Exhibit 10.2







 


FIRST AMENDMENT TO


AGREEMENT OF PURCHASE AND SALE


 


THIS FIRST AMENDMENT
TO PURCHASE AND SALE AGREEMENT (this “First Amendment”) is made and entered into as of December 11, 2013
(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
(“Buyer”).


 


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 (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 mutual covenants contained herein, the sum of Ten Dollars ($10.00) 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.                 
Extension of Inspection Date. The first sentence of 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 December 26, 2013 (the "Inspection Date'').”


 


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. The First Amendment may be executed in multiple, telecopied counterparts, all of which should
constitute one and the same instrument.


 


5.                 
Entire Agreement. The Contract, as amended by this First 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 First Amendment.


 


[Signature pages follow]


 






    	 



    	 



    

  


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


 


	[intentionally left
    blank]
	 	 
	 	SELLER:
	 	 	 	 
	 	THE
    AVENTINE GREENVILLE, LLC, a Delaware limited liability company
	 	 	 	 
	 	By:	Flournoy
    Development Company, LLC, a Georgia limited liability company, its Manager
	 	 	 	 
	 	 	By:	/s/
    Red Dawson
	 	 	 	Red Dawson, Vice 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:	Trade Street Residential,
    Inc., a 

    Maryland corporation,  its sole member
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ David Levin
	 	 	Name:	David
    Levin
	 	 	Title:	President