Exhibit 10.8 


  


[Execution
Version]


 


GUARANTY


 


dated as of October 27, 2014


 


among


 


GREEN BRICK PARTNERS, INC.


 


THE GUARANTORS FROM TIME TO TIME PARTY
HERETO


 


and


 


GREENLIGHT APE, LLC,

as Administrative Agent


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I
	DEFINITIONS
	 	 	 
	Section 1.01	Credit Agreement Definitions	1
	Section 1.02	Additional Defined Terms	1
	 	 	 
	ARTICLE II
	GUARANTY
	 	 	 
	Section 2.01	The Guaranty	2
	Section 2.02	Guaranty Absolute	3
	Section 2.03	Payments	5
	Section 2.04	Discharge; Reinstatement in Certain Circumstances	6
	Section 2.05	Waiver by the Guarantors	6
	Section 2.06	Security for Guaranty	9
	Section 2.07	Agreement to Pay; Subordination of Subrogation Claims	9
	Section 2.08	Stay of Acceleration	9
	Section 2.09	No Set-Off	9
	 	 	 
	ARTICLE III
	INDEMNIFICATION, SUBROGATION AND CONTRIBUTION
	 	 	 
	Section 3.01	Indemnity and Subrogation	10
	Section 3.02	Contribution and Subrogation	10
	 	 	 
	ARTICLE IV
	REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	 
	Section 4.01	Representations and Warranties; Certain Agreements	10
	Section 4.02	Information	11
	Section 4.03	Subordination by Guarantors	11
	 	 	 
	ARTICLE V
	SET-OFF
	 	 	 
	Section 5.01	Right of Set-Off	11
	 	 	 
	ARTICLE VI
	MISCELLANEOUS
	 	 	 
	Section 6.01	Notices	12
	Section 6.02	Benefit of Agreement	12
	Section 6.03	No Waivers; Non-Exclusive Remedies	12
	Section 6.04	Enforcement	12
	Section 6.05	Amendments and Waivers	13
	Section 6.06	Governing Law; Submission to Jurisdiction	13


 




    	- i -



    	 



    

 


Table of Contents (Cont.)


 


	 	 	Page
	 	 	 
	Section 6.07	Limitation of Law; Severability	13
	Section 6.08	Counterparts; Integration; Effectiveness	13
	Section 6.09	WAIVER OF JURY TRIAL	13
	Section 6.10	Additional Guarantors	14
	Section 6.11	Termination; Release of Guarantors	14
	Section 6.12	Conflict	14


 




    	- ii -



    	 



    

 


GUARANTY
dated as of October 27, 2014 (as amended, restated, amended and restated, modified or supplemented from time to time, this
“Agreement”) among GREEN BRICK PARTNERS, INC., the GUARANTORS from time to time party hereto and GREENLIGHT
APE, LLC, as Administrative Agent for the benefit of the Secured Parties referred to herein.


 


GREEN BRICK PARTNERS,
INC. (the “Borrower”) proposes to enter into that certain Loan Agreement, dated as of the date hereof (as amended,
restated, amended and restated, modified or supplemented from time to time and including any agreement extending the maturity of,
refinancing or otherwise amending, amending and restating or otherwise modifying or restructuring all or any portion of the obligations
of the Borrower under such agreement or any successor agreement, the “Credit Agreement”) among the Borrower,
the lenders from time to time party thereto (each a “Lender” and, collectively, the “Lenders”)
and GREENLIGHT APE, LLC, as Administrative Agent (together with its successor or successors in each such capacity, the “Administrative
Agent”) and as Collateral Agent (together with its successor or successors in each such capacity, the “Collateral
Agent” and together with the Administrative Agent, individually as an “Agent” and collectively as
the “Agents”).


 


The Lenders, the Administrative
Agent, the Collateral Agent, each co-agent or sub-agent appointed by the Administrative Agent and the Collateral Agent from time
to time pursuant to the Credit Agreement, and each Indemnified Party and their respective successors and assigns are herein referred
to individually as a “Secured Party” and collectively as the “Secured Parties”.


 


To induce the Lenders
to enter into the Credit Agreement and the other Loan Documents, and as a condition precedent to the obligations of the Lenders
under the Credit Agreement, each of the subsidiaries of the Borrower listed on the signature pages hereof or which shall become
a party hereto from time to time in accordance with Section 6.10 hereof (each a “Guarantor” and, collectively,
the “Guarantors”) has agreed, jointly and severally, to provide a guaranty of all obligations of the Borrower
and the other Loan Parties under and in respect of the Loan Documents. As used herein, “Other Loan Parties”
means, with respect to any Guarantor, any and all of the Loan Parties other than such Guarantor.


 


Each of the Guarantors
is a direct or indirect Subsidiary of the Borrower, and the Guarantors will receive not insubstantial benefits from the Credit
Agreement and the Loans and other financial accommodations to be made, issued or entered into thereunder and from the other financial
accommodations to be made under the other Loan Documents. Accordingly, each Guarantor hereby agrees with the Administrative Agent
for the benefit of the Secured Parties as follows:


 


ARTICLE
I

DEFINITIONS


 


Section
1.01         Credit Agreement Definitions. Capitalized terms
used in this Agreement and not otherwise defined herein have the respective meanings assigned thereto in the Credit Agreement.
Whenever any term used in this Agreement and not otherwise defined herein is used herein, such reference shall be deemed to have
the same effect as if such term had been independently set forth herein in full on the date hereof. The rules of construction specified
in Section 1.2 of the Credit Agreement shall also apply to this Agreement.


 


Section
1.02         Additional Defined Terms. As used in this Agreement,
the following additional terms have the meanings specified below:


 


“Claiming Guarantor”
has the meaning specified in Section 3.02.


 


“Contributing
Guarantor” has the meaning specified in Section 3.02.


