Exhibit 10.41


 





BR WATERFORD JV 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 WATERFORD JV MEMBER, LLC, a Delaware limited liability company (the "Company"), hereby sells, assigns
and transfers unto BRG WATERFORD, LLC, a Delaware limited liability company ("Assignee"), all of its right, title, and
interest in its ten percent (10%) 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 Assignor 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 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 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:	 	 
	 	 	 	 
	 	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:	 	 
	 	 	 	 
	 	BRG WATERFORD, 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