liability company, on behalf of said limited liability company.


 


	Notary Public	NANCY CRICHTON
	 	Notary Public, Oakland County, Ml
	Printed Name:_______	My Co1111l1lsslon Expires Feb. 21, 2013
	My Commission Expire	Acting In the County of OAKLAND


 


 






		(a)	Name and Address of Guarantor



 


	Name:	Bluerock Special Opportunity + Income Fund III, LLC 
	Address:	c/o Bluerock Real Estate, L.L.C.
	 	
        70 East Fifth Street, 9th Floor

        New York, New York 10022



 


		(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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EXHIBIT
A


 


MODIFICATIONS
TO GUARANTY


 


The following modifications are made to the
text of the Guaranty that precedes this Exhibit:


 


NONE


 




    	Guaranty - Multistate (CME and Portfolio)