Exhibit 10.04


 


ASSIGNMENT OF AGREEMENT OF
PURCHASE AND SALE


 


THIS ASSIGNMENT OF AGREEMENT OF PURCHASE AND SALE
(this


“Assignment”)
is entered into effective as of March 22, 2017, by and between CWS APARTMENT HOMES LLC, a Delaware limited liability company
(“Assignor”), and BR CWS 2017 PORTFOLIO JV, LLC, a Delaware limited liability company (“Assignee”).
All initially capitalized terms used but not defined herein shall have the meanings ascribed thereto in that certain Agreement
of Purchase and Sale by and among BRE MF Crown Ridge LLC, a Delaware limited liability company (“Crown Ridge Seller”),
BRE MF Canyon Springs LLC, a Delaware limited liability company (“Canyon Springs Seller”), BRE MF Cascades I
LLC, a Delaware limited liability company (“Cascades I Seller”), BRE MF Cascades II LLC, a Delaware limited
liability company (“Cascades II Seller”), and BRE MF TPC LLC, a Delaware limited liability company (“Cibolo
Canyon Seller”), together as seller, and Assignor, as purchaser, dated as of March 15, 2017, as amended by that certain
First Amendment to Agreement of Purchase and Sale dated as of March 20, 2017 (as amended, the “Agreement”).
Crown Ridge Seller, Canyon Springs Seller, Cascades I Seller, Cascades II Seller, and Cibolo Canyon Seller are hereinafter referred
to collectively as “Seller.”


 


RECITALS:


 


1.          Assignor
is a party to the Agreement pursuant to which Assignor has agreed to purchase that certain property located in San Antonio, Texas,
and in Tyler, Texas, as more particularly described therein (the “Property”).


 


2.          The
parties desire to enter into this Assignment to evidence the transfer and assignment of all of Assignor’s right, title and
interest in the Agreement to Assignee.


 


NOW THEREFORE,
in consideration of the foregoing, the mutual representations, warranties, covenants and agreements herein contained and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:


 


1.          Assignment.
Subject to Bluerock (as defined in the Operating Agreement of Assignee) funding its share of the earnest money and loan assumption
costs as provided in Section 5.8 of the Operating Agreement of Assignee, Assignor hereby assigns, transfers and conveys to Assignee
all of its right, title and interest in, to and under (i) the Agreement; (ii) the earnest money previously deposited by Assignor;
and (iii) to the extent assignable and without any representation or warranty whatsoever, including, but not limited to any representation
or warranty as to the accuracy, contents or completeness thereof, all property condition and inspection reports relating to the
Property and received by Assignor in connection with the investigation and acquisition of the Property pursuant to the Agreement
and either prepared by third parties or provided by the Seller and all representations and warranties made to Assignor in connection
therewith (collectively, together with the Agreement and the earnest money, the “Transferred Assets”). For purposes
of clarification, the parties agree that Transferred Assets shall not include any proprietary or confidential information, internal
analyses, attorney work product or attorney-client privileged documents.


 




    	 	1	 



     


    

 


2.          Representations
and Warranties. Assignor hereby represents and warrants to Assignee that (a) Assignor has delivered to Assignee a true, correct
and complete copy of the Agreement, which Agreement has not been further amended or modified by Assignor in any respect, and which
Agreement constitutes the entire understanding of the parties thereto with respect to its subject matter; (b) except for title
objection notices and responses and other similar notices contemplated by the terms of the Purchase Agreement, Assignor has not
entered into any side letter agreements with the Seller relating to the transactions contemplated by the Agreement and the Property;
(c) Assignor has all requisite power and authority to enter into this Assignment; (d) CWS and Promote Member (as each such terms
are defined in the Operating Agreement of Assignee) will satisfy the requirement set forth in Section 14.7(iv) of the Agreement,
with regard to the CWS Group’s investment in the Assignee, (e) Assignor has not heretofore transferred, assigned, pledged
or encumbered the Transferred Assets; and (f) Assignor has not received any written notice from Seller asserting that Assignor
is in breach of, or in default under, the Agreement.


 


3.          Acceptance.    Assignee
hereby:     (a) accepts the assignment of the Agreement; (b) agrees to be bound by the terms and conditions of the Agreement;
and (c) assumes all of Assignor’s obligations under the Agreement; provided, however, notwithstanding this Assignment,
Assignor shall remain liable under the Agreement.


 


4.          Indemnification.
Assignor, on demand, shall indemnify and hold Assignee harmless for, from, and against any and all loss, cost, damage, claim,
liability or expense, including reasonable attorneys’ fees and court costs, arising out of any breach of the terms, provisions
and/or conditions of this Assignment by Assignor or its agents. The foregoing indemnification shall include loss, cost, damage,
claim, liability or expense from any injury or damage of any kind whatsoever (including death) to persons or property caused by
Assignor.


 


5.          Further
Assurances. Each of the parties hereto agrees to execute such other, further and different documents and perform such other,
further and different acts as may be reasonably necessary or desirable to carry out the intent and purpose of this Assignment.


 


6.          Successors
and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.


 


7.          Governing
Law. This Assignment shall be governed in all respects, including validity, interpretation and effect, by and shall be enforceable
in accordance with the internal laws of the State of Texas, without regard to conflicts of laws principles.


 


8.          Counterpart
Execution. This Assignment may be executed in multiple counterparts, each one of which will be deemed an original, but all
of which shall be considered together as one and the same instrument. Further, in making proof of this Assignment, it shall not
be necessary to produce or account for more than one such counterpart. Execution by a party of a signature page hereto shall constitute
due execution and shall create a valid, binding obligation of the party so signing, and it shall not be necessary or required
that the signatures of all parties appear on a single signature page hereto.


 




    	 	2	 



     


    

 


9.          Entire
Agreement. This Assignment contains the entire agreement between the parties regarding the subject matter hereof. Any prior
agreements, discussions or representations not expressly contained herein shall be deemed to be replaced by the provisions hereof
and no party has relied on any such prior agreements, discussions or representations as an inducement to the execution hereof.


 


[Signatures appear on following page]


 




    	 	3	 



     


    

 


IN WITNESS WHEREOF, the
parties hereto have executed or caused this Assignment to be executed by their duly authorized representatives as of the date first
above written.


 





	 	ASSIGNOR:
	 	 
	 	CWS  APARTMENT  HOMES LLC,
	 	a Delaware  limited  liability company
	 	 	 
	 	By:	/s/ Gary Carmell
	 	 	Name:	Gary Carmell 
	 	 	Title:	President
	 	 	 
	 	ASSIGNEE:
	 	 
	 	BR CWS 2017 PORTFOLIO JV, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:  	BR CWS Portfolio Member, LLC,
	 	 	a Delaware limited liability company, its Manager
	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 







 





 







     

     


    

 


IN WITNESS WHEREOF, the
parties hereto have executed or caused this Assignment to be executed by their duly authorized representatives as of the date first
above written.


 





	 	ASSIGNOR:
	 	 
	 	CWS  APARTMENT  HOMES LLC,
	 	a Delaware  limited  liability company
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	 	ASSIGNEE:
	 	 
	 	BR CWS 2017 PORTFOLIO JV, LLC,
	 	a  Delaware limited  liability company
	 	 	 
	 	By:  	BR CWS Portfolio Member, LLC,
	 	 	a Delaware limited liability company, its Manager
	 	 	 
	 	By:	/s/ Jordan Ruddy
	 	Name: 	Jordan Ruddy
	 	Title: 	Authorized Signatory