Guaranty Agreement executed January 24, 2023 by Jason Pollack, Frank Dellaglio and ACRES Realty Funding, Inc. for the benefit of Oceanview Life and Annuity Company

Exhibit 10.1

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (this “Guaranty”) is executed as of January 24, 2023, by JASON POLLACK, an individual, having an address at 4408 West 34th Avenue, Denver, Colorado 80212, FRANK DELLAGLIO, an individual, having an address at 11 Stoney Brook Road, Sherborn, Massachusetts 01770 and ACRES REALTY FUNDING, INC., a Delaware corporation, having an address at 390 RXR Plaza, Uniondale, New York 11556 (“ACRES”, together with Jason Pollack and Frank Dellaglio, individually or collectively, as the context may require, “Guarantor”), for the benefit of OCEANVIEW LIFE AND ANNUITY COMPANY, an Alabama corporation (together with its successors and assigns, “Lender”), having an address at c/o Oceanview Asset Management, 142 West 57th Street, 3rd Floor, New York, New York 10019.

W I T N E S S E T H :

WHEREAS, reference is made to that certain Building Loan Agreement of even date herewith between Chapel Drive East, LLC, a Delaware limited liability company (“Borrower”), and Lender (as the same may be amended, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used herein without definition shall have the respective meanings attributed thereto in the Loan Agreement);

WHEREAS, Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as herein defined);

WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from Lender’s making the Loan to Borrower; and

WHEREAS, capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower, and for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

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Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

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To induce Lender to enter into the Loan Documents and extend credit to Borrower, Guarantor represents, warrants and covenants to Lender as follows:

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(1) “Cash and Cash Equivalents” shall mean: (i) United States dollars and (ii) any of the following which may be liquidated or made available without restrictions within five (5) Business Days or less: (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or

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instrumentality thereof, valued at the current market value thereof; (b) certificates of deposit and Eurodollar time deposits with maturities of six (6) months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank insured by the FDIC or by any other Eligible Institution; (c) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (ii)(a) and (b) above entered into with any Eligible Institution; (d) commercial paper having the highest rating obtainable from Moody’s or S&P, and in each case maturing within six months after the date of acquisition; and (e) money market funds substantially all the assets of which are comprised of securities and other obligations of the types described in clauses (i) and (ii)(a) through (d) above.

(2) “Unencumbered Liquid Assets” shall be determined by Lender in its reasonable discretion, as of June 30 and December 31 of each calendar year, and shall include only the following assets of Guarantor, as set forth on Guarantor’s balance sheet, and only to the extent held by Guarantor free and clear of all liens, encumbrances and security interests: (x) all Cash and Cash Equivalents, and (y) marketable securities owned of record and beneficially by Guarantor and which are freely tradable, without any restriction (including, without limitation, any requirement for future registration thereof) on the New York Stock Exchange or NASDAQ (or any successors thereto), to the extent acquired for investment or with a view to achieving trading profits (and which may be liquidated without restrictions within five (5) Business Days or less).

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Guarantor: Jason Pollack
4408 West 34th Avenue
Denver, Colorado 80212

Frank Dellaglio
11 Stoney Brook Road
Sherborn, Massachusetts 01770

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ACRES Realty Funding, Inc.
c/o ACRES Capital, LLC
390 RXR Plaza
Uniondale, New York 11556
Attention: Jaclyn A. Jesberger, General Counsel

And to: Greenberg Traurig, LLP
One International Place
Boston, Massachusetts 02110
Attn: Dina E. Conlin

Murland Dainoff LLC
651 E. Township Line Road, #1055
Blue Bell, PA 19422
Attn: Brian L. Murland

If to Lender: Oceanview Life and Annuity Company
Attention: Matthew Phillip
c/o Oceanview Asset Management
142 West 57th Street, 3rd Floor
New York, New York 10019

Oceanview Life and Annuity Company
Attention: Marnie Adams
c/o Oceanview Asset Management
142 West 57th Street, 3rd Floor
New York, New York 10019

And to: Cadwalader, Wickersham & Taft LLP
650 South Tryon Street
Charlotte, North Carolina 28202
Attention: Christopher Dickson, Esq.

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IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first above written.

GUARANTOR:

GUARANTOR:

ACRES REALTY FUNDING, INC., a Delaware corporation