Exhibit 10.4


 


BR SPRINGHOUSE MANAGING MEMBER, LLC


ASSIGNMENT OF MEMBERSHIP
INTEREST


 


Effective as of the
2nd day of April, 2014, for value received, BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND, LLC, a Delaware limited liability
company (“Assignor”), a member of BR SPRINGHOUSE MANAGING MEMBER, LLC, a Delaware limited liability company (the "Company”),
hereby sells, assigns and transfers unto BEMT SPRINGHOUSE, LLC, a Delaware limited liability company, (“Assignee”),
all of its right, title, and interest to its forty nine percent (49%) limited liability company interest in the Company, together
with any and all claims, title, interests, entitlements, capital account balances, distributions, and other rights related to such
limited liability company interest (the “Interest”). Assignee hereby accepts from Assignor the Interest and agrees
to be substituted as a member in the Company in the place and stead of Asssignor with respect to the Interest assigned to and accepted
by Assignee as provided herein.


 


Assignor, in its capacity
as a manager and a member of the Company, consents to and hereby admits Assignee as a member of the Company, with all rights and
obligations as a substitute member of the Company with respect to the Interest. Assignee agrees to be bound by the terms of the
Company’s limited liability company agreement, and by execution of this Assignment becomes a party thereto, and assumes and
agrees to pay and discharge when and as due all the liabilities, obligations, and responsibilities of Assignor arising from the
Assignor’s ownership of the Interest acquired by Assignee from and after the date hereof. Assignor and assignee mutually
agree to reasonably cooperate at all times from and after the date hereof with respect to any of the matters described herein,
and to execute such further documents as may be reasonably requested for the purpose of giving effect to, evidencing or giving
notice of the transaction evidenced by this Agreement.


 


This Assignment shall
be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors
and assigns. No supplement, modification, waiver or termination of this Assignment or any provisions hereof shall be ebinding unless
executed in writing by the person to be bound thereby. No waiver of any of the provisions of this Assignment shall constitute a
waiver of any other provision (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly
provided.


 


This Assignment can
be executed in any number of counterparts, each of which, when so executed, shall be deemed an original such counterparts together
shall constitute one original. This Assignment will be governed by the laws of the State of Delaware, without giving effect to
principles of conflict of laws of that State.


 


[SIGNATURS ON FOLLOWING PAGE]


 




     


     


    

 


IN WITNESS WHEREOF,
Assignor and Assignee have each duly authorized and executed this Assignment effective as of the date first written above.


 


	 	ASSIGNOR:
	 	 
	 	BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:  Bluerock Real Estate, L.L.C., its manager
	 
	 	By: 	/s/ Jordan S. Ruddy	 
	 	Name:  	Jordan S. Ruddy
	 	Title: 	Authorized Signatory


 





	 	ASSIGNEE:
	 	 
	 	BEMT SPRINGHOUSE, LLC, 
	 	a Delaware limited liability company
	 	 
	 	By: 	Bluerock Residential Holdings, L.P.,
	 	 	a Delaware limited partnership, 
	 	 	its Sole Member
	 	 	 	 
	 	 	By:	Bluerock Residential Growth REIT, Inc., 
	 	 	 	a Maryland corporation, 
	 	 	 	its General Partner
	 	 	 	 
	 	 	 	By: 	/s/ Christopher J. Vohs	 
	 	 	 	Name:  	Christopher J. Vohs	 
	 	 	 	Title: 	Chief Accounting Officer