TAX PROTECTION AGREEMENT


 


THIS TAX PROTECTION AGREEMENT
(this “Agreement”) is made and entered into as of April 2, 2014 by and among BLUEROCK RESIDENTIAL GROWTH REIT,
INC., a Maryland corporation (the “REIT”), BLUEROCK RESIDENTIAL HOLDINGS, LP, a Delaware limited partnership
(the “Partnership”), and BR-NPT SPRINGING ENTITY, LLC, a Delaware limited liability company (the “Contributor”).


 


WHEREAS, pursuant to
that certain Contribution Agreement, dated as of March 10, 2014 (the “Contribution Agreement”), the Contributor is
contributing (the “Contribution”), its fee simple ownership in the North Park Towers Apartments to the Partnership
in exchange for $4.1 million in units of limited partnership interest in the Partnership (“Units”) and the assumption
of debt;


 


WHEREAS, it is intended
for federal income tax purposes that the Contribution for Units will be treated as a tax-deferred contribution of assets to the
Partnership for Units under Section 721 of the Code;


 


WHEREAS, in consideration
for the agreement of the Contributor to make the Contribution, the parties desire to enter into this Agreement regarding certain
tax matters as set forth herein; and


 


WHEREAS, the REIT and
the Partnership desire to evidence their agreement regarding certain minimum debt obligations of the Partnership and its subsidiaries.


 


NOW, THEREFORE, in consideration
of the promises and the mutual representations, warranties, covenants and agreements contained herein and in the Contribution Agreement,
the parties hereto hereby agree as follows:


 


ARTICLE 1


DEFINITIONS


 


To the extent not otherwise
defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in the Partnership Agreement (as defined
below).


 


“Accounting
Firm” has the meaning set forth in the Section 3.2.


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Applicable
Rules” has the meaning set forth in Section 2.1(a).


 


“Bottom Guarantee”
has the meaning set forth in Section 2.1.


 


“Closing Date”
means the date on which the Contribution will be effective.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Contributed
Property” means the North Park Towers Apartments.


 




    	 



    	 



    

 


“Contribution”
has the meaning set forth in the Recitals.


 


“Contribution
Agreement” has the meaning set forth in the Recitals.


 


“Contributor”
has the meaning set forth in the Preamble.


 


“Deficit Restoration
Obligation” means a written obligation by a Protected Partner to restore part or all of its deficit capital account in
the Partnership upon the occurrence of certain events (which written obligation may provide for an indemnity in favor of the REIT
as general partner of the Partnership).


 


“Guaranteed
Amount” means the aggregate amount of each Guaranteed Debt that is guaranteed at any time by Partner Guarantors.


 


“Guaranteed
Debt” means any loans incurred (or assumed) by the Partnership or any of its subsidiaries that are guaranteed by Partner
Guarantors at any time after the Closing Date pursuant to Article 2 hereof.


 


“Indirect
Owner” means, in the case of a Protected Partner that is an entity that is classified as a partnership, disregarded entity
or subchapter S corporation for federal income tax purposes, any person owning an equity interest in such Protected Partner, and
in the case of any Indirect Owner that itself is an entity that is classified as a partnership, disregarded entity or subchapter
S corporation for federal income tax purposes, any person owning an equity interest in such entity.


 


“Minimum Liability
Amount” means, for the Protected Partner, the amount set forth next to the Protected Partner’s name on Schedule
2.1(b) hereto, of which an aggregate of $0 will be guaranteed by the Partner Guarantors pursuant to Section 2.1(a) immediately
after the Closing Date.


 


“Nonrecourse
Liability” has the meaning set forth in Treasury Regulations Section 1.752-1(a)(2).


 


“Partner Guarantors”
means those Protected Partners who have guaranteed any portion of the Guaranteed Debt.


 


“Partnership”
has the meaning set forth in the Preamble.


 


“Partnership
Agreement” means the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of April 2, 2014,
as amended, and as the same may be further amended in accordance with the terms thereof.


 


“Protected Partner”
means those persons set forth as Protected Partners on Schedule 2.1(a), and any person who (i) acquires Units from a Protected
Partner in a transaction in which gain or loss is not recognized in whole or in part and in which such transferee’s adjusted
basis for federal income tax purposes is determined in whole or in part by reference to the adjusted basis of the Protected Partner
in such Units, (ii) has notified the Partnership of its status as a Protected Partner and (iii) provides all documentation reasonably
requested by the Partnership to verify such status, but excludes any person that ceases to be a Protected Partner pursuant to this
Agreement.


 




    	2



    	 



    

 


“Tax Protection
Period” means the period commencing on the Closing Date and ending at 12:01 AM on April 2, 2020, provided, however,
that with respect to a Protected Partner, the Tax Protection Period shall terminate at such time as such Protected Partner (or
one or more successor Protected Partners) has disposed of 50% or more of the Units received, directly or indirectly, in the Contribution
by such Protected Partner in one or more taxable transactions; provided, however, that for this purpose, any transfer of
Units from the Protected Partner to persons who are, as of the Closing Date, its owners, shall not be considered a disposal.


 


“Units”
has the meaning set forth in the Recitals.


 


Article
2

Allocation of liabilities; Guarantee AND deficit restoration obligation Opportunity;
NOtification of reduction of liabilities; cooperation REGARDING aDDITIONAL allocation of liabilities


 


2.1           Minimum
Liability Allocation.


 


