Exhibit 10.4


 





THIRD AMENDMENT TO


PURCHASE AND SALE AGREEMENT


 


THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Third
Amendment") is made and entered into as of January 3, 2014 (the "Amendment Effective Date"), by and between
THE AVENTINE GREENVILLE, LLC, a Delaware limited liability company (“Seller”) and TRADE STREET OPERATING
PARTNERSHIP, LP, a Delaware limited partnership (“Purchaser”).


 


W I T N E S S E T H :


 


WHEREAS, Purchaser and Seller entered into
that certain Purchase and Sale Agreement dated December 5, 2013, as previously amended by that certain (i) First Amendment to Purchase
and Sale Agreement dated December 11, 2013, and (ii) Second Amendment to Purchase and Sale Agreement dated December 26, 2013 (collectively,
the “Contract”, with respect to certain real property located in Greenville County, South Carolina, and being
more particularly described in the Contract; and


 


WHEREAS, Purchaser
and Seller desire to amend the Contract as hereinafter set forth.


 


NOW, THEREFORE, for and in consideration
of the mutual covenants contained herein, the sum of Ten Dollars ($1 0.00) and other good and valuable consideration, paid by each
of the parties hereto to the other, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller hereby agree
as follows:


 


1.                 
Definitions. Capitalized terms used herein and not otherwise defined herein shall
have the meanings respectively ascribed to them in the Contract.


 


2.                 
Amendments to Contract. The Contract is hereby amended to give full effect to
the following:


 


(a)               
Extension of Inspection Date. Section 3.2 of the Contract is hereby deleted in
its entirety and the following is substituted in lieu thereof:


 


"Seller
agrees that in the event Purchaser determines, in Purchaser's sole and absolute discretion, that it does not wish to acquire the
Property for any reason or no reason, then Purchaser shall have the right to terminate this Agreement by giving written notice
of such termination to Seller on or before January 10, 2014 (the "Inspection Date''). Upon any such termination of
this Agreement pursuant to Purchaser's rights under the first sentence of this Section 3.2, the Earnest Money shall be promptly
returned to Purchaser in accordance with Section 1.6 hereof and Purchaser and Seller shall have no further rights and obligations
hereunder except those which expressly survive termination of this Agreement. If Purchaser fails to give Seller timely notice
of termination on or before the Inspection Date, then (subject to the following sentence) Purchaser shall no longer have the right
to terminate this Agreement under this Section 3.2 and (subject to any contrary provisions of this Agreement) shall be bound to
proceed to Closing and consummate the transaction contemplated hereby pursuant to the terms of this Agreement, and the Earnest
Money shall be nonrefundable to Purchaser, but for Purchaser's right to a return of the Earnest Money pursuant to the provisions
of Sections 4.6, 6.2, or 7.1 of this Agreement.


 


Notwithstanding
the foregoing, in the event Purchaser does not receive a Phase I environmental site assessment which is reasonably satisfactory
to Purchaser on or before January 17, 2014 (the "Phase I Deadline''), then Purchaser shall have the right to terminate
this Agreement by giving written notice of such termination to Seller on or before the Phase I Deadline. Upon any such termination
of this Agreement pursuant to Purchaser's rights under the foregoing sentence of this Section 3.2, the Earnest Money shall be
promptly returned to Purchaser in accordance with Section 1.6 hereof, and Purchaser and Seller shall have no further rights and
obligations hereunder except those which expressly survive termination of this Agreement. For avoidance of doubt, if Purchaser
fails to give Seller timely notice of termination on or before the Phase I Deadline, then Purchaser shall no longer have the right
to terminate this Agreement under this Section 3.2 and (subject to any contrary provisions of this Agreement) shall be bound to
proceed to Closing and consummate the transaction contemplated hereby pursuant to the terms of this Agreement, and the Earnest
Money shall be nonrefundable to Purchaser, but for Purchaser's right to a return of the Earnest Money pursuant to the provisions
of Sections 4.6, 6.2, or 7.1 of this Agreement. Time is of the essence with respect to the provisions of this Section 3.2. The
period commencing on the Effective Date and ending on the Inspection Date is sometimes referred to herein as the "Inspection
Period".


 


(b)              
Extension of Closing Date. The first sentence of Section 4.1 of the Contract
is hereby deleted in its entirety and the following is substituted in lieu thereof:


 


"The consummation of
the transaction as contemplated hereby ("Closing'') shall be held at the office of Escrow Agent on January 24,
2014 via escrow funds and fully executed documents where neither the Purchaser nor the Seller nor either party's attorneys
are required to be present."


 






    	 



    	 



    

 





(c)               
Title Objections. Purchaser hereby acknowledges timely receipt of the Title Commitment
and Survey from Seller. Further, the parties hereby acknowledge and agree that, as of the Amendment Effective Date, the Title Objection
Deadline (as contemplated by Section 2.3 of the Contract) has passed. As such, Purchaser hereby waives all rights granted to it
pursuant to the terms of the Contract (i) to provide any additional objections to title and/or survey (except as contemplated by
Section 2.5), and (ii) under Sections 2.3(b)(B) and 2.3(c), specifically including (without limitation) all rights to terminate
the Contract and receive a return of the Earnest Money for the reasons stated in such Sections. Accordingly, Purchaser acknowledges
that it has elected to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter
objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price (pursuant to
Section 2.3(b )(A)), subject only to the provisions of Section 2.5).


 


3.                 
Ratification. Except as amended hereinabove, the Contract remains unmodified
and is hereby ratified and confirmed for all purposes and in all respects.


 


4.                 
Counterparts. This Third Amendment may be executed in multiple, telecopies
counterparts, all of which shall constitute one and the same instrument.


 


5.                 
Entire Agreement. The Contract, as amended by this Third Amendment, constitutes
the entire agreement of the parties with respect to the subject matter thereof and fully supersedes any and all prior or contemporaneous
written or oral agreements and understandings between the parties pertaining to such subject
matter.


 


6.                 
Time of the Essence. Time is of the essence with respect to the Contract and
this Third Amendment


 


 


[signature pages follow]


 







    	 



    	 



    

 


 


IN WITNESS WHEREOF, Purchaser and Seller have executed this
Third Amendment as of the Amendment Effective Date.


 


	 	SELLER:
	 	 	 	 
	 	THE
    AVENTINE GREENVILLE, LLC, a Delaware limited liability company
	 	 	 	 
	 	By:	Flournoy
    Development Company, LLC, a Georgia limited liability company, its Manager
	 	 	 	 
	 	 	By:	/s/
    Thomas H. Flournoy
	 	 	 	Thomas H. Flournoy, President
	 	 	 	 
	 	 	 	 
	 	PURCHASER:
	 	 
	 	TRADE STREET
    OPERATING PARTNERSHIP, LP, a Delaware limited partnership
	 	 	 	 
	 	By: Trade Street
    OP GP, LLC, a Delaware limited liability company, its general partner
	 	 	 	 
	 	 	By:	Trade Street Residential,
    Inc., a 

    Maryland corporation,  its sole member
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Michael Baumann
	 	 	Name:	Michael
    Baumann
	 	 	Title:	Chief Executive Officer