BR SPRINGHOUSE MANAGING MEMBER, LLC ASSIGNMENT OF MEMBERSHIP INTEREST

Exhibit 10.4

BR SPRINGHOUSE MANAGING MEMBER, LLC

ASSIGNMENT OF MEMBERSHIP INTEREST

Effective as of the 2^nd 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. Xxxxxxxx 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/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	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/ Xxxxxxxxxxx X. Xxxx
			Name:	Xxxxxxxxxxx X. Xxxx
			Title:	Chief Accounting Officer