Exhibit 10.358


 





BRG MOREHEAD NC, LLC


ASSIGNMENT OF MEMBERSHIP INTEREST


 


Effective
as of the 6th day of January, 2016, for value received, BRG MOREHEAD NC, LLC, a Delaware limited liability company (“Assignor”),
a member of BR ArchCo Morehead JV, LLC, a Delaware limited liability company (the “Company”), hereby sells,
assigns, conveys and transfers unto BR Morehead JV MEMBER, LLC,
a Delaware limited liability company (“Assignee”), one hundred percent (100.00%) of Assignor’s 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 being assigned (the “Assigned Interest”).
Assignee hereby accepts from Assignor the Assigned Interest and agrees to be substituted as a member in the Company in the place
and stead of Assignor with respect to the Assigned Interest assigned to and accepted by Assignee as provided herein.


 


Assignor, in its capacity
as a member of the Company, hereby consents to the admission of Assignee as a member of the Company, with all rights and obligations
as a substitute member of the Company with respect to the Assigned Interest. Assignee agrees to be bound by the terms of the Company’s
limited liability company agreement, and assumes and agrees to pay and discharge when and as due all the liabilities, obligations,
and responsibilities of Assignor arising from Assignor’s ownership of the Assigned 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 Assignment.


 


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 binding 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.


 


 


[SIGNATURES 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:
	 	 	 	 	 
	 	BRG MOREHEAD NC, 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/ Michael L. Konig
	 	 	 	 	Michael L. Konig
	 	 	 	 	Chief Operating Officer
	 	 	 	 	 
	 	ASSIGNEE:
	 	 	 	 	 
	 	BR MOREHEAD JV MEMBER, LLC,
	 	a Delaware limited liability company
	 	 	 	 	 
		By:  	Bluerock Special Opportunity + Income Fund II, LLC, 
	 		a Delaware limited liability company, its Manager
	 	 	 	 	 
	 	 	By:  	BR SOIF II Manager, LLC, 
	 	 	 	a Delaware limited liability company, its Manager
	 	 	 	 	 
	 	 	 	By: 	/s/ Michael L. Konig
	 		 	 	Michael L. Konig
	 		 	 	Authorized Signatory