 




    	 



    	 



    

 


“Discharge of
Finance Obligations” has the meaning specified in Section 2.04.


 


“Fraudulent
Transfer Laws” has the meaning specified in Section 2.01.


 


“Guaranteed
Obligations” has the meaning specified in Section 2.01.


 


“Guaranty Joinder”
has the meaning specified in Section 6.10.


 


“Insolvency
or Liquidation Proceeding” has the meaning specified in Section 2.01.


 


ARTICLE
II

GUARANTY


 


Section
2.01        The Guaranty. Each Guarantor unconditionally guarantees,
jointly and severally with the other Guarantors, as a primary obligor and not merely as a surety, the due and punctual payment
of:


 


(i)          all
principal of, premium, if any, and interest on any Loan incurred by any Other Loan Party under, or any Note issued by any Other
Loan Party pursuant to, the Credit Agreement or any other Loan Document (including, without limitation, any interest which accrues
after the commencement of any (A) voluntary or involuntary case or proceeding under any bankruptcy, insolvency, reorganization
or other similar law with respect to any Loan Party, (B) other voluntary or involuntary insolvency, reorganization or bankruptcy
case or proceeding, or any receivership, liquidation or similar case or proceeding with respect to any Loan Party or any material
portion of its respective assets, (C) liquidation, dissolution, reorganization or winding up of any Loan Party whether voluntary
or involuntary and whether or not involving insolvency or bankruptcy or (D) assignment for the benefit of creditors or any other
marshalling of assets and liabilities of any Loan Party (each an “Insolvency or Liquidation Proceeding”), whether
or not allowed or allowable as a claim in any such proceeding);


 


(ii)         all
fees, expenses, indemnification obligations and other amounts of whatever nature now or hereafter payable by any Other Loan Party
pursuant to the Credit Agreement or any other Loan Document (including, without limitation, any amounts which accrue after the
commencement of any Insolvency or Liquidation Proceeding with respect to such Other Loan Party, whether or not allowed or allowable
as a claim in any such proceeding);


 


(iii)        all
expenses of any Agent as to which one or more of them have a right to reimbursement by any Loan Party under Section 2.07
of this Agreement, Section 4.9, Section 9.6 and Section 10.3 of the Credit Agreement or under any other similar
provision of any other Loan Document, including, without limitation, any and all sums advanced by the Collateral Agent to preserve
the Collateral or preserve its security interests in the Collateral to the extent permitted under any Loan Document or applicable
Law;


 


(iv)        all
amounts paid by any Indemnified Party as to which such Indemnified Party has the right to reimbursement by any Loan Party under
Section 4.9 of the Credit Agreement or under any other similar provision of any other Loan Document; and


 


(v)         all
other amounts now or hereafter payable by any Other Loan Party and all other obligations or liabilities now existing or hereafter
arising or incurred on the part of any Other Loan Party pursuant to any Loan Document (including, without limitation, any amounts
which accrue after the commencement of any Insolvency or Liquidation Proceeding with respect to such Other Loan Party, whether
or not allowed or allowable as a claim in any such proceeding).


 




    	-2-



    	 



    

 


in each case together with all renewals,
modifications, consolidations or extensions thereof and whether now or hereafter due, owing or incurred in any manner, whether
actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (and including
all liabilities in connection with any notes, bills or other instruments accepted by any Secured Party in connection therewith),
together in each case with all renewals, modifications, consolidations or extensions thereof (all such obligations referred to
in clauses (i) to (v) above being herein collectively referred to as the “Guaranteed Obligations”).


 


The books and records
of the Administrative Agent showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding,
and shall be binding upon each Guarantor and conclusive, absent manifest error, for the purpose of establishing the amount of the
Guaranteed Obligations.


 


Anything contained in
this Agreement to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to a maximum aggregate
amount equal to the greatest amount that would not render such Guarantor’s obligations hereunder subject to avoidance as
a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any provisions of applicable state law (collectively,
the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor,
contingent or otherwise, that are relevant under the Fraudulent Transfer Laws and after giving effect as assets of such Guarantor
to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution,
reimbursement, indemnity or similar rights of such Guarantor pursuant to (A) applicable Law or (B) any agreement providing for
an equitable allocation among such Guarantor and any Other Loan Party and its Affiliates of obligations arising under guaranties
by such parties (including the agreements in Article III of this Agreement). If any Guarantor’s liability hereunder
is limited pursuant to this paragraph to an amount that is less than the total amount of the Guaranteed Obligations, then it is
understood and agreed that the portion of the Guaranteed Obligations for which such Guarantor is liable hereunder shall be the
last portion of the Guaranteed Obligations to be repaid by such Guarantor.


 


Section
2.02         Guaranty Absolute. Each Guarantor guarantees
that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless
of any Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Secured Parties with
respect thereto. The obligations of the Guarantors under this Agreement are independent of the Guaranteed Obligations, and a separate
action or actions may be brought and prosecuted against each Guarantor to enforce this Agreement, irrespective of whether any action
is brought against the Borrower or any Other Loan Party or whether the Borrower or any Other Loan Party is joined in any such action
or actions. This Agreement is an absolute and unconditional guaranty of payment when due, and not of collection, by each Guarantor,
jointly and severally with each other Guarantor of the Guaranteed Obligations in each and every particular. The obligations of
each Guarantor hereunder are several from those of the Other Loan Parties and are primary obligations concerning which each Guarantor
is the principal obligor. The Secured Parties shall not be required to mitigate damages or take any action to reduce, collect or
enforce the Guaranteed Obligations.


 


The obligations of each
Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the
existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Loan Party, any Agent
or other Secured Party or any other Person, whether in connection herewith or any unrelated transactions. Without limiting the
generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by any Other Loan Party to any Secured Party under the Loan Documents but for the fact that they
are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower
or such Other Loan Party.


