Exhibit 10.2


 


AMENDMENT NO. 1 TO SECOND AMENDED AND


RESTATED AGREEMENT OF LIMITED PARTNERSHIP


OF TRADE STREET OPERATING PARTNERSHIP,
LP


 


THIS AMENDMENT NO.
1 (the “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership (the “OP Agreement”)
of Trade Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”) is made
and entered into effective as of February 23, 2014 by and among Trade Street OP GP, LLC, a Delaware limited liability company and
the general partner of the Operating Partnership (the “General Partner”), Trade Street Residential, Inc. (the
“Parent”), and Trade Street Capital, LLC, Trade Street Adviser GP, Inc., Michael D. Baumann and Heidi Baumann
(collectively, the “Class B Unit Holders”).


 


WHEREAS, the Class
B Unit Holders are the holders, collectively, of 210,915 Class B Contingent Units of limited partnership interests (the “Class
B Units”) in the Operating Partnership;


 


WHEREAS, the General
Partner, the Parent and the Class B Unit Holders (collectively, the “Partners”) comprise all the partners of
the Operating Partnership;


 


WHEREAS, the Partners
desire to amend the OP Agreement in the manner and on the terms set forth below and in Exhibit A hereto;


 


WHEREAS, except to
the extent amended by this Amendment No. 1, the Partners intend that the OP Agreement continue in full force and effect, as amended
herein;


 


NOW, THEREFORE, the
Partners, intending to be legally bound, hereby adopt the following amendment to the OP Agreement:


 


		1.	Exhibit A of the OP Agreement is amended and restated as set forth as Exhibit A hereto for the
purpose of reflecting the conversion of Class B Contingent Units into OP Units by agreement of the Partners.



 


		2.	The General Partner, immediately following execution of the Amendment No. 1, will deliver to Michael
D. Baumann at 915 North Southlake Drive, Hollywood, Florida 33019, a letter from the General Partner acknowledging that Michael
D. Baumann and Heidi Baumann are the owners of 2,343,500 OP Units pursuant to this Amendment No. 1.



 


In all other respects,
the OP Agreement shall remain in full force and effect as amended by the foregoing.


 


This Amendment shall
be effective on the earlier of execution and delivery of that certain First Amendment to Credit Agreement between the Operating
Partnership, the Parent and the financial institutions party thereto or 11:59 p.m. Eastern Standard Time on February 26, 2014.
Until such time, this Amendment shall have no force or effect, but after such time, this Amendment will be self-executing with
no further action required by the Partners.










    	 



    	 



    






IN WITNESS WHEREOF,
the parties have signed and delivered this Amendment No. 1 as of the day and year first above written.


 


	 	GENERAL PARTNER:
	 	 
	 	Trade Street OP GP, LLC
	 	 
	 	By:  Trade Street Residential, Inc., its sole member
	 	 
	 	By:	/s/ Richard Ross
	 	Name:  Richard Ross
	 	Title:  Chief Financial Officer
	 	 
	 	LIMITED PARTNERS:
	 	 
	 	Trade Street Residential, Inc.
	 	 
	 	By:	/s/ Richard Ross
	 	Name:  Richard Ross
	 	Title:  Chief Financial Officer
	 	 
	 	Trade Street Capital, LLC
	 	 
	 	By:	/s/ Michael D. Bauman
	 	Name:  Michael D. Baumann
	 	Title:  Chairman
	 	 
	 	Trade Street Advisor GP, Inc.
	 	 
	 	By:	/s/ Michael D. Bauman
	 	Name:  Michael D. Baumann
	 	Title:  President
	 	 
	 	/s/ Michael D. Baumann
	 	Michael D. Baumann
	 	 
	 	/s/ Heidi Baumann
	 	Heidi Baumann


 




    	 



    	 



    

 


Exhibit A


 


PARTNERS AND PARTNERSHIP UNITS


 


	 
Name
                                         and Address
	 	OP
                                         Units
 (Percentage)
	 	 	Class
                                         A Preferred Units
 (Percentage)
	 	 	Class
                                         B Contingent Units
 (Percentage)
	 
	 	 	 	 	 	 	 	 	 	 
	Trade Street OP GP, LLC	 	 	 	 	 	 	309,130	 	 	 	 	 
	19950 West Country Club Drive,	 	 	 	 	 	 	100.0	%	 	 	 	 
	Suite 800	 	 	 	 	 	 	 	 	 	 	 	 
	Aventura, FL  33180	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trade Street Residential, Inc.	 	 	36,350,181	 	 	 	 	 	 	 	 	 
	19950 West Country Club Drive,	 	 	93.9	%	 	 	 	 	 	 	 	 
	Suite 800	 	 	 	 	 	 	 	 	 	 	 	 
	Aventura, FL  33180	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trade Street Capital, LLC	 	 	 	 	 	 	 	 	 	 	0	 
	 	 	 	 	 	 	 	 	 	 	 	0.0	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trade Street Adviser GP, Inc.	 	 	 	 	 	 	 	 	 	 	0	 
	 	 	 	 	 	 	 	 	 	 	 	0.0	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Michael D. and Heidi Baumann,	 	 	2,343,500	 	 	 	 	 	 	 	0	 
	Tenants in the Entirety	 	 	6.1	%	 	 	 	 	 	 	0.0	%
	915 North Southlake Drive	 	 	 	 	 	 	 	 	 	 	 	 
	Hollywood, FL  33019