Exhibit 10.2


 


UNCONDITIONAL
GUARANTY OF PAYMENT AND PERFORMANCE


 


FOR AND IN CONSIDERATION
OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned JERNIGAN
CAPITAL, INC., a Maryland corporation (“REIT”), and the Additional Guarantors which are a party hereto or may hereafter
become a party hereto, if any (hereinafter referred to individually as a “Subsidiary Guarantor” and collectively, as
“Subsidiary Guarantors”; REIT, and the Subsidiary Guarantors are sometimes hereinafter referred to individually as
a “Guarantor” and collectively as “Guarantors”), the receipt and sufficiency whereof are hereby acknowledged
by Guarantors, and for the purpose of seeking to induce KEYBANK NATIONAL ASSOCIATION, a national banking association (hereinafter
referred to as “Lender”, which term shall also include each other Lender which may now be or hereafter become a party
to the “Credit Agreement” (as hereinafter defined), any Lender acting as the Issuing Lender under the Credit Agreement
and shall also include any such individual Lender acting as agent for all of the Lenders), to extend credit or otherwise provide
financial accommodations to JERNIGAN CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company (“Borrower”)
under the Credit Agreement, and seeking to induce the Lender Hedge Providers to provide final accommodations by entering into derivative
contracts that may give rise to Hedge Obligations, which extension of credit and provision of financial accommodations will be
to the direct interest, advantage and benefit of Guarantors, Guarantors do hereby, jointly and severally, absolutely, unconditionally
and irrevocably guarantee to Lender and the Lender Hedge Providers the complete payment and performance of the following liabilities,
obligations and indebtedness of Borrower to Lender and Lender Hedge Providers (hereinafter referred to collectively as the “Obligations”)
(capitalized terms that are used herein that are not otherwise defined herein shall have the meanings set forth in the Credit Agreement):


 


(a)          the
full and prompt payment when due, whether by acceleration or otherwise, either before or after maturity thereof, of the Revolving
Credit Notes made by Borrower to the order of the applicable Lenders in the maximum aggregate principal face amount of up to One
Hundred Million and No/100 Dollars ($100,000,000.00), and of the Swing Loan Note made by Borrower to the order of the Swing Loan
Lender in the principal face amount of Ten Million and No/100 Dollars ($10,000,000.00), together with interest as provided in the
Revolving Credit Notes and the Swing Loan Note and together with any replacements, supplements, renewals, modifications, consolidations,
restatements, increases and extensions thereof; and


 


(b)          the
full and prompt payment and performance of any “Hedge Obligations” (as defined in the Credit Agreement); and


 


(c)          the
full and prompt payment and performance when due of any and all obligations of Borrower and any Guarantor to Lender under the Security
Documents, together with any replacements, supplements, renewals, modifications, consolidations, restatements and extensions thereof;
and


 




     


     


    

 


(d)          the
full and prompt payment when due, whether by acceleration or otherwise, either before or after maturity thereof, of each other
note as may be issued under that certain Credit Agreement dated of even date herewith (as replaced, supplemented, amended, modified,
consolidated, restated, increased or extended, hereinafter referred to as the “Credit Agreement”) among Borrower, KeyBank,
for itself and as agent, and the other lenders now or hereafter a party thereto, together with interest as provided in each such
note, together with any replacements, supplements, renewals, modifications, consolidations, restatements, increases, and extensions
thereof (the Revolving Credit Notes, the Swing Loan Note and each of the notes described in this subparagraph (d) are hereinafter
referred to collectively as the “Note”); and


 


(e)          the
full and prompt payment and performance of any and all obligations of Borrower to Lender and Issuing Lender under the terms of
the Credit Agreement, together with any replacements, supplements, renewals, modifications, consolidations, restatements, and extensions
thereof; and


 


(f)          the
full and prompt payment and performance of any and all other obligations of Borrower to Lender under any other agreements, documents
or instruments now or hereafter evidencing, securing or otherwise relating to the indebtedness evidenced by the Note or the Credit
Agreement (the Note, the Credit Agreement, the Security Documents and said other agreements, documents and instruments are hereinafter
collectively referred to as the “Loan Documents” and individually referred to as a “Loan Document”).