(a)       During the Tax Protection Period, the Partnership will offer
to each Protected Partner the opportunity, in the Partnership’s discretion, either (i) to enter into a “bottom dollar
guarantee” of certain liabilities of the Partnership (substantially in the form set forth in Schedule 2.1(c)) pursuant to
which the lender for the guaranteed liability is required to pursue all other collateral and security for the guaranteed liability
(other than any “bottom dollar guarantees”) prior to seeking to collect on such a guarantee, and the lender shall have
recourse against the guarantor only if, and solely to the extent that, the total amount recovered by the lender with respect to
the guaranteed liability after the lender has exhausted its remedies is less than the aggregate of the guaranteed amounts with
respect to such liability, and the maximum aggregate liability of each partner for all guaranteed liabilities shall be limited
to the amount actually guaranteed by such partner (a “Bottom Guarantee”) or (ii) to enter into a Deficit Restoration
Obligation, in such amount or amounts so as to cause a special allocation of partnership liabilities to such Protected Partner
for purposes of Section 752 of the Code such that the Protected Partner’s allocable share of Partnership liabilities equals
such Protected Partner’s Minimum Liability Amount and to cause a special allocation of partnership liabilities for purposes
of Section 465 of the Code that increases the Protected Partner’s “at risk” amount by an amount equal to such
Protected Partner’s Minimum Liability Amount (determined as of the Closing Date). In order to minimize the need for the Protected
Partner to enter into such Bottom Guarantees or Deficit Restoration Obligations, the Protected Partner will use the additional
method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities to the Indirect Owners to the maximum
extent possible. In the event that applicable Treasury Regulations (the “Applicable Rules”) are issued which
modify the requirements for bottom dollar guarantees to be effective in causing special allocations of partnership liabilities
to Protected Partners for purposes of Section 752 of the Code and/or Section 465 of the Code, the Partnership, at its option and
in its sole discretion, may agree to work with the Protected Partners together to modify any Bottom Guarantees to the extent necessary
such that they will be effective under the Applicable Rules. The Contributor acknowledges that the U.S. Department of Treasury
has issued proposed Treasury Regulations (79 F.R. 4826 (Jan. 30, 2014)) addressing the allocation of partnership liabilities under
Section 752 of the Code (the “Proposed Regulations”). If the Proposed Regulations are finalized in their current
form, a Protected Partner would not be allocated liabilities solely as a result of entering into a Bottom Guarantee. Even if the
Proposed Regulations are finalized in their current form (or there is any other change in the Applicable Rules), the Partnership
shall have no liability to a Protected Partner if it provides to the Protected Partner the ability to enter into a Bottom Guarantee
in accordance with the terms of this Section 2.1(a).


 




    	3



    	 



    

 


(b)       Following the Tax
Protection Period, the Partnership shall use its commercially reasonable efforts to permit a Protected Partner to enter into a
Bottom Guarantee and/or Deficit Restoration Obligation as described in Section 2.1(a) above if requested by a Protected Partner.
For the avoidance of doubt, following the Tax Protection Period, the notification requirement of Section 2.2 will not apply.


 


2.2           Notification
Requirement. During the Tax Protection Period, the Partnership shall provide prior written notice to a Protected Partner if
the Partnership intends to repay, retire, refinance or otherwise reduce (other than due to scheduled amortization) the amount of
liabilities with respect to the Contributed Property in a manner that would cause an Indirect Owner to recognize gain for federal
income tax purposes as a result of a decrease in the Protected Partner’s share of Partnership liabilities below the Minimum
Liability Amount (determined as of the Closing Date)


 


2.3           Additional
Allocation of Liabilities. If the Partnership provides notice to a Protected Partner pursuant to Section 2.2, the Partnership
shall cooperate with the Protected Partner to arrange an additional allocation of liabilities of the Partnership to the Protected
Partner in such amount or amounts so as to increase the amount of partnership liabilities allocated to such Protected Partner for
purposes of Section 752 of the Code by an amount necessary to prevent the Indirect Owners from recognizing gain for federal income
tax purposes as a result of a decrease in the Protected Partner’s share of Partnership liabilities below the Minimum Liability
Amount (determined as of the Closing Date) as a result of the intended repayment, retirement, refinancing or other reduction (other
than scheduled amortization) in the amount of liabilities with respect to the Contributed Property, including, without limitation,
offering to the Protected Partner the opportunity, in the Partnership’s discretion, either (i) to enter into additional Bottom
Guarantees (substantially in the form set forth in Schedule 2.1(c)) or (ii) to enter into additional Deficit Restoration
Obligations, in either case to the extent of the amount of the Minimum Liability Amount (determined as of the Closing Date).


 


2.4           Deficit
Restoration Obligation. The Partnership will maintain an amount of indebtedness of the Partnership that is considered “recourse”
indebtedness (taking into account all of the facts and circumstances related to the indebtedness, the Partnership and the general
partner) equal to or greater than the sum of the amounts subject to a Deficit Restoration Obligation of all Protected Partners
and other partners in the Partnership. The Deficit Restoration Obligation shall be conclusively presumed to cause the Protected
Partner to be allocated an amount of liabilities equal to the Deficit Restoration Obligation amount of such Protected Partner for
purposes of Sections 465 and 752 of the Code, provided that (1) the Partnership maintains an amount of debt that is considered
“recourse” indebtedness (determined for purposes of Section 752 of the Code and taking into account all of the facts
and circumstances related to the indebtedness, the Partnership and the general partner) equal to the aggregate Deficit Restoration
Obligation amounts of all partners of the Partnership and (2) all other terms and conditions of the Partnership Agreement with
respect to such Deficit Restoration Obligation are met.


 




    	4



    	 



    

 


 


Article
3


Remedies
for Breach


 


3.1           Monetary
Damages. In the event that the Partnership breaches its obligations set forth in Article 2 with respect to a Protected Partner,
the Protected Partner’s sole remedy shall be to receive from the Partnership, and the Partnership shall pay to such Protected
Partner as damages, an amount equal to the aggregate federal, state and local income taxes incurred by the Protected Partner or
an Indirect Owner as a result of the income or gain allocated to, or otherwise recognized by, such Protected Partner with respect
to its Units by reason of such breach, plus an amount equal to the aggregate federal, state, and local income taxes
payable by the Protected Partner or an Indirect Owner as a result of the receipt of any payment required under this Section 3.1.


 


For the avoidance
of doubt, so long as the Partnership provides the opportunities referenced in Sections 2.1 and 2.3 and complies with the notification
requirement of Section 2.2, the Partnership shall have no liability pursuant to this Section 3.1 in the event it is determined
that a Protected Partner has not been specially allocated for purposes of Section 752 of the Code an amount of partnership liabilities
equal to such Protected Partner’s Minimum Liability Amount or is not treated as receiving a special allocation of partnership
liabilities for purposes of Section 465 of the Code that increases such Protected Partner’s “at risk” amount
by an amount equal to such Protected Partner’s Minimum Liability Amount. Furthermore, the Partnership shall have no liability
pursuant to this Section 3.1 if the Partnership merges into another entity treated as a partnership for federal income tax purposes
or the Protected Partner accepts an offer to exchange its Units for equity interests in another entity treated as a partnership
for federal income tax purposes so long as, in either case, such successor entity assumes or agrees to assume the Partnership’s
obligations pursuant to this Agreement.


 


For purposes of computing
the amount of federal, state, and local income taxes required to be paid by a Protected Partner (or Indirect Owner), (i) any deduction
for state income taxes payable as a result thereof actually allowed in computing federal income taxes shall be taken into account,
and (ii) a Protected Partner’s (or Indirect Owner’s) tax liability shall be computed using the highest federal, state
and local marginal income tax rates that would be applicable to such Protected Partner’s (or Indirect Owner’s) taxable
income (taking into account the character and type of such income or gain) for the year with respect to which the taxes must be
paid, without regard to any deductions, losses or credits that may be available to such Protected Partner (or Indirect Owner) that
would reduce or offset its actual taxable income or actual tax liability if such deductions, losses or credits could be utilized
by the Protected Partner (or Indirect Owner) to offset other income, gain or taxes of the Protected Partner (or Indirect Owner),
either in the current year, in earlier years, or in later years).


 




    	5



    	 



    

 


 


3.2           Process
for Determining Damages. If the Partnership has breached or violated any of the covenants set forth in Article 2 (or a Protected
Partner asserts that the Partnership has breached or violated any of the covenants set forth in Article 2), the Partnership and
the Protected Partner (or Indirect Owner) agree to negotiate in good faith to resolve any disagreements regarding any such breach
or violation and the amount of damages, if any, payable to such Protected Partner (or Indirect Owner) under Section 3.1.
If any such disagreement cannot be resolved by the Partnership and such Protected Partner (or Indirect Owner) within sixty (60)
days after the receipt of notice from the Partnership of such breach and the amount of income to be recognized by reason thereof
(or, if applicable, receipt by the Partnership of an assertion by a Protected Partner that the Partnership has breached or violated
any of the covenants set forth in Article 2), the Partnership and the Protected Partner shall jointly retain a nationally recognized
independent public accounting firm (“an Accounting Firm”) to act as an arbitrator to resolve as expeditiously
as possible all points of any such disagreement (including, without limitation, whether a breach of any of the covenants set forth
in Article 2 has occurred and, if so, the amount of damages to which the Protected Partner is entitled as a result thereof, determined
as set forth in Section 3.1). All determinations made by the Accounting Firm with respect to the resolution of any breach
or violation of any of the covenants set forth in Article 2 and the amount of damages payable to the Protected Partner under Section
3.1 shall be final, conclusive and binding on the Partnership and the Protected Partner. The fees and expenses of any Accounting
Firm incurred in connection with any such determination shall be shared equally by the Partnership and the Protected Partner, provided
that if the amount determined by the Accounting Firm to be owed by the Partnership to the Protected Partner is more than five
percent (5%) higher than the amount proposed by the Partnership to be owed to such Protected Partner prior to the submission of
the matter to the Accounting Firm, then all of the fees and expenses of any Accounting Firm incurred in connection with any such
determination shall be paid by the Partnership and if the amount determined by the Accounting Firm to be owed by the Partnership
to the Protected Partner is more than five percent (5%) less than the amount proposed by the Partnership to be owed to such Protected
Partner prior to the submission of the matter to the Accounting Firm, then all of the fees and expenses of any Accounting Firm
incurred in connection with any such determination shall be paid by the Protected Partner.


 


3.3           Required
Notices; Time for Payment. In the event that there has been a breach of Article 2, the Partnership shall provide to each affected
Protected Partner notice of the transaction or event giving rise to such breach not later than at such time as the Partnership
provides to the Protected Partners the IRS Schedule K-1’s to the Partnership’s federal income tax return for the year
of such transaction. All payments required to be made under this Article 3 to any Protected Partner shall be made to such Protected
Partner on or before April 15 of the year following the year in which the gain recognition event giving rise to such payment took
place; provided that, if the Protected Partner is required to make estimated tax payments that would include such
gain (taking into account all available safe harbors), the Partnership shall make a payment to the Protected Partner on or before
the due date for such estimated tax payment and such payment from the Partnership shall be in an amount that corresponds to the
amount of the estimated tax being paid by such Protected Partner at such time as a result of the gain recognition event. In the
event of a payment made after the date required pursuant to this Section 3.3, interest shall accrue on the aggregate amount
required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interest, as
published in the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment
is required to be made.


 




    	6



    	 



    

 


Article
4


Section
704(c) Method and Allocations


 


Notwithstanding any
provision of the Partnership Agreement, the Partnership shall use the “traditional method” under Treasury Regulations
Section 1.704-3(b) for purposes of making all allocations under Section 704(c) of the Code with respect to the Contributed
Property.


 


Article
5


Amendment
of this Agreement; Waiver of certain provisions


 


5.1           Amendment.
This Agreement may not be amended, directly or indirectly (including by reason of a merger between either the Partnership or the
REIT and another entity) except by a written instrument signed by the REIT, the Partnership, and each of the Protected Partners
to be subject to such amendment, except that the Partnership may amend Schedules 2.1(a) and 2.1(b) upon a person
becoming a Protected Partner as a result of a transfer of Units.


 


5.2           Waiver.
Notwithstanding the foregoing, upon written request by the Partnership, each Protected Partner, in its sole discretion, may waive
the payment of any damages that is otherwise payable to such Protected Partner pursuant to Article 3 hereof. Such a waiver shall
be effective only if obtained in writing from the affected Protected Partner.


 




Article 6

Miscellaneous


 


6.1           Additional
Actions and Documents. Each of the parties hereto hereby agrees to take or cause to be taken such further actions, to execute,
deliver, and file or cause to be executed, delivered and filed such further documents, and will obtain such consents, as may be
necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement.


 


6.2           Assignment.
No party hereto shall assign its or his rights or obligations under this Agreement, in whole or in part, except by operation of
law, without the prior written consent of the other parties hereto, and any such assignment contrary to the terms hereof shall
be null and void and of no force and effect.


 


6.3           Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Protected Partners and their respective
successors and permitted assigns, whether so expressed or not. This Agreement shall be binding upon the REIT, the Partnership,
and any entity that is a direct or indirect successor, whether by merger, transfer, spin-off or otherwise, to all or substantially
all of the assets of either the REIT or the Partnership (or any prior successor thereto as set forth in the preceding portion of
this sentence), provided that none of the foregoing shall result in the release of liability of the REIT and the Partnership
hereunder. The REIT and the Partnership covenant with and for the benefit of the Protected Partners not to undertake any transfer
of all or substantially all of the assets of either entity (whether by merger, transfer, spin-off or otherwise) unless the transferee
has acknowledged in writing and agreed in writing to be bound by this Agreement, provided that the foregoing shall not be
deemed to permit any transaction otherwise prohibited by this Agreement.


 




    	7



    	 



    

 


6.4           Modification;
Waiver. No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The
rights and remedies of the parties hereunder are cumulative and not exclusive of any rights or remedies which they would otherwise
have. No modification or waiver of any provision of this Agreement, nor consent to any departure by any party therefrom, shall
in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice to or demand on any party in any case shall entitle such party to any other
or further notice or demand in similar or other circumstances.


 


6.5           Representations
and Warranties Regarding Authority; Noncontravention. Each of the REIT and the Partnership has the requisite corporate or other
(as the case may be) power and authority to enter into this Agreement and to perform its respective obligations hereunder. The
execution and delivery of this Agreement by each of the REIT and the Partnership and the performance of each of its respective
obligations hereunder have been duly authorized by all necessary trust, partnership, or other (as the case may be) action on the
part of each of the REIT and the Partnership. This Agreement has been duly executed and delivered by each of the REIT and the Partnership
and constitutes a valid and binding obligation of each of the REIT and the Partnership, enforceable against each of the REIT and
the Partnership in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy or insolvency
laws (or other laws affecting creditors’ rights generally) or (ii) general principles of equity. The execution and delivery
of this Agreement by each of the REIT and the Partnership do not, and the performance by each of its respective obligations hereunder
will not, conflict with, or result in any violation of (i) the Partnership Agreement or (ii) any other agreement applicable to
the REIT and/or the Partnership, other than, in the case of clause (ii), any such conflicts or violations that would not materially
adversely affect the performance by the Partnership and the REIT of their obligations hereunder.


 


6.6           Captions.
The Article and Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed
to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of
any of the provisions hereof.


 


6.7           Notices.
All notices and other communications given or made pursuant hereto shall be in writing, shall be deemed to have been duly given
or made as of the date delivered, mailed or transmitted, and shall be effective upon receipt, if delivered personally, mailed by
registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such
other address for a party as shall be specified by like changes of address) or sent by electronic transmission to the telecopier
number specified below:


 


(i)          if
to the Partnership or the REIT, to:


 




    	8



    	 



    

 


	 	c/o BRG Manager
	 	712 Fifth Avenue, 9th Floor
	 	New York, NY  10019
	 	Attention: R. Ramin Kamfar


 


(ii)         if
to a Protected Partner, to the address on file with the Partnership.


 


Each party may designate by notice in writing
a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand,
request, or communication which shall be hand delivered, sent, mailed, telecopied or telexed in the manner described above, or
which shall be delivered to a telegraph company, shall be deemed sufficiently given, served, sent, received or delivered for all
purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, or (with respect to a
telecopy or telex) the answerback being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery
is refused by the addressee upon presentation.


 


6.8           Counterparts.
This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and each
of which shall be deemed an original.


 


6.9           Governing
Law. The interpretation and construction of this Agreement, and all matters relating thereto, shall be governed by the laws
of the State of Delaware, without regard to the choice of law provisions thereof.


 


6.10         Consent
to Jurisdiction; Enforceability.


 


6.10.1         This
Agreement and the duties and obligations of the parties hereunder shall be enforceable against any of the parties in the courts
of New York, New York. For such purpose, each party hereto and the Protected Partners hereby irrevocably submits to the nonexclusive
jurisdiction of such courts and agrees that all claims in respect of this Agreement may be heard and determined in any of such
courts.


 


6.10.2         Each
party hereto hereby irrevocably agrees that a final judgment of any of the courts specified above in any action or proceeding relating
to this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.


 


6.11         Severability.
If any part of any provision of this Agreement shall be invalid or unenforceable in any respect, such part shall be ineffective
to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or
the remaining provisions of this Agreement.


 


6.12         Costs
of Disputes. Except as otherwise expressly set forth in this Agreement, the nonprevailing party in any dispute arising hereunder
shall bear and pay the costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred
by the prevailing party or parties in connection with resolving such dispute.




    	9



    	 



    

 


6.13         Enforcement
by Protected Partners. The Protected Partners are the beneficiaries of this Agreement and shall be able to enforce this Agreement
as if they were parties to this Agreement.


 




    	10



    	 



    

 


IN WITNESS WHEREOF, the REIT, the Partnership,
and the Contributor have caused this Agreement to be signed by their respective officers, general partners, or delegates thereunto
duly authorized all as of the date first written above.


 


	BLUEROCK RESIDENTIAL GROWTH REIT, INC.
	a Maryland corporation
	 	 	 	 
	 	By:	/s/ Michael L. Konig	 
	 	Name:	Michael L. Konig	 
	 	Title:  	COO, Secretary & General Counsel	 
	 	 	 	 
	BLUEROCK RESIDENTIAL HOLDINGS, L.P.,
	a Delaware limited partnership
	 	 	 	 
	 	By:	Bluerock Residential Growth REIT, Inc.,
	 	 	a Maryland corporation,	 
	 	 	its General Partner	 
	 	 	 	 
	 	 	By:	/s/ Michael L. Konig	 
	 	 	 	Name:  Michael
    L. Konig	 
	 	 	 	Title: COO, Secretary & General Counsel
	 	 	 	 	 
	BR-NPT SPRINGING ENTITY, LLC,
	a Delaware limited liability company
	 	 	 	 
	 	By:	BR-North Park Towers, LLC,	 
	 	 	a Delaware limited liability company, its Manager
	 	 	 	 
	 	By:	/s/ Jordan B. Ruddy	 
	 	Name:	Jordan B. Ruddy	 
	 	Title:  	Authorized Signatory	 


 




    	11



    	 



    

 


SCHEDULES AND EXHIBITS TO THE TAX PROTECTION
AGREEMENT


 


 


	Schedule 2.1(a)	List of Protected Partners
	Schedule 2.1(b)	Minimum Liability Amount
	Schedule 2.1(c)	Form of Guarantee Agreement


 




    	12



    	 



    

Schedule 2.1(a)


 


List of Protected Partners


 


	BR-NPT Springing Entity, LLC


 




    	13



    	 



    

 


Schedule 2.1(b)


 


Minimum Liability Amount


 


	Protected Partner	 	Minimum Liability Amount **/
	BR-NPT Springing Entity, LLC	 	$4,100,000


**/ The estimated amount of liabilities
that must be allocated to the Protected Partner in order to prevent gain recognition by virtue of an Indirect Owner’s “negative
tax capital account” on the closing date of the IPO as determined by the Partnership in its sole discretion.


 




    	14



    	 



    

 


Schedule 2.1(c)


Form of Guaranty 1/


 


GUARANTEE


 


This Guarantee is made and entered into as of the __ day of _______ 20__, by the persons listed on Exhibit
A annexed hereto (the “Guarantors”) for the benefit of the Lender set forth on Exhibit
B annexed hereto and made a part hereof (the “Lender,” which term shall include any person or
entity who hereafter holds the Note (as defined below) in accordance with the terms thereof).


 


 






1/            This Form of the Guarantee Agreement is for
Guaranteed Debt where the following conditions all are applicable:


 


		(i)	there are no other guarantees in effect with respect to such Guaranteed Debt;



 


		(ii)	the collateral securing such Guaranteed Debt is not collateral for any other indebtedness that
is senior to or pari passu with such Guaranteed Debt;



 


		(iii)	no additional guarantees with respect to such Guaranteed Debt will be entered into during the applicable
Tax Protection Period;



 


		(iv)	the lender with respect to such Guaranteed Debt is not the Partnership, any Subsidiary or other
entity in which the Partnership owns a direct or indirect interest, the REIT, any other partner in the Partnership, or any person
related to any partner in the Partnership as determined for purposes of Treasury Regulations Section 1.752-2; and



 


		(v)	none of the REIT, nor any other partner in the Partnership, nor any person related to any partner
in the Partnership as determined for purposes of Treasury Regulations Section 1.752-2 shall have provided, or shall thereafter
provide, collateral for, or otherwise shall have entered, or thereafter shall enter, into a relationship that would cause such
person or entity to be considered to bear risk of loss with respect to such Guaranteed Debt, as determined for purposes of Treasury
Regulations Section 1.752-2.



 


If, and to the extent that, one or
more of these conditions is not applicable, appropriate changes to the attached Form of Guaranty will be required in order to cause
the various conditions set forth in Article 2 of the Tax Protection Agreement to be satisfied.







 




    	15



    	 



    

 


This Guarantee is made and entered into
as of the __ day of _______ 20__, by the persons listed on Exhibit A annexed hereto (the “Guarantors”)
for the benefit of the Lender set forth on Exhibit B annexed hereto and made a part hereof (the “Lender,”
which term shall include any person or entity who hereafter holds the Note (as defined below) in accordance with the terms thereof).


 


RECITALS


 


WHEREAS, the Lender has loaned to the borrower
set forth on Exhibit B (the “Borrower”) the amount set forth opposite such Lender’s
name on Exhibit B, which loan (i) is evidenced by the promissory note described on Exhibit C hereto
(the “Note”), (ii) has a current outstanding balance in the amount set forth on Exhibit B
annexed hereto, and (iii) is secured by a mortgage or deed of trust on the collateral described on Exhibit D annexed
hereto (the “Deed of Trust,” with the property and other assets securing such Deed of Trust referred
to as the “Collateral”);


 


WHEREAS, the Borrower is either Bluerock
Residential Holdings, L.P., a Delaware limited partnership (the “Partnership”), or a subsidiary of the
Partnership in which the Partnership owns a 98% or greater interest in the Partnership;


 


WHEREAS, the Guarantors are limited partners
in the Partnership; and


 


WHEREAS, the Guarantors are executing and
delivering this Guarantee to guarantee a portion of the Borrower’s payments with respect to the Note, subject to and otherwise
in accordance with the terms and conditions hereinafter set forth.


 


NOW THEREFORE, in consideration
of the foregoing recitals and facts and other good and valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, each of the Guarantors hereby agree as follows:


 


1.          Guarantee
and Performance of Payment.


 


(a)          The
Guarantors hereby irrevocably and unconditionally guarantee the collection by the Lender of, and hereby agree to pay to the Lender
upon demand (following (1) foreclosure of the Deed of Trust, exercise of the powers of sale thereunder and/or acceptance by
the Lender of a deed to the Collateral in lieu of foreclosure, and (2) the exhaustion of the exercise of any and all remedies available
to the Lender against the Borrower, including, without limitation, realizing upon the assets of the Borrower other than the Collateral
against which the Lender may have recourse), an amount equal to the excess, if any, of the Guaranteed Amount set forth on Exhibit
B over the Lender Proceeds (as hereinafter defined) (which excess is referred to as the “Aggregate Guarantee Liability”).
The amounts payable by each Guarantor in respect of the guarantee obligations hereunder shall be in the same proportion as the
dollar amounts listed next to such Guarantor’s name on Exhibit A attached hereto bears to the total Guaranteed
Amount set forth on Exhibit A, provided that, notwithstanding anything to the contrary contained in this Guarantee,
each Guarantor’s aggregate obligation under this Guarantee shall be limited to the dollar amount set forth on Exhibit
A attached hereto next to such Guarantor’s name. The Guarantors' obligations as set forth in this paragraph 1(a)
are hereinafter referred to as the “Guaranteed Obligations.”


 




    	16



    	 



    

 


(b)          For
the purposes of this Guarantee, the term “Lender Proceeds” shall mean the aggregate of (i) the Foreclosure
Proceeds (as hereinafter defined) plus (ii) all amounts collected by the Lender from the Borrower (other than payments of principal,
interest or other amounts required to be paid by the Borrower to Lender under the terms of the Note that are paid by the Borrower
to the Lender at a time when no default has occurred under the Note and is continuing) or realized by the Lender from the sale
of assets of the Borrower other than the Collateral.


 


(c)          For
the purposes of this Guarantee, the term “Foreclosure Proceeds” shall have the applicable meaning set
forth below with respect to the Collateral:


 


		1.	If at least one bona fide third party unrelated to the Lender (and including, without limitation,
any of the Guarantors) bids for such Collateral at a sale thereof, conducted upon foreclosure of the related Deed of Trust or exercise
of the power of sale thereunder, Foreclosure Proceeds shall mean the highest amount bid for such Collateral by the party that acquires
title thereto (directly or through a nominee) at or pursuant to such sale. For the purposes of determining such highest bid, amounts
bid for the Collateral by the Lender shall be taken into account notwithstanding the fact that such bids may constitute credit
bids which offset against the amount due to the Lender under the Note.



 


		2.	If there is no such unrelated third-party at such sale of the Collateral so that the only bidder
at such sale is the Lender or its designee, the Foreclosure Proceeds shall be deemed to be fair market value (the “Fair
Market Value”) of the Collateral as of the date of the foreclosure sale, as such Fair Market Value shall be mutually
agreed upon by the Lender and the Guarantor or determined pursuant to subparagraph 1(d).



 


		3.	If the Lender receives and accepts a deed to the Collateral in lieu of foreclosure in partial satisfaction
of the Borrower's obligations under the Note, the Foreclosure Proceeds shall be deemed to be the Fair Market Value of such Collateral
as of the date of delivery of the deed-in-lieu of foreclosure, as such Fair Market Value shall be mutually agreed upon by the Lender
and the Guarantor or determined pursuant to subparagraph 1(d).



 




    	17



    	 



    

 


(d)          Fair
Market Value of the Collateral (or any item thereof) shall be the price at which a willing seller not compelled to sell would sell
such Collateral, and a willing buyer not compelled to buy would purchase such Collateral, free and clear of all mortgages but subject
to all leases and reciprocal easements and operating agreements. If the Lender and the Guarantor are unable to agree upon the Fair
Market Value of any Collateral in accordance with subparagraphs 1(c)2. or 3. above, as applicable, within twenty (20) days after
the date of the foreclosure sale or the delivery of the deed-in-lieu of foreclosure, as applicable, relating to such Collateral,
either party may have the Fair Market Value of such Collateral determined by appraisal by appointing an appraiser having the qualifications
set forth below to determine the same and by notifying the other party of such appointment within twenty (20) days after the expiration
of such twenty (20) day period. If the other party shall fail to notify the first party, within twenty (20) days after its receipt
of notice of the appointment by the first party, of the appointment by the other party of an appraiser having the qualifications
set forth below, the appraiser appointed by the first party shall alone make the determination of such Fair Market Value. Appraisers
appointed by the parties shall be members of the Appraisal Institute (MAI) and shall have at least ten years’ experience
in the valuation of properties similar to the Collateral being valued in the greater metropolitan area in which such Collateral
is located. If each party shall appoint an appraiser having the aforesaid qualifications and if such appraisers cannot, within
thirty (30) days after the appointment of the second appraiser, agree upon the determination hereinabove required, then they shall
select a third appraiser which third appraiser shall have the aforesaid qualifications, and if they fail so to do within forty
(40) days after the appointment of the second appraiser they shall notify the parties hereto, and either party shall thereafter
have the right, on notice to the other, to apply for the appointment of a third appraiser to the chapter of the American Arbitration
Association or its successor organization located in the metropolitan area in which the Collateral is located or to which the Collateral
is proximate or if no such chapter is located in such metropolitan area, in the metropolitan area closest to the Collateral in
which such a chapter is located. Each appraiser shall render its decision as to the Fair Market Value of the Collateral in question
within thirty (30) days after the appointment of the third appraiser and shall furnish a copy thereof to the Lender and the Guarantor.
The Fair Market Value of the Collateral shall then be calculated as the average of (i) the Fair Market Value determined by the
third appraiser and (ii) whichever of the Fair Market Values determined by the first two appraisers is closer to the Fair Market
Value determined by the third appraiser; provided, however, that if the Fair Market Value determined by the third
appraiser is higher or lower than both Fair Market Values determined by the first two appraisers, such Fair Market Value determined
by the third appraiser shall be disregarded and the Fair Market Value of the Collateral shall then be calculated as the average
of the Fair Market Value determined by the first two appraisers. The Fair Market Value of a Property, as so determined, shall be
binding and conclusive upon the Lender and the Guarantors. Guarantors shall bear the cost of its own appraiser and, subject to
subparagraph 1(e), shall bear all reasonable costs of appointing, and the expenses of, any other appraiser appointed pursuant to
this subparagraph (1)(d).


 


(e)          Notwithstanding
anything in the preceding subparagraphs of this paragraph 1, (i) in no event shall the aggregate amount required to be
paid pursuant to this Guarantee by the Guarantors as a group with respect to all defaults under the Note and the Deed of Trust
securing the obligations thereunder exceed the Guaranteed Amount set forth on Exhibit B hereto, and (ii) the
aggregate obligation of each Guarantor hereunder with respect to the Guaranteed Obligation shall be limited to the lesser of (I) the
product of (w) the Individual Guarantee Percentage for such Guarantor set forth on Exhibit A hereto multiplied
by (x) the Guaranteed Amount, or (II) the product of (y) such Guarantor’s Individual Guarantee Percentage
multiplied by (z) the Aggregate Guarantee Liability.


 


(f)          In
confirmation of the foregoing, and without limitation, the Lender must first exhaust all of its rights and remedies against all
property of the Borrower as to which the Lender has (or may have) a right of recourse, including, without limitation, the institution
and prosecution to completion of appropriate foreclosure proceedings under the Deed of Trust, before exercising any right or remedy
or making any claim, under this Guarantee.


 




    	18



    	 



    

 


(g)          The
obligations under this Guarantee shall be personal to each Guarantor and shall not be affected by any transfer of all or any part
of a Guarantor’s interests in the Partnership; provided, however, that if a Guarantor has disposed of all of its equity interests
in the Partnership, the obligations of such Guarantor under this Guarantee shall terminate 12 months after the date of such disposition
(the “Termination Date”) provided (i) the Guarantor notifies the Lender that it is terminating its obligations under
this Guarantee as of the Termination Date and (ii) the fair market value of the Collateral exceeds the outstanding balance of the
Note, including accrued and unpaid interest, as of the Termination Date. Further, no Guarantor shall have the right to recover
from the Borrower any amounts such Guarantor pays pursuant to this Guarantee (except and only to the extent that the amount paid
to the Lender by such Guarantor exceeds the amount required to be paid by such Guarantor under the terms of this Guarantee).


 


(h)          The
obligations of any Guarantor who is an individual as a Guarantor hereunder shall terminate with respect to such Guarantor one week
after the death of such Guarantor if, as a result of the death of such Guarantor, all property held by the Guarantor on the date
of death would have a basis for federal income tax purposes equal to the fair market value of such property on such date (unless
a later date were to be elected by the executor of the Guarantor's estate in accordance with the applicable provisions of the Internal
Revenue Code).


 


2.          Intent
to Benefit Lender. This Guarantee is expressly for the benefit of the Lender. The Guarantors intend that the Lender shall have
the right to enforce the obligations of the Guarantors hereunder separately and independently of the Borrower, subject to the provisions
of paragraph 1 hereof, without any requirement whatsoever of resort by the Lender to any other party. The Lender's rights to enforce
the obligations of the Guarantors hereunder are material elements of this Guarantee. This Guarantee shall not be modified, amended
or terminated (other than as specifically provided herein) without the written consent of the Lender. The Borrower shall furnish
a copy of this Guarantee to the Lender contemporaneously with its execution.


 


3.          Waivers.
Each Guarantor intends to bear the ultimate economic responsibility for the payment hereof of the Guaranteed Obligations to the
extent set forth in Paragraph 1 above. Pursuant to such intent:


 


(a)          Except
as expressly set forth in Paragraph 1 above, each Guarantor expressly waives any right (pursuant to any law, rule, arrangement
or relationship) to compel the Lender, or any subsequent holder of the Note or any beneficiary of the Deed of Trust to sue or enforce
payment thereof or pursue any other remedy in the power of the Borrower, the Lender or any subsequent holder of the Note or any
beneficiary of the Deed of Trust whatsoever, and failure of the Borrower or the Lender or any subsequent holder of the Note or
any beneficiary of the Deed of Trust to do so shall not exonerate, release or discharge a Guarantor from its absolute unconditional
obligations under this Guarantee. Each Guarantor hereby binds and obligates itself, and its permitted successors and assignees,
for performance of the Guaranteed Obligations according to the terms hereof, whether or not the Guaranteed Obligations or any portion
thereof are valid now or hereafter enforceable against the Borrower or shall have been incurred in compliance with any of the conditions
applicable thereto, subject, however, in all respects to the limitations set forth in paragraph 1.


 




    	19



    	 



    

 


(b)          Each
Guarantor expressly waives any right (pursuant to any law, rule, arrangement, or relationship) to compel any other person (including,
but not limited to, the Borrower, the Partnership, any subsidiary of the Partnership or the Borrower, or any other partner or affiliate
of the Partnership or the Borrower) to reimburse or indemnify such Guarantor for all or any portion of amounts paid by such Guarantor
pursuant to this Guarantee to the extent such amounts do not exceed the amounts required to be paid by such Guarantor pursuant
to paragraph 1 hereof (taking into account the limitations set forth therein).


 


(c)          Except
as expressly set forth in Paragraph 1 above, if and only to the extent that the Borrower has made similar waivers under the Note
or the Deed of Trust, each Guarantor expressly waives: (i) the defense of the statute of limitations in any action hereunder or
for the collection or performance of the Note or the Deed of Trust; (ii) any defense that may arise by reason of: the incapacity,
or lack of authority of the Borrower, the revocation or repudiation hereof by such Guarantor, the revocation or repudiation of
the Note or the Deed of Trust by the Borrower, the failure of the Lender to file or enforce a claim against the estate (either
in administration, bankruptcy or any other proceeding) of the Borrower; the unenforceability in whole or in part of the Note, the
Deed of Trust or any other document or instrument related thereto; the Lender's election, in any proceeding by or against the Borrower
under the federal Bankruptcy Code, of the application of Section 1111(b)(2) of the federal Bankruptcy Code; or any borrowing or
grant of a security interest under Section 364 of the federal Bankruptcy Code; (iii) presentment, demand for payment, protest,
notice of discharge, notice of acceptance of this Guarantee or occurrence of, or any default in connection with, the Note or the
Deed of Trust, and indulgences and notices of any other kind whatsoever, including, without limitation, notice of the disposition
of any collateral for the Note; (iv) any defense based upon an election of remedies (including, if available, an election to proceed
by non-judicial foreclosure) or other action or omission by the Lender or any other person or entity which destroys or otherwise
impairs any indemnification, contribution or subrogation rights of such Guarantor or the right of such Guarantor, if any, to proceed
against the Borrower for reimbursement, or any combination thereof; (v) subject to Paragraph 4 below, any defense based upon any
taking, modification or release of any collateral or guarantees for the Note, or any failure to create or perfect any security
interest in, or the taking of or failure to take any other action with respect to any collateral securing payment or performance
of the Note; (vi) any rights or defenses based upon any right to offset or claimed offset by such Guarantor against any indebtedness
or obligation now or hereafter owed to such Guarantor by the Borrower; or (vii) any rights or defenses based upon any rights or
defenses of the Borrower to the Note or the Deed of Trust (including, without limitation, the failure or value of consideration,
any statute of limitations, accord and satisfaction, and the insolvency of the Borrower); it being intended, except as expressly
set forth in Paragraph 1 above, that such Guarantor shall remain liable hereunder, to the extent set forth herein, notwithstanding
any act, omission or thing which might otherwise operate as a legal or equitable discharge of any of such Guarantor or of the Borrower.


 




    	20



    	 



    

 


4.          Amendment
of Note and Deed of Trust. Without in any manner limiting the generality of the foregoing, the Lender or any subsequent holder
of the Note or beneficiary of the Deed of Trust may, from time to time, without notice to or consent of the Guarantors, agree to
any amendment, waiver, modification or alteration of the Note or the Deed of Trust relating to the Borrower and its rights and
obligations thereunder (including, without limitation, renewal, waiver or variation of the maturity of the indebtedness evidenced
by the Note, increase or reduction of the rate of interest payable under the Note, release, substitution or addition of any Guarantor
or endorser and acceptance or release of any security for the Note), it being understood and agreed by the Lender, however, that
the Guarantor's obligations hereunder are subject, in all events, to the limitations set forth in Paragraph 1; provided that
(i) in the event that the Lender consents to the release of any Collateral securing the Note pursuant to the Deed of Trust, the
Guaranteed Amount shall be reduced by the Fair Market Value of such Collateral on the date of such release (determined as set forth
in Section 1(d)); and (ii) upon any material change to the Note or the Deed of Trust, including, without limitation, the maturity
date or the interest rate of the Note, or upon any release or substitution of any Collateral securing the Note, within thirty (30)
days of any Guarantor's receipt of actual notice of such event, subject to the following sentence, such Guarantor may elect to
terminate such Guarantor's obligations under this Guarantee by written notice to the Lender. Such termination shall take effect
on the 31st day following such actual notice, provided that no default under the Guaranteed Obligation has occurred
and is then continuing.


.


5.          Termination
of Guarantee. Subject to Paragraph 4, this Guarantee is irrevocable as to any and all of the Guaranteed Obligations.


 


6.          Independent
Obligations. Except as expressly set forth in Paragraph 1, the obligations of each Guarantor hereunder are independent of the
obligations of the Borrower, and a separate action or actions may be brought by a Lender against the Guarantors, whether or not
actions are brought against the Borrower. Each Guarantor expressly waives any and all rights of subrogation, reimbursement, indemnity,
exoneration, contribution or any other claim which such Guarantor may now or hereafter have against the Borrower, or any other
person directly or contingently liable for the payment or performance of the Note and the Deed of Trust arising from the existence
or performance of this Guarantee (including, but not limited to, the Partnership, Bluerock Residential Growth REIT, Inc. or any
other partner of the Partnership) (except and only to the extent that a Guarantor makes a payment to the Lender in excess of the
amount required to be paid under paragraph 1 and the limitations set forth therein).


 


7.          Net
Worth Representation. The Guarantor hereby represents and warrants that it has sufficient net worth (excluding the value of
its equity interests in the Partnership) to satisfy the Aggregate Guarantee Liability as of the date hereof and hereby agrees to
maintain a sufficient net worth to satisfy the Aggregate Guarantee Liability as of any relevant date of determination until the
obligations of Borrower for principal and interest now or hereafter existing under the Guaranteed Obligations shall have been paid.


 


8.          Understanding
With Respect to Waivers. Each Guarantor warrants and represents that each of the waivers set forth above are made with full
knowledge of their significance and consequences, and that under the circumstances, the waivers are reasonable and not contrary
to public policy or law. If any of said waivers are determined to be contrary to any applicable law or public policy, such waiver
shall be effective only to the maximum extent permitted by law.


 


9.          No
Assignment. No Guarantor shall be entitled to assign his or her rights or obligations under this Guarantee to any other person
without the written consent of the Lender.


 


10.         Entire
Agreement. The parties agree that this Guarantee contains the entire understanding and agreement between them with respect
to the subject matter hereof and cannot be amended, modified or superseded, except by an agreement in writing signed by the parties.


 




    	21



    	 



    

 


 


11.         Notices.
Any notice given pursuant to this Guarantee shall be in writing and shall be deemed given when delivered personally, or sent by
registered or certified mail, postage prepaid, as follows:


 


If to the Partnership:


 


	c/o BRG Manager
	712 Fifth Avenue, 9th Floor
	New York, NY  10019
	Attention: R. Ramin Kamfar


 


or to such other address with respect to
which notice is subsequently provided in the manner set forth above; and


 


If to a Guarantor, to the address set forth
on Exhibit A hereto, or to such other address with respect to which notice is subsequently provided in the manner
set forth above.


 


12.         Applicable
Law. This Guarantee shall be governed by, interpreted under and construed in accordance with the laws of the State of Delaware
without reference to its choice of law provisions.


 


13.         Consent
to Jurisdiction; Enforceability


 


(a) This Guarantee and the duties and obligations
of the parties hereto shall be enforceable against each Guarantor in the courts of New York, New York. For such purpose, each Guarantor
hereby irrevocably submits to the nonexclusive jurisdiction of such courts and agrees that all claims in respect of this Guarantee
may be heard and determined in any of such courts.


 


(b) Each Guarantor hereby irrevocably agrees
that a final judgment of any of the courts specified above in any action or proceeding relating to this Guarantee shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.


 


14.         Condition
of Borrower. Each Guarantor is fully aware of the financial condition of the Borrower and is executing and delivering this
Guarantee based solely upon its own independent investigation of all matters pertinent hereto and is not relying in any manner
upon any representation or statement of the Lender or the Borrower. Each Guarantor represents and warrants that it is in a position
to obtain, and hereby assumes full responsibility for obtaining, any additional information concerning the Borrower's financial
conditions and any other matter pertinent hereto as it may desire, and it is not relying upon or expecting the Lender to furnish
to it any information now or hereafter in the Lender’s possession concerning the same. By executing this Guarantee, each
Guarantor knowingly accepts the full range of risks encompassed within a contract of this type, which risks it acknowledges.


 




    	22



    	 



    

 


15.         Expenses.         Each
Guarantor agrees that, promptly after receiving Lender’s notice therefor, such Guarantor shall reimburse Lender, subject
to the limitation set forth in subparagraph 1(e) and to the extent that such reimbursement is not made by Borrower, for all reasonable
expenses (including, without limitation, reasonable attorneys fees and disbursements) incurred by Lender in connection with the
collection of the Guaranteed Obligations or any portion thereof or with the enforcement of this Guarantee.


 




    	23



    	 



    

 


IN WITNESS WHEREOF, the undersigned Guarantors
set forth on Exhibit A hereto have executed this Guarantee as of the date first set forth above.


 


	 	GUARANTORS SET FORTH ON EXHIBIT A HERETO:
	 	 
	 	By:	 
	 	 	 
	 	By:	 
	 	 	 
	 	By:	 
	 	 	 
	 	By: 	 
	 	 	 
	 	By:	 


 


  




    	24



    	 



    

 


Exhibit A to Guarantee


 


	Name and Address of Partner Guarantors	 	Guaranteed Amount	 	 
	Guarantors, as a group	 	
        $

         
	 	 
	Individual Guarantors:	 	 	 	
        Individual

        Guarantee

        Percentage



 




    	25



    	 



    

 


Exhibit B to Guarantee


 


	Name of Lender	Name of Borrower	Date of and

Principal Amount

of Loan	Debt Balance as of

__/__/__	Guaranteed

Amount
	 	 	 	 	 


 




    	26



    	 



    

 


Exhibit C to Guarantee


 


Summary of Principal Terms of Note [or
attach copy of Note]


 




    	27



    	 



    

 


Exhibit
D to Guarantee


 


Identification of Deed of
Trust and


Brief Summary Description of Collateral


 








    	28