Exhibit 10.4


 


BR VG ANN ARBOR JV MEMBER, LLC


ASSIGNMENT OF MEMBERSHIP INTEREST


 


Effective as of the
2nd day of April, 2014, for value received, BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND III, LLC, a Delaware limited liability company
("Assignor"), a member of BR VG ANN ARBOR JV MEMBER, LLC, a Delaware limited liability company (the "Company"),
hereby sells, assigns and transfers unto BRG ANN ARBOR, LLC, a Delaware limited liability company ("Assignee"), all of
its right, title and interest in its thirty eight and six thousand eighty-four ten thousandths percent (38.6084%) 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 III, LLC,
	 	a Delaware limited liability company
	 	 	 	 
	 	By: 	BR SOIF III Manager, LLC,
	 	 	a Delaware limited liability company, its Manager
	 	 	 	 	 	 
	 	 	By: 	/s/ Jordan S. Ruddy	 
	 	 	Name: Jordan S. Ruddy
	 	 	Title: Authorized Signatory
	 	 	 	 
	 	ASSIGNEE:	 
	 	 	 	 
	 	BRG ANN ARBOR, 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