 


Notwithstanding anything
to the contrary contained herein, under no circumstances shall any of the “Obligations” guaranteed hereby include any
obligation that constitutes an Excluded Hedge Obligation of such Guarantor.


 


1.          Agreement
to Pay and Perform; Costs of Collection. Guarantors do hereby agree that following and during the continuance of an Event of
Default under the Loan Documents if the Note is not paid by Borrower in accordance with its terms, or if any and all sums which
are now or may hereafter become due from Borrower to Lender under the Loan Documents are not paid by Borrower in accordance with
their terms, or if any and all other obligations of Borrower to Lender under the Note or of Borrower or any Guarantor under the
other Loan Documents are not performed by such Borrower or Guarantor, as applicable, in accordance with their terms, Guarantors
will immediately upon demand make such payments and perform such obligations. Guarantors further agree to pay Lender on demand
all reasonable costs and expenses (including court costs and reasonable attorneys’ fees and disbursements) paid or incurred
by Lender in endeavoring to collect the Obligations guaranteed hereby, to enforce any of the Obligations of Borrower guaranteed
hereby, or any portion thereof, or to enforce this Guaranty, and until paid to Lender, such sums shall bear interest at the Default
Rate set forth in Section 4.11 of the Credit Agreement unless collection from Guarantors of interest at such rate would be contrary
to applicable law, in which event such sums shall bear interest at the highest rate which may be collected from Guarantors under
applicable law.


 


2.          Reinstatement
of Refunded Payments. If, for any reason, any payment to Lender of any of the Obligations guaranteed hereunder is required
to be refunded, rescinded or returned by Lender to Borrower, or paid or turned over to any other Person, including, without limitation,
by reason of the operation of bankruptcy, reorganization, receivership or insolvency laws or similar laws of general application
relating to creditors’ rights and remedies now or hereafter enacted, Guarantors agree to pay to the Lender on demand an amount
equal to the amount so required to be refunded, paid or turned over (the “Turnover Payment”), the obligations of Guarantors
shall not be treated as having been discharged by the original payment to Lender giving rise to the Turnover Payment, and this
Guaranty shall be treated as having remained in full force and effect for any such Turnover Payment so made by Lender, as well
as for any amounts not theretofore paid to Lender on account of such obligations.


 




    	 	2	 



     


    

 


3.          Rights
of Lender to Deal with Collateral, Borrower and Other Persons. Each Guarantor hereby consents and agrees that Lender may at
any time, and from time to time, without thereby releasing any Guarantor from any liability hereunder and without notice to or
further consent from any Guarantor or any other Person or entity, either with or without consideration: release or surrender any
lien or other security of any kind or nature whatsoever held by it or by any Person, firm or corporation on its behalf or for its
account, securing any indebtedness or liability hereby guaranteed; substitute for any collateral so held by it, other collateral
of like kind, or of any kind; modify the terms of the Note or the other Loan Documents; extend or renew the Note for any period;
grant releases, compromises and indulgences with respect to the Note or the other Loan Documents and to any Persons or entities
now or hereafter liable thereunder or hereunder; release any other guarantor (including any Guarantor), surety, endorser, obligor
or accommodation party of the Note or any other Loan Documents; or take or fail to take any action of any type whatsoever. No such
action which Lender shall take or fail to take in connection with the Note or the other Loan Documents, or any of them, or any
security for the payment of the indebtedness of Borrower to Lender or for the performance of any obligations or undertakings of
Borrower, any Guarantor or any other Person, nor any course of dealing with Borrower or any other Person, shall release any Guarantor’s
obligations hereunder, affect this Guaranty in any way or afford any Guarantor any recourse against Lender. The provisions of this
Guaranty shall extend and be applicable to all replacements, supplements, renewals, amendments, increases, extensions, consolidations,
restatements and modifications of the Note and the other Loan Documents, and any and all references herein to the Note and the
other Loan Documents shall be deemed to include any such replacements, supplements, renewals, extensions, amendments, increases,
consolidations, restatements or modifications thereof. Without limiting the generality of the foregoing, Guarantors acknowledge
the terms of Sections 2.11 of the Credit Agreement pursuant to which the Total Commitment under the Credit Agreement may be increased
to up to $200,000,000.00 and of Section 18.3 of the Credit Agreement and agree that this Guaranty shall extend and be applicable
to each new or replacement note delivered by Borrower pursuant thereto without notice to or further consent from Guarantors, or
any of them.


