Exhibit 10.1


 


AMENDMENT NO. 2 TO SECOND AMENDED AND


RESTATED AGREEMENT OF LIMITED PARTNERSHIP


OF TRADE STREET OPERATING PARTNERSHIP,
LP


 


September 11, 2015


 


THIS AMENDMENT NO. 2 (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”), dated March 26, 2013 and as amended
on February 23, 2014, is made and entered into effective as of September 11, 2015 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 Michael D. Baumann and Heidi