 




    	-3-



    	 



    

 


Without limiting the
generality of the foregoing, until the Discharge of Finance Obligations, the obligations of each Guarantor hereunder shall not
be released, discharged or otherwise affected or impaired by:


 


(i)          any
extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any Other Loan Party
under the Credit Agreement, the Notes, or any other Loan Document or any other agreement or instrument evidencing or securing any
Guaranteed Obligation, by operation of law or otherwise;


 


(ii)         any
change in the manner, place, time or terms of payment of any Guaranteed Obligation or any other amendment, supplement or modification
to the Credit Agreement, the Notes, any other Loan Document or any other agreement or instrument evidencing or securing any Guaranteed
Obligation;


 


(iii)        any
release, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligation, any sale, exchange, surrender,
realization upon, offset against or other action in respect of any direct or indirect security for any Guaranteed Obligation or
any release of any Other Loan Party or any other guarantor or guarantors of any Guaranteed Obligation;


 


(iv)        any
change in the existence, structure or ownership of any Other Loan Party or any insolvency, bankruptcy, reorganization, arrangement,
readjustment, composition, liquidation or other similar proceeding affecting any Other Loan Party or its assets or any resulting
disallowance, release or discharge of all or any portion of any Guaranteed Obligation;


 


(v)         the
existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Loan Party, any Agent,
any other Secured Party or any other Person, whether in connection herewith or any unrelated transaction; provided that
nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;


 


(vi)        any
invalidity or unenforceability relating to or against any Other Loan Party for any reason of the Credit Agreement, any Note, any
other Loan Document or any other agreement or instrument evidencing or securing any Guaranteed Obligation or any provision of applicable
Law purporting to prohibit the payment by any Other Loan Party of any Guaranteed Obligation;


 


(vii)       any
failure by any Agent or any other Secured Party: (A) to file or enforce a claim against any Other Loan Party or its estate (in
a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Other Loan Party of any new
or additional indebtedness or obligation under or with respect to the Guaranteed Obligations; (C) to commence any action against
any Other Loan Party; (D) to disclose to any Guarantor any facts which such Agent or such other Secured Party may now or hereafter
know with regard to any Other Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon
any collateral securing the Guaranteed Obligations;


 


(viii)      any
direction as to application of payment by any Other Loan Party or any other Person;


 




    	-4-



    	 



    

 


(ix)         any
subordination by any Secured Party of the payment of any Guaranteed Obligation to the payment of any other liability (whether matured
or unmatured) of any Other Loan Party to its creditors;


 


(x)          any
act or failure to act by the Administrative Agent or any other Secured Party under this Agreement or otherwise which may deprive
any Guarantor of any right to subrogation, contribution or reimbursement against any Other Loan Party or any right to recover full
indemnity for any payments made by such Guarantor in respect of the Guaranteed Obligations; or


 


(xi)         any
other act or omission to act or delay of any kind by the Borrower, any Other Loan Party, the Administrative Agent or any Secured
Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a
legal or equitable discharge of any Guarantor’s obligations hereunder.


 


Each Guarantor has irrevocably
and unconditionally delivered this Agreement to the Administrative Agent, for the benefit of the Secured Parties, and the failure
by any Other Loan Party or any other Person to sign this Agreement or a guaranty similar to this Agreement or otherwise shall not
discharge the obligations of any Guarantor hereunder. The irrevocable and unconditional liability of each Guarantor hereunder applies
whether it is jointly and severally liable for the entire amount of the Guaranteed Obligations, or only for a pro-rata portion,
and without regard to any rights (or the impairment thereof) of subrogation, contribution or reimbursement that such Guarantor
may now or hereafter have against any Other Loan Party or any other Person. This Agreement is and shall remain fully enforceable
against each Guarantor irrespective of any defenses that any Other Loan Party may have or assert in respect of the Guaranteed Obligations,
including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations,
accord and satisfaction and usury, except that a Guarantor may assert the defense of final payment in full of the Guaranteed Obligations.


 


Section
2.03         Payments.


 


(a)          Payments
to be Made Upon Default. If any Loan Party fails to pay or perform any Guaranteed Obligation when due in accordance with
its terms (whether at stated maturity, by acceleration or otherwise) or if any Event of Default specified in Sections 8.1.12
and 8.1.13 of the Credit Agreement occurs with respect to any Loan Party, the Guarantors shall, forthwith on demand of the
Administrative Agent, pay the aggregate amount of all Guaranteed Obligations to the Administrative Agent.


 


(b)          General
Provisions as to Payments. Each payment hereunder shall be made without set-off, counterclaim or other deduction, in federal
or other funds immediately available to the Administrative Agent at the address(es) referred to in Section 6.01. Without
limiting the foregoing, each Guarantor shall make all payments hereunder free and clear of and without deduction for any taxes,
levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now
or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless
the Guarantor is compelled by law to make such deduction or withholding. Subject to the Credit Agreement, if any such obligation
is imposed upon any Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Administrative
Agent for the account of the Secured Parties, on the date on which such amount is due and payable hereunder, such additional amount
in U.S. dollars as shall be necessary to enable the applicable Secured Party or Parties to receive the same net amount which it
or they would have received on such due date had the applicable Guaranteed Obligation been paid by the Borrower under the Credit
Agreement. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations
and termination of this Agreement. The obligations hereunder shall not be affected by any acts of any legislative body or governmental
authority affecting the Borrower, any Guarantor or any Other Loan Party, including but not limited to, any restrictions on the
conversion of currency or repatriation or control of funds or any total or partial expropriation of the Borrower’s property
or the property of any Guarantor or any Other Loan Party, or by economic, political, regulatory or other events in the countries
where the Borrower, any Guarantor or any Other Loan Party is located.


 




    	-5-



    	 



    

 


(c)          Application
of Payments; Priority of Distributions. All payments received by the Administrative Agent hereunder shall be applied as
provided in Section 8.2.4 of the Credit Agreement.