 




    	 	3	 



     


    

 


4.          No
Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any
Lender has any obligation to make Loans or issue Letters of Credit, Guarantors will not, by paying any sum recoverable hereunder
(whether or not demanded by Lender) or by any means or on any other ground, claim any set-off or counterclaim against Borrower
in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings
of any nature, prove in competition with Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim
or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations
hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Notwithstanding any other provision
of this Guaranty to the contrary, each Guarantor hereby waives and releases any claim or other rights which such Guarantor may
now have or hereafter acquire against Borrower or any other Guarantor or other Person of all or any of the obligations of Guarantors
hereunder that arise from the existence or performance of such Guarantor’s obligations under this Guaranty or any of the
other Loan Documents, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification,
any right to participate in any claim or remedy of Lender against Borrower or any other Guarantor or other Person or any Collateral
which Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute
or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from Borrower
or any other Guarantor or other Person, directly or indirectly, in cash or other property or by setoff or in any other manner,
payment or security on account of such claim or other rights, except for those rights of each Guarantor under the Contribution
Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement
and each Guarantor agrees not to make or receive any payment on account of the Contribution Agreement so long as any of the Obligations
remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor
shall receive any payment under or on account of the Contribution Agreement or otherwise, it shall hold such payment as trustee
for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in
any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or
other portion of such indebtedness shall have been reduced by such payment. In connection with the foregoing, Guarantors expressly
waive any and all rights of subrogation to Lender against Borrower, any other Guarantor or any other Person, and Guarantors hereby
waive any rights to enforce any remedy which Lender may have against Borrower, any other Guarantor or any other Person and any
rights to participate in any collateral for Borrower’s obligations under the Loan Documents. Guarantors hereby subordinate
any and all indebtedness of Borrower or any other Guarantor now or hereafter owed to any Guarantor to all indebtedness of Borrower
or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower
or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’
obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in
any of the security described in and encumbered by the Loan Documents because of any such indebtedness; provided, however, that,
if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid
over to Lender on account of the indebtedness of Borrower or Guarantor to Lender, but without reducing or affecting in any manner
the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion
of such outstanding indebtedness shall have been reduced by such payment.


 


5.          Waiver
of Defenses. Guarantors hereby agree that their obligations hereunder shall not be affected or impaired by, and hereby waive
and agree not to assert or take advantage of any defense based on:


 




    	 	4	 



     


    

 


(a)          (i)
any change in the amount, interest rate or due date or other term of any of the obligations hereby guaranteed, (ii) any change
in the time, place or manner of payment of all or any portion of the obligations hereby guaranteed, (iii) any amendment or waiver
of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any
other document or instrument evidencing or relating to any obligations hereby guaranteed, or (iv) any waiver, renewal, extension,
addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any
of the other Loan Documents, or any other documents, instruments or agreements relating to the obligations hereby guaranteed or
any other instrument or agreement referred to therein or evidencing any obligations hereby guaranteed or any assignment or transfer
of any of the foregoing;


 


(b)          any
subordination of the payment of the obligations hereby guaranteed to the payment of any other liability of Borrower or any other
Person;


 


(c)          any
act or failure to act by Borrower or any other Person which may adversely affect any Guarantor’s subrogation rights, if any,
against Borrower or any other Person to recover payments made under this Guaranty;


 


(d)          any
nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the obligations
hereby guaranteed;


 


(e)          any
application of sums paid by Borrower or any other Person with respect to the liabilities of Lender, regardless of what liabilities
of the Borrower remain unpaid, provided such payment is credited against the Obligations as determined by the Lenders in their
sole discretion;


 


(f)          any
defense of Borrower, including without limitation, the invalidity, illegality or unenforceability of any of the Obligations;


 


(g)          either
with or without notice to Guarantors, any renewal, extension, modification, amendment or other changes in the Obligations, including
but not limited to any material alteration of the terms of payment or performance of the Obligations;


 


(h)          any
statute of limitations in any action hereunder or for the collection of the Note or for the payment or performance of any obligation
hereby guaranteed;


 


(i)          the
incapacity, lack of authority, death or disability of Borrower, any Guarantor, or any other Person or entity, or the failure of
Lender to file or enforce a claim against the estate (either in administration, bankruptcy or in any other proceeding) of Borrower
or any Guarantor or any other Person or entity;


 


(j)          the
dissolution or termination of existence of Borrower, any Guarantor or any other Person or entity;


 


(k)          the
voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of Borrower or any Guarantor
or any other Person or entity;


 


(l)          the
voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment,
composition, or readjustment of, or any similar proceeding affecting, Borrower or any Guarantor or any other Person or entity,
or any of Borrower’s or any Guarantor’s or any other Person’s or entity’s properties or assets;


 




    	 	5	 



     


    

 


(m)          the
damage, destruction, condemnation, foreclosure or surrender of all or any part of the Collateral, the Borrowing Base Properties,
any other Real Estate, or any of the improvements located thereon;


 


(n)          the
failure of Lender to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation of
Borrower or of any action or nonaction on the part of any other Person whomsoever in connection with any obligation hereby guaranteed;


 


(o)          any
failure or delay of Lender to commence an action against Borrower or any other Person, to assert or enforce any remedies against
Borrower under the Note or the other Loan Documents, or to realize upon any security;


 


(p)          any
failure of any duty on the part of Lender to disclose to any Guarantor any facts it may now or hereafter know regarding Borrower
(including, without limitation Borrower’s financial condition), any other Person, the Collateral, or any other assets or
liabilities of such Persons, whether such facts materially increase the risk to Guarantors or not (it being agreed that Guarantors
assume responsibility for being informed with respect to such information);


 


(q)          failure
to accept or give notice of acceptance of this Guaranty by Lender;


 


(r)          failure
to make or give notice of presentment and demand for payment of any of the indebtedness or performance of any of the obligations
hereby guaranteed;


 


(s)          failure
to make or give protest and notice of dishonor or of default to Guarantors or to any other party with respect to the indebtedness
or performance of obligations hereby guaranteed;


 


(t)          any
and all other notices whatsoever to which Guarantors might otherwise be entitled;


 


(u)          any
lack of diligence by Lender in collection, protection or realization upon any collateral securing the payment of the indebtedness
or performance of obligations hereby guaranteed;


 


(v)         the
invalidity or unenforceability of the Note, or any of the other Loan Documents, or any assignment or transfer of the foregoing;


 


(w)          the
compromise, settlement, release or termination of any or all of the obligations of Borrower under the Note or the other Loan Documents
or the Hedge Obligations;


 


(x)          any
transfer by Borrower or any other Person of all or any part of the security encumbered by the Loan Documents;


 


(y)          the
failure of Lender to perfect any security or to extend or renew the perfection of any security; or


 




    	 	6	 



     


    

 


(z)          to
the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which Guarantors might otherwise
be entitled, it being the intention that the obligations of Guarantors hereunder are absolute, unconditional and irrevocable.


 


Each Guarantor understands
that the exercise by Lender of certain rights and remedies may affect or eliminate such Guarantor’s right of subrogation
against the Borrower, the other Guarantors or other Persons and that such Guarantor may therefore incur partially or totally nonreimbursable
liability hereunder. Nevertheless, Guarantors hereby authorize and empower Lender, its successors, endorsees and assigns, to exercise
in its or their sole discretion, any rights and remedies, or any combination thereof, which may then be available, it being the
purpose and intent of Guarantors that the obligations hereunder shall be absolute, continuing, independent and unconditional under
any and all circumstances. Notwithstanding any other provision of this Guaranty to the contrary, each Guarantor hereby waives and
releases any claim or other rights which such Guarantor may now have or hereafter acquire against Borrower or any other Guarantor
or other Person of all or any of the obligations of Guarantors hereunder that arise from the existence or performance of such Guarantor’s
obligations under this Guaranty or any of the other Loan Documents, including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution or indemnification, any right to participate in any claim or remedy of Lender against Borrower or any
other Guarantor or other Person or any Collateral which Lender now has or hereafter acquires, whether or not such claim, remedy
or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without
limitation, the right to take or receive from Borrower or any other Guarantor or other Person, directly or indirectly, in cash
or other property or by setoff or in any other manner, payment or security on account of such claim or other rights, except for
those rights of each Guarantor under the Contribution Agreement, provided that any exercise of rights under the Contribution Agreement
shall be subject to the terms of this Agreement.


 


6.          Guaranty
of Payment and Performance and Not of Collection. This is a guaranty of payment and performance and not of collection. The
liability of Guarantors under this Guaranty shall be primary, direct and immediate and not conditional or contingent upon the pursuit
of any remedies against Borrower or any other Person, nor against securities or liens available to Lender, its successors, successors
in title, endorsees or assigns. Guarantors hereby waive any right to require that an action be brought against Borrower or any
other Person or to require that resort be had to any security or to any balance of any deposit account or credit on the books of
Lender in favor of Borrower or any other Person.


 




    	 	7	 



     


    

 


7.          Rights
and Remedies of Lender. In the event of an Event of Default under the Note or the other Loan Documents, or any of them, that
is continuing (it being understood that the Lender has no obligation to accept cure after an Event of Default occurs), Lender shall
have the right to enforce its rights, powers and remedies thereunder or hereunder or under any other Loan Document, in any order,
and all rights, powers and remedies available to Lender in such event shall be nonexclusive and cumulative of all other rights,
powers and remedies provided thereunder or hereunder or by law or in equity. Accordingly, Guarantors hereby authorize and empower
Lender upon the occurrence and during the continuance of any Event of Default under the Note or the other Loan Documents, at its
sole discretion, and without notice to Guarantors, to exercise any right or remedy which Lender may have, including, but not limited
to, judicial foreclosure, exercise of rights of power of sale, acceptance of a deed or assignment in lieu of foreclosure, appointment
of a receiver to collect rents and profits, exercise of remedies against personal property, or enforcement of any assignment of
leases, as to any security, whether real, personal or intangible. At any public or private sale of any security or collateral for
any of the Obligations guaranteed hereby, whether by foreclosure or otherwise, Lender may, in its discretion, purchase all or any
part of such security or collateral so sold or offered for sale for its own account and may apply against the amount bid therefor
all or any part of the balance due it pursuant to the terms of the Note or any other Loan Document without prejudice to Lender’s
remedies hereunder against Guarantors for deficiencies. If the Obligations guaranteed hereby are partially paid by reason of the
election of Lender to pursue any of the remedies available to Lender, or if such Obligations are otherwise partially paid, this
Guaranty shall nevertheless remain in full force and effect with respect to the remaining Obligations outstanding, and Guarantors
shall remain liable for the entire balance of the Obligations guaranteed hereby even though any rights which any Guarantor may
have against Borrower or any other Person may be destroyed or diminished by the exercise of any such remedy.


 


8.          Application
of Payments. Guarantors hereby authorize Lender, without notice to Guarantors, to apply all payments and credits received from
Borrower, any Guarantor or any other Person or realized from any security in such manner and in such priority as set forth in the
Credit Agreement.


 


9.          Business
Failure, Bankruptcy or Insolvency. In the event of the business failure of any Guarantor or if there shall be pending any bankruptcy
or insolvency case or proceeding with respect to any Guarantor under federal bankruptcy law or any other applicable law or in connection
with the insolvency of any Guarantor, or if a liquidator, receiver, or trustee shall have been appointed for any Guarantor or any
Guarantor’s properties or assets, Lender may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of Lender allowed in any proceedings relative to such Guarantor, or any of such Guarantor’s
properties or assets, and, irrespective of whether the indebtedness or other obligations of Borrower guaranteed hereby shall then
be due and payable, by declaration or otherwise, Lender shall be entitled and empowered to file and prove a claim for the whole
amount of any sums or sums owing with respect to the indebtedness or other obligations of Borrower guaranteed hereby, and to collect
and receive any moneys or other property payable or deliverable on any such claim. Guarantors covenant and agree that upon the
commencement of a voluntary or involuntary bankruptcy proceeding by or against Borrower, Guarantors shall not seek a supplemental
stay or otherwise pursuant to 11 U.S.C. §105 or any other provision of the Bankruptcy Code, as amended, or any other debtor
relief law (whether statutory, common law, case law, or otherwise) of any jurisdiction whatsoever, now or hereafter in effect,
which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights
of Lender against Guarantors by virtue of this Guaranty or otherwise.


 


10.         Covenants
of Guarantors. Guarantors hereby covenant and agree with Lender that until all indebtedness guaranteed hereby has been completely
repaid and all obligations and undertakings of Borrower under, by reason of, or pursuant to the Note and the other Loan Documents
have been completely performed and Lender has no further obligation to make Loans or issue Letters of Credit, Guarantors will comply
with any and all covenants applicable to Guarantors set forth in the Credit Agreement and the Contribution Agreement.


 




    	 	8	 



     


    

 


11.         Rights
of Set-off. In addition to any rights of Lender under applicable law, during the continuance of any Event of Default under
the Note or the other Loan Documents, Lender may at any time and without notice to Guarantors, but subject to the prior written
approval of Agent, set-off and apply the whole or any portion or portions of any or all deposits (general or specific, time or
demand, provisional or final, regardless of currency, maturity, or branch of Lender where the deposits are held) now or hereafter
held by Lender or other sums credited by or due from any Lender to any Guarantor and any securities or other property of the Guarantors
in the possession of such Lender against amounts payable under this Guaranty, whether or not any other person or persons could
also withdraw money therefrom.


 


12.         Changes
in Writing; No Revocation. This Guaranty may not be changed orally, and no obligation of any Guarantor can be released or waived
by Lender except as provided in Sections 5.6 or 27 of the Credit Agreement. This Guaranty shall be irrevocable by Guarantors until
all indebtedness guaranteed hereby has been completely repaid and all obligations and undertakings of Borrower under, by reason
of, or pursuant to the Note, the Letters of Credit and the Loan Documents have been completely performed and the Lenders have no
further obligation to advance Loans or issue Letters of Credit under the Credit Agreement.


 


13.         Notices.
Each notice, demand, election or request provided for or permitted to be given pursuant to this Guaranty (hereinafter in this Section
13 referred to as “Notice”), but specifically excluding to the maximum extent permitted by law any notices of the institution
or commencement of foreclosure proceedings, must be in writing and shall be deemed to have been properly given or served by personal
delivery or by sending same by overnight courier or by depositing same in the United States Mail, postpaid and registered or certified,
return receipt requested, or as expressly permitted herein, by telecopy and addressed as follows:


 


If to the Agent or KeyBank:


 


KeyBank National Association

127 Public Square

Cleveland, Ohio 44144

Attn: Sara Jo Smith

Email: Sara_Jo_Smith@KeyBank.com

Telecopy No.: (216) 689-5819


 


With a copy to:


 


Dentons US LLP

Suite 5300

303 Peachtree Street, N.E.

Atlanta, Georgia 30308

Attn: William F. Timmons, Esq.

Email: bill.timmons@dentons.com

Telecopy No.: (404) 527-4198


 




    	 	9	 



     


    

 


If to the Guarantors:


 


c/o Jernigan Capital Operating Company, LLC

6410 Poplar Avenue

Suite 650

Memphis, Tennessee 38119

Attn: John A. Good and Bill Mathieu

Email: john@jernigancapital.com

            billm@jernigancapital.com

Telecopy No.: _________________


 


With a copy to:


 


Morrison & Foerster LLP

250 W. 55th Street

New York, New York 10019

Attn: Jeffrey J. Temple

Email: JTemple@mofo.com

Telecopy No.: (212) 468-7900


 


Each Notice shall be
effective upon being personally delivered or upon being sent by overnight courier or upon being deposited in the United States
Mail as aforesaid, or if transmitted by telegraph, telecopy, telefax or telex is permitted, upon being sent and confirmation of
receipt. The time period in which a response to such Notice must be given or any action taken with respect thereto (if any), however,
shall commence to run from the date of receipt if personally delivered or sent by overnight courier, or if so deposited in the
United States Mail, the earlier of three (3) Business Days following such deposit or the date of receipt as disclosed on the return
receipt. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given
shall be deemed to be receipt of the Notice sent. By giving at least fifteen (15) days’ prior Notice thereof, Borrower, Guarantors
or Lenders shall have the right from time to time and at any time during the term of this Guaranty to change their respective addresses
and each shall have the right to specify as its address any other address within the United States of America


 


14.         Governing
Law. GUARANTORS ACKNOWLEDGE AND AGREE, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, THAT THIS GUARANTY AND
THE OBLIGATIONS OF GUARANTORS HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 




    	 	10	 



     


    

 


15.         CONSENT
TO JURISDICTION; WAIVERS. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO PERSONAL JURISDICTION IN THE
STATE OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, AND (B) WAIVES ANY AND ALL PERSONAL
RIGHTS UNDER THE LAWS OF ANY STATE (I) TO THE RIGHT, IF ANY, TO TRIAL BY JURY(LENDER HAVING ALSO WAIVED SUCH RIGHT TO TRIAL BY
JURY), (II) TO OBJECT TO JURISDICTION WITHIN THE STATE OF NEW YORK OR VENUE IN ANY PARTICULAR FORUM WITHIN THE STATE OF NEW YORK,
AND (III) TO THE RIGHT, IF ANY, TO CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER
THAN OR IN ADDITION TO ACTUAL DAMAGES. EACH LENDER IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS UNDER THE LAWS OF
ANY STATE TO THE RIGHT, IF ANY, TO TRIAL BY JURY. EACH GUARANTOR AGREES THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS
PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE BY CERTIFIED OR REGISTERED
MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO SUCH GUARANTOR AT THE ADDRESS SET FORTH IN PARAGRAPH 13 ABOVE, AND SERVICE SO MADE
SHALL BE COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL BE SO MAILED. NOTHING CONTAINED HEREIN, HOWEVER, SHALL PREVENT LENDER FROM
BRINGING ANY SUIT, ACTION OR PROCEEDING OR EXERCISING ANY RIGHTS AGAINST ANY SECURITY AND AGAINST ANY GUARANTOR PERSONALLY, AND
AGAINST ANY PROPERTY OF ANY GUARANTOR, WITHIN ANY OTHER STATE. INITIATING SUCH SUIT, ACTION OR PROCEEDING OR TAKING SUCH ACTION
IN ANY STATE SHALL IN NO EVENT CONSTITUTE A WAIVER OF THE AGREEMENT CONTAINED HEREIN THAT THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THE RIGHTS AND OBLIGATIONS OF GUARANTORS AND LENDER HEREUNDER OR OF THE SUBMISSION HEREIN MADE BY GUARANTORS TO PERSONAL
JURISDICTION WITHIN THE STATE OF NEW YORK. EACH GUARANTOR HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT. EACH GUARANTOR CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND ACKNOWLEDGE THAT LENDER HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY AND
THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS PARAGRAPH
15. EACH GUARANTOR ACKNOWLEDGES THAT THEY HAVE HAD AN OPPORTUNITY TO REVIEW THIS PARAGRAPH 15 WITH THEIR LEGAL COUNSEL AND THAT
SUCH GUARANTOR AGREES TO THE FOREGOING AS THEIR FREE, KNOWING AND VOLUNTARY ACT.


 


16.         Successors
and Assigns. The provisions of this Guaranty shall be binding upon Guarantors and their respective heirs, successors, successors
in title, legal representatives, and assigns, and shall inure to the benefit of Lender, its successors, successors in title, legal
representatives and assigns, and the holders of the Hedge Obligations. No Guarantor shall assign or transfer any of its rights
or obligations under this Guaranty without the prior written consent of Lender.


 


17.         Assignment
by Lender. This Guaranty is assignable by Lender in whole or in part in conjunction with any assignment of the Note or portions
thereof, and any assignment hereof or any transfer or assignment of the Note or portions thereof by Lender shall operate to vest
in any such assignee the rights and powers, in whole or in part, as appropriate, herein conferred upon and granted to Lender, subject
to and upon the terms and conditions of the Credit Agreement.


 




    	 	11	 



     


    

 


18.         Severability.
If any term or provision of this Guaranty shall be determined to be illegal or unenforceable, all other terms and provisions hereof
shall nevertheless remain effective and shall be enforced to the fullest extent permitted by law.


 


19.         Disclosure.
Guarantors agree that in addition to disclosures made in accordance with standard banking practices, any Lender may disclose information
obtained by such Lender pursuant to this Guaranty to assignees or participants and potential assignees or participants hereunder
subject to the terms and provisions of the Credit Agreement.


 


20.         No
Unwritten Agreements. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


21.         Time
of the Essence. Time is of the essence with respect to each and every covenant, agreement and obligation of Guarantors under
this Guaranty.


 


22.         Ratification.
Guarantors do hereby restate, reaffirm and ratify each and every warranty and representation regarding Guarantors or their Subsidiaries
set forth in the Credit Agreement as if the same were more fully set forth herein.


 


23.         Joint
and Several Liability. Each of the Guarantors covenants and agrees that each and every covenant and obligation of Guarantors
hereunder shall be the joint and several obligations of each of the Guarantors.


 


24.         Fair
Consideration. The Guarantors represent that the Guarantors are engaged in common business enterprises related to those of
the Borrower and each Guarantor will derive substantial direct or indirect economic benefit from the effectiveness and existence
of the Credit Agreement.


 


25.         Counterparts.
This Guaranty and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each
of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving
this Guaranty it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom
enforcement is sought.


 


26.         Condition
of Borrower. Without reliance on any information supplied by the Lender, each Guarantor has independently taken, and will continue
to take, whatever steps it deems necessary to evaluate the financial condition and affairs of the Borrower or any collateral, and
the Lender shall not have any duty to advise any Guarantor of information at any time known to the Lender regarding such financial
condition or affairs or any collateral.


 




    	 	12	 



     


    

 


IN WITNESS WHEREOF,
Guarantors have executed this Guaranty under seal as of this 25th day of July, 2017.


 


	
        
	GUARANTORS:
	 	 
	 	JERNIGAN CAPITAL, INC., a Maryland corporation
	 	 	 
	 	By:	/s/ John A. Good
	 	Name:	John A. Good
	 	Title:	President and Chief Operating Officer
	 	 	 
	 	 	(SEAL)


 


SIGNATURES CONTINUED ON NEXT PAGE


 


Signature Page to Unconditional Guaranty
of Payment and Performance


 




     


     


    

 


Lender joins in the
execution of this Guaranty for the sole and limited purpose of evidencing its agreement to waiver of the right to trial by jury
contained in Paragraph 15 hereof and Section 25 of the Credit Agreement.


 


	 	KEYBANK NATIONAL ASSOCIATION,
	 	as Agent for the Lenders
	 	 	 
	 	By:	/s/ Sara Jo Smith
	 	Name:	Sara Jo Smith
	 	Title:	Vice President


 


Signature Page to
Unconditional Guaranty of Payment and Performance