 


Section
2.04         Discharge; Reinstatement in Certain Circumstances.
Each Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of (i) payment in
full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation
Proceeding, whether or not a claim for such interest is, or would be, allowed in such Insolvency or Liquidation Proceeding) and
premium, if any, on all Indebtedness (other than contingent obligations) outstanding under the Loan Documents and termination of
all commitments to lend or otherwise extend credit under the Loan Documents, and (ii) payment in full in cash of all other Guaranteed
Obligations (other than contingent obligations) that are due and payable or otherwise accrued and owing at or prior to the time
such principal and interest are paid (including legal fees and other expenses, costs or charges accruing on or after the commencement
of any Insolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be,
allowed in such Insolvency or Liquidation Proceeding but excluding unasserted contingent indemnification obligations) (the occurrence
of all of the foregoing being referred to herein as “Discharge of Finance Obligations”). No payment or payments
made by any Other Loan Party or any other Person or received or collected by any Secured Party from any Other Loan Party or any
other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time
in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the
liability of any Guarantor hereunder, it being understood that each Guarantor shall, notwithstanding any such payment or payments,
remain liable for the Guaranteed Obligations until the Discharge of Finance Obligations. If at any time any payment by any Other
Loan Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of any Other Loan Party or other Person or upon or as a result of the appointment
of a receiver, intervener or conservator of, or trustee or similar officer for, such Other Loan Party or other Person or any substantial
part of its respective property or otherwise, each Guarantor’s obligations hereunder with respect to such payment shall be
reinstated as though such payment had been due but not made at such time. Each Guarantor party hereto agrees that payment or performance
of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations
shall also toll the statute of limitations applicable to each such Guarantor’s liability hereunder.


 


Section
2.05         Waiver by the Guarantors. Each Guarantor hereby
waives presentment to, demand of payment from and protest to the Other Loan Parties of any of the Guaranteed Obligations, and also
waives promptness, diligence, notice of acceptance of its guarantee, any other notice with respect to any of the Guaranteed Obligations
and this Agreement and any requirement that any Agent or any other Secured Party protect, secure, perfect or insure any Lien or
any property subject thereto. Each Guarantor further waives any right to require that resort be had by any Agent or any other Secured
Party to any security held for payment of the Guaranteed Obligations or to any balance of any deposit, account or credit on the
books of any Agent or any other Secured Party in favor of any Loan Party or any other Person. Each Guarantor hereby consents and
agrees to each of the following to the fullest extent permitted by law, and agrees that such Guarantor’s obligations under
this Agreement shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any
rights (including rights to notice) which such Guarantor might otherwise have as a result of or in connection with any of the following,
in each case, to the fullest extent permitted by law:


 




    	-6-



    	 



    

 


(i)          any
renewal, extension, modification, increase, decrease, alteration or rearrangement of all or any part of the Guaranteed Obligations
or any instrument executed in connection therewith, or any contract or understanding with any Other Loan Party, any Agent, the
other Secured Parties, or any of them, or any other Person, pertaining to the Guaranteed Obligations;


 


(ii)         any
adjustment, indulgence, forbearance or compromise that might be granted or given by any Agent or any other Secured Party to any
Other Loan Party or any other Person liable on the Guaranteed Obligations; or the failure of any Agent or any other Secured Party
to assert any claim or demand or to exercise any right or remedy against any Other Loan Party under the provisions of any Loan
Document or otherwise; or any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions
of, any Loan Document or any other agreement, including with respect to any Other Loan Party under this Agreement;


 


(iii)        the
insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Other
Loan Party or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution
of any Other Loan Party, or any change, restructuring or termination of the corporate structure or existence of any Other Loan
Party, or any sale, lease or transfer of any or all of the assets of any Other Loan Party, or any change in the shareholders, partners,
or members of any Other Loan Party; or any default, failure or delay, willful or otherwise, in the performance of the Guaranteed
Obligations;


 


(iv)        the
invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed
in connection with the Guaranteed Obligations, for any reason whatsoever, including the fact that the Guaranteed Obligations, or
any part thereof, exceed the amount permitted by law, the act of creating the Guaranteed Obligations or any part thereof is ultra
vires, the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in
excess of their authority, the Guaranteed Obligations violate applicable usury laws, any Other Loan Party has valid defenses, claims
or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible
from such Other Loan Party, the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and
performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed
Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable,
or the documents or instruments pertaining to the Guaranteed Obligations have been forged or otherwise are irregular or not genuine
or authentic;


 


(v)         any
full or partial release of the liability of any Other Loan Party or of any other Person now or hereafter liable, whether directly
or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed
Obligations or any part thereof, it being recognized, acknowledged and agreed by each Guarantor that such Guarantor may be required
to pay the Guaranteed Obligations in full without assistance or support of any other Person, and such Guarantor has not been induced
to enter into this Agreement on the basis of a contemplation, belief, understanding or agreement that any party other than the
Borrower will be liable to perform the Guaranteed Obligations, or that the Secured Parties will look to any other party to perform
the Guaranteed Obligations;


 


(vi)        the
taking or accepting of any other security, collateral or guarantee, or other assurance of payment, for all or any part of the Guaranteed
Obligations;


 




    	-7-



    	 



    

 


(vii)       any
release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable
or unjustifiable impairment) of any letter of credit, collateral, property or security, at any time existing in connection with,
or assuring or securing payment of, all or any part of the Guaranteed Obligations;


 


(viii)      any
right that any Guarantor may now or hereafter have under Section 3-606 of the UCC or otherwise to unimpaired collateral;


 


(ix)         the
failure of any Agent, any other Secured Party or any other Person to exercise diligence or reasonable care in the preservation,
protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security;


 


(x)          the
fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security
for the repayment of the Guaranteed Obligations shall not be properly perfected or created, or shall prove to be unenforceable
or subordinate to any other security interest or lien, it being recognized and agreed by each Guarantor that such Guarantor is
not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility
or value of any of the Collateral;


 


(xi)         any
payment by any Other Loan Party to the Administrative Agent, any other Agent or any other Secured Party being held to constitute
a preference under the Bankruptcy Code or any similar federal, foreign or state law, or for any reason any Agent or any other Secured
Party being required to refund such payment or pay such amount to any Other Loan Party or someone else;


 


(xii)        any
other action taken or omitted to be taken with respect to the Guaranteed Obligations, or the security and collateral therefor,
whether or not such action or omission prejudices any Guarantor or increases the likelihood that any Guarantor will be required
to pay the Guaranteed Obligations pursuant to the terms hereof, it being the unambiguous and unequivocal intention of each Guarantor
that such Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance,
event, action or omission whatsoever, whether or not contemplated, and whether or not otherwise or particularly described herein,
except for the full and final payment and satisfaction of the Guaranteed Obligations in cash;


 


(xiii)       the
fact that all or any of the Guaranteed Obligations cease to exist by operation of law, including by way of a discharge, limitation
or tolling thereof under any bankruptcy, insolvency, reorganization or other similar law;


 


(xiv)      the
existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Loan Party, the Administrative
Agent, any other Secured Party or any other Person, whether in connection herewith or any unrelated transactions; provided
that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; or


 


(xv)       any
other circumstance that might in any manner or to any extent otherwise constitute a defense available to, vary the risk of, or
operate as a discharge of, such Guarantor as a matter of law or equity.


 


All waivers herein contained
shall be without prejudice to the right of the Administrative Agent at its option to proceed against any Loan Party or any other
Person, whether by separate action or by joinder.


 




    	-8-



    	 



    

 


Section
2.06         Security for Guaranty. Each Guarantor party
hereto authorizes the Collateral Agent in accordance with the terms and subject to the conditions set forth in the Security Documents,
(i) to take and hold security for the payment of the Guaranteed Obligations and its obligations under this Agreement and to exchange,
enforce, waive and release any such security, (ii) to apply such security and direct the order or manner of sale thereof in accordance
with the Security Documents and (iii) to release or substitute any one or more endorsees, other Guarantors or Other Loan Parties.
The Collateral Agent may, at its election, in accordance with the terms and subject to the conditions set forth in the Security
Documents, foreclose on any security held by it by one or more judicial or nonjudicial sales, or exercise any other right or remedy
available to it against any Loan Party, or any security, without affecting or impairing in any way the liability of any Guarantor
hereunder.


 


Section
2.07         Agreement to Pay; Subordination of Subrogation Claims.
In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any
other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Other Loan Party to
pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment
or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such
other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Guarantor
of any sums to the Administrative Agent or any Secured Party as provided above, all rights of such Guarantor against any Other
Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall
(including, without limitation, in the case of any Guarantor, any rights of such Guarantor arising under Article III of
this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash
of all the Guaranteed Obligations and Discharge of Finance Obligations. No failure on the part of any Other Loan Party or any other
Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other
payments required under applicable Requirements of Law or otherwise) shall in any respect limit the obligations and liabilities
of any Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Guarantor on account
of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit
of the Secured Parties and shall forthwith be turned over to the Administrative Agent in the exact form received by such Guarantor
(duly endorsed by such Guarantor to the Administrative Agent, if required) to be credited against the payment of the Guaranteed
Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.


 


Section
2.08         Stay of Acceleration. If acceleration of the
time for payment of any amount payable by any Other Loan Party under or with respect to the Guaranteed Obligations is stayed upon
the insolvency or bankruptcy of such Other Loan Party, all such amounts otherwise subject to acceleration under the terms of the
Credit Agreement, the Notes or any other agreement or instrument evidencing or securing the Guaranteed Obligations shall nonetheless
be payable by the Guarantors hereunder, jointly and severally, forthwith on demand by the Administrative Agent in the manner provided
in Section 2.01.


 


Section
2.09         No Set-Off. Except as set forth in Section
5.01, no act or omission of any kind or at any time on the part of any Secured Party in respect of any matter whatsoever shall
in any way affect or impair the rights of the Administrative Agent or any other Secured Party to enforce any right, power or benefit
under this Agreement, and no set-off, claim, reduction or diminution of any Guaranteed Obligation or any defense of any kind or
nature which any Guarantor has or may have against any Other Loan Party or any Secured Party shall be available against the Administrative
Agent or any other Secured Party in any suit or action brought by the Administrative Agent or any other Secured Party to enforce
any right, power or benefit provided for by this Agreement; provided that nothing herein shall prevent the assertion by
any Guarantor of any such claim by separate suit or compulsory counterclaim. Nothing in this Agreement shall be construed as a
waiver by any Guarantor of any rights or claims which it may have against any Secured Party hereunder or otherwise, but any recovery
upon such rights and claims shall be had from such Secured Party separately, it being the intent of this Agreement that each Guarantor
shall be unconditionally, absolutely and jointly and severally obligated to perform fully all its obligations, covenants and agreements
hereunder for the benefit of each Secured Party.


 




    	-9-



    	 



    

 


ARTICLE
III

INDEMNIFICATION, SUBROGATION AND CONTRIBUTION


 


Section
3.01         Indemnity and Subrogation. In addition to all
such rights of indemnity and subrogation as the Guarantors may have under applicable Law (but subject to Section 2.07 above),
the Borrower agrees that (i) if a payment shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such
Guarantor for the full amount of such payment, and such Guarantor shall be subrogated to the rights of the Person to whom such
payment shall have been made to the extent of such payment and (ii) if any assets of any Guarantor shall be sold pursuant to any
Security Document to satisfy a claim of any Secured Party, the Borrower shall indemnify such Guarantor in an amount equal to the
greater of the book value or the fair market value of the assets so sold.


 


Section
3.02         Contribution and Subrogation. Each Guarantor
(a “Contributing Guarantor”) agrees (subject to Section 2.07 above) that, if a payment shall be made
by any other Guarantor under this Agreement or assets of any other Guarantor shall be sold pursuant to any Security Document to
satisfy a claim of any Secured Party and such other Guarantor (the “Claiming Guarantor”) shall not have been
fully indemnified by the Borrower as provided in Section 3.01, the Contributing Guarantor shall indemnify the Claiming Guarantor
in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the
case may be, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor
on the date that the obligation(s) supporting such claim were incurred under this Agreement and the denominator of which shall
be the aggregate net worth of all the Guarantors on such date (or, in the case of any Guarantor becoming a party hereto pursuant
to Section 6.10, the date of the Guaranty Joinder executed and delivered by such Guarantor). Any Contributing Guarantor
making any payment to a Claiming Guarantor pursuant to this Section 3.02 shall be subrogated to the rights of such Claiming
Guarantor under Section 3.01 to the extent of such payment, in each case subject to the provisions of Section 2.07.


 


ARTICLE
IV

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section
4.01         Representations and Warranties; Certain Agreements.
Each Guarantor hereby represents and warrants to, and covenants with the Administrative Agent, for the benefit of the Secured Parties
as follows:


 


(a)          All
representations and warranties contained in the Loan Documents that relate to such Guarantor are true and correct in all material
respects.


 


(b)          Such
Guarantor agrees to comply with each of the covenants contained in the Loan Documents that impose or purport to impose, through
agreements with the Borrower, restrictions or obligations on such Guarantor.


 


(c)          Such
Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement
contained herein may constitute an Event of Default under Section 8.1 of the Credit Agreement, subject to the terms, conditions
and grace periods set forth therein.


 




    	-10-



    	 



    

 


(d)          Such
Guarantor has, independently and without reliance upon the Administrative Agent or any other Secured Party and based on such documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor
has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board
of directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has
decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement.


 


(e)          (i)
This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become,
on or after the date hereof, indebted; and (ii) such Guarantor, together with the other Loan Parties, is Solvent on the date hereof
(or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Guaranty Joinder executed
and delivered by such Guarantor) and will not cease to be Solvent as a result of the giving of this Agreement.


 


Section
4.02         Information. Each of the Guarantors assumes
all responsibility for being and keeping itself informed of the financial condition and assets of the Other Loan Parties and of
all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the
risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent, any other Agent or any
other Secured Party will have any duty to advise any of the Guarantors of information known to it or any of them regarding such
circumstances or risks.


 


Section
4.03         Subordination by Guarantors. In addition to
the terms of subordination provided for under Section 2.07, each Guarantor hereby subordinates in right of payment all indebtedness
of the Other Loan Parties owing to it, whether originally contracted with such Guarantor or acquired by such Guarantor by assignment,
transfer or otherwise, whether now owed or hereafter arising, whether for principal, interest, fees, expenses or otherwise, together
with all renewals, extensions, increases or rearrangements thereof, to the prior indefeasible payment in full in cash of the Guaranteed
Obligations, whether now owed or hereafter arising, whether for principal, interest (including interest accruing during the pendency
of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such proceeding), fees, expenses or
otherwise, together with all renewals, extensions, increases or rearrangements thereof; provided that, unless an Event of
Default is continuing and the Administrative Agent in its sole discretion has given notice to the Borrower to suspend such intercompany
payments, payments in respect of such indebtedness shall be permitted.


 


ARTICLE
V

SET-OFF


 


Section
5.01         Right of Set-Off. If an Event of Default shall
have occurred and be continuing, each Secured Party is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final,
in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Secured Party to
or for the credit or the account of a Guarantor against any and all of the obligations of the Borrower or such Guarantor now or
hereafter existing under this Agreement or any other Loan Document to such Secured Party, irrespective of whether or not such Secured
Party shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Guarantor
may be contingent or unmatured or are owed to a branch or office of such Secured Party different from the branch or office holding
such deposit or obligated on such indebtedness. The rights of each Secured Party and their respective Affiliates under this Section
5.01 are in addition to other rights and remedies (including other rights of setoff) that such Secured Party or their respective
Affiliates may have. Each Secured Party agrees to notify the respective Guarantor and the Administrative Agent promptly after any
such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff
and application.


 




    	-11-



    	 



    

 


ARTICLE
VI

MISCELLANEOUS


 


Section
6.01         Notices. Unless otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission) and
mailed, faxed or delivered, to the address, facsimile number or (subject to subsection (b) below) electronic mail address
specified for notices: (i) in the case of any Guarantor, as set forth on the signature pages hereto; (ii) in the case of the Borrower,
the Administrative Agent or any Lender, as specified in or pursuant to Section 10.5 of the Credit Agreement; (iii) in the
case of the Collateral Agent, as specified in or pursuant to Section 11.01 of the Pledge and Security Agreement; or (iv)
in the case of any party, at such other address as shall be designated by such party in a notice to the Administrative Agent and
each other party hereto. All such notices and other communications shall, except as otherwise expressly herein provided, be effective
(a) in the case of facsimile, when received, (b) in the case of hand-delivered notice, when hand-delivered, (c) in the case of
telephone, when telephoned, provided, however, that in order to be effective, telephonic notices must be confirmed in writing
no later than the next Business Day by letter or facsimile, (d) if given by mail, four (4) days after such communication is deposited
in the mail with first-class postage prepaid, return receipt requested and (e) if given by any other means (including by air courier),
when delivered; provided, that notices to the Administrative Agent shall not be effective until received.


 


Section
6.02         Benefit of Agreement. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided
that none of the Guarantors may assign or transfer any of its interests and obligations without prior written consent of the Administrative
Agent (and any such purported assignment or transfer without such consent shall be void); provided further that the
rights of each Lender to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as
set forth in Section 10.10 of the Credit Agreement. Upon the assignment by any Secured Party of all or any portion of its
rights and obligations under the Credit Agreement (including all or any portion of its Commitments and the Loans owing to it) or
any other Loan Document to any other Person, such other Person shall thereupon become vested with all the benefits in respect thereof
granted to such transferor or assignor herein or otherwise.


 


Section
6.03         No Waivers; Non-Exclusive Remedies. No failure
or delay on the part of any Agent or any Secured Party to exercise, no course of dealing with respect to, and no delay in exercising
any right, power or privilege under this Agreement or any other Loan Document, or other document or agreement contemplated hereby
or thereby shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or privilege preclude
any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided
herein and in the other Loan Documents are cumulative and are not exclusive of any other rights or remedies provided by Law.


 


Section
6.04         Enforcement. The Secured Parties agree that
this Agreement may be enforced only by the action of the Administrative Agent (acting upon the instructions of the Required Lenders
if required under the Loan Documents), and that no other Secured Party shall have any right individually to seek to enforce this
Agreement, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit
of the Secured Parties upon the terms of this Agreement.


 




    	-12-



    	 



    

 


Section
6.05         Amendments and Waivers. Any provision of this
Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by each Guarantor directly
affected by such amendment or waiver (it being understood that the addition or release of any Guarantor hereunder shall not constitute
an amendment or waiver affecting any Guarantor other than the Guarantor so added or released) and at all times prior to the time
at which all Guaranteed Obligations have been paid in full (other than unasserted contingent indemnification obligations not due
and payable), the Administrative Agent (with the consent of the Required Lenders or, to the extent required by Section 10.1
of the Credit Agreement, such other portion of the Lenders as may be specified therein).


 


Section
6.06         Governing Law; Submission to Jurisdiction. THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.
Any legal action or proceeding with respect to this Agreement may be brought in the courts of the State of New York in New York
County, or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each of
the Guarantors hereby irrevocably accepts for itself and in respect of its property, generally and unconditional, the exclusive
jurisdiction of such courts. Each of the Guarantors irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such proceeding brought in such court and any claim that any such
proceeding brought in any such court has been brought in an inconvenient forum.


 


Section
6.07         Limitation of Law; Severability.


 


(a)          All
rights, remedies and powers provided in this Agreement may be exercised only to the extent that the exercise thereof does not violate
any applicable provision of Law, and all of the provisions of this Agreement are intended to be subject to all applicable mandatory
provisions of Law which may be controlling and be limited to the extent necessary so that they will not render this Agreement invalid,
unenforceable in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable Law.


 


(b)          If
any provision hereof is invalid or unenforceable in any jurisdiction, then, to the fullest extent permitted by Law: (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Agents
and the other Secured Parties in order to carry out the intentions of the parties hereto as nearly as may be possible; and (ii)
the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability
of such provisions in any other jurisdiction.


 


Section
6.08         Counterparts; Integration; Effectiveness. This
Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Agreement and the other Loan Documents constitute the entire agreement and
understanding among the parties hereto and supersede any and all prior agreements and understandings, oral or written, relating
to the subject matter hereof and thereof. This Agreement shall become effective with respect to each Guarantor when the Administrative
Agent shall have received counterparts hereof signed by itself and such Guarantor. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile or other electronic imaging (i.e., “pdf” or “tif”) means shall be effective
as delivery of a manually executed counterpart of this Agreement


 


Section
6.09         WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 




    	-13-



    	 



    

 


Section
6.10         Additional Guarantors. It is understood and
agreed that any Subsidiary of the Borrower that is required by the Credit Agreement to execute a joinder to this Agreement substantially
in the form of Exhibit A hereto (the “Guaranty Joinder”) after the date hereof shall automatically become
a Guarantor hereunder with the same force and effect as if originally named as a Guarantor hereunder by executing a Guaranty Joinder
and delivering the same to the Administrative Agent. The execution and delivery of any such instrument shall not require the consent
of any other Guarantor or other parts hereunder. The rights and obligations of each Guarantor or other party hereunder shall remain
in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.


 


Section
6.11         Termination; Release of Guarantors.


 


(a)          Termination.
Upon the full, final and irrevocable payment of all Guaranteed Obligations (other than unasserted contingent indemnification obligations
not due and payable), this Agreement shall terminate and have no further force or effect.


 


(b)          Release
of Guarantors. If all of the capital stock of one or more of the Guarantors is sold or otherwise disposed of or liquidated
in compliance with the requirements of the Credit Agreement (or such sale, other disposition or liquidation has been approved in
writing by the Required Lenders (or all or such other portion of the Lenders, if required by Section 10.1 of the Credit
Agreement), such Guarantor or Guarantors shall be released from this Agreement, and this Agreement shall, as to each such Guarantor
or Guarantors, terminate and have no further force or effect (it being understood and agreed that the sale of one or more Persons
that own, directly or indirectly, all of the capital stock of any Guarantor shall be deemed to be a sale of such Guarantor for
purposes of this Section 6.11(b)).


 


Section
6.12         Conflict. To the extent that there is a conflict
or inconsistency between any provision hereof, on the one hand, and any provision of the Credit Agreement, on the other hand, the
Credit Agreement shall control.


 


[Signature Pages Follow]


 




    	-14-



    	 



    

 


IN WITNESS WHEREOF, each
Guarantor has executed this Agreement as of the day and year first above written.


 


	 	GREEN BRICK PARTNERS, INC.
	 	 
	 	By:	/s/James R. Brickman
	 	 	Name:  James R. Brickman
	 	 	Title:  Authorized Signatory


 





[Signature Page to Guaranty]







 




    	 



    	 



    

 


	 	BioFuel Energy, LLC
	 	 
	 	By:	/s/James R. Brickman
	 	 	Name:  James R. Brickman
	 	 	Title:  Authorized Signatory
	 	 
	 	Notice Address:
	 	 
	 	3131 Harvard Avenue, Suite 103
	 	Dallas, TX 75205
	 	 
	 	BFE Holdings, LLC
	 	BFE Operating Company, LLC 
	 	Buffalo Lake Energy, LLC 
	 	Pioneer Trail Energy, LLC 
	 	Oregon Trail Energy, LLC 
	 	Wagon Wheel Energy, LLC
	 	Gilman Trail Energy, LLC
	 	 
	 	By:	/s/James R. Brickman
	 	 	Name:  James R. Brickman
	 	 	Title:  Authorized Signatory
	 	 
	 	Notice Address:
	 	 
	 	3131 Harvard Avenue, Suite 103
	 	Dallas, TX 75205


 





[Signature Page to Guaranty]







 




    	 



    	 



    

 


	 	JBGL Willow Crest LLC
	 	JBGL Hawthorne, LLC
	 	JBGL Inwood  LLC
	 	JBGL Chateau, LLC
	 	JBGL Castle Pines Management, LLC
	 	JBGL Lakeside, LLC
	 	JBGL Mustang LLC
	 	JBGL Kittyhawk, LLC
	 	jbgl Builder finance llc
	 	JBGL Atlanta Development 2014, LLC
	 	JBGL Atlanta Development, LLC
	 	JBGL Avignon, LLC
	 	JBGL BF Development, LLC
	 	JBGL Chamdun, LLC
	 	JBGL HH, LLC
	 	JBGL Highlands Land, LLC
	 	JBGL Highlands Lender, LLC
	 	JBGL Jamestown, LLC
	 	JBGL Ownership LLC
	 	JBGL Vista, LLC
	 	Johns Creek 206, LLC
	 	The Providence Group at Jamestown II, L.L.C.
	 	Centre Living Homes, LLC
	 	Centre Commercial Construction, LLC
	 	 
	 	By:	/s/James R. Brickman
	 	 	Name:  James R. Brickman
	 	 	Title:  Manager
	 	 
	 	Notice Address:
	 	3131 Harvard Avenue, Suite 103
	 	Dallas, TX 75205
	 	 
	 	JBGL Castle Pines, LP
	 	By:  JBGL CASTLE PINES MANAGEMENT, LLC
	 	 
	 	By:	/s/James R. Brickman
	 	 	Name:  James R. Brickman
	 	 	Title:  Manager
	 	 
	 	Notice Address:
	 	3131 Harvard Avenue, Suite 103
	 	Dallas, TX 75205





 


[Signature Page to Guaranty]


 









    	 



    	 



    

 


	Agreed to and Accepted:
	 
	GREENLIGHT APE, LLC, as Administrative Agent
	 
	By:	/s/Daniel Roitman/Harry Brandler
	 	Name: Daniel Roitman/Harry Brandler
	 	Title: Chief Operating Officer/Chief Financial Officer


 





[Signature Page to Guaranty]







 




    	 



    	 



    

 


Exhibit
A TO GUARANTY


 


FORM
OF JOINDER to Guaranty


 


This Joinder No. ____
(this “Joinder”), dated as of [●], is made by [●], a [●] [●] (the “New Guarantor”)
and GREENLIGHT APE, LLC, in its capacity as Administrative Agent under the Guaranty, dated as of October 27, 2014 (as amended,
restated, supplemented, or otherwise modified from time to time, the “Guaranty”), by and among GREEN BRICK PARTNERS,
INC., each of the guarantor parties listed on the signature pages thereto and those additional entities that thereafter become
parties thereto and GREENLIGHT APE, LLC, as Administrative Agent for the benefit of the Secured Parties. Capitalized terms used
herein but not otherwise defined shall have the meanings provided in the Guaranty.


 


The Guarantors are
required by Section 6.10 of the Guaranty to cause the New Guarantor to become a “Guarantor” thereunder.


 


Accordingly, the New
Guarantor hereby agrees as follows with the Administrative Agent, for the benefit of the Secured Parties:


 


1.          The
New Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Joinder, such New Guarantor will be deemed
to be a party to the Guaranty and a “Guarantor” for all purposes of the Guaranty and the other Loan Documents, and
shall have all of the obligations of a Guarantor thereunder as if it had executed the Guaranty and the other Loan Documents. The
New Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained
in the Guaranty and the other Loan Documents. Without limiting the generality of the foregoing terms of this Section 1,
the New Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Guaranteed
Obligations in accordance with Section 2.01 of the Guaranty.


 


2.          The
New Guarantor acknowledges and confirms that it has received a copy of the Guaranty.


 


3.          The
New Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent or any other
Secured Party, it will execute and deliver such further documents and do such further acts and things as the Administrative Agent
or such Secured Party may reasonably request in order to effect the purposes of this Joinder.


 


4.          This
Joinder: (a) may be executed in two or more counterparts, each of which shall constitute an original but all of which when
taken together shall constitute one contract; and (b) may, upon execution, be delivered by facsimile or electronic mail, which
shall be deemed for all purposes to be an original signature.


 


5.          Sections
6.02, 6.06, 6.07 and 6.09 of the Guaranty are incorporated herein by reference as if fully set forth herein.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Joinder to the Guaranty to be executed and delivered as of the day and year first above written.


  


	 	[NEW guarantor]
	 	 
	 	By:	 
	 	  	Name:
	 	  	Title:
	 	 
	 	Notice Address:
	 	 
	 	[●]
	 	Phone: [●]
	 	Attention: [●]


 




    	 



    	 



    

 


	Agreed to and Accepted:	 
	 	 
	GREENLIGHT APE, LLC, as Administrative Agent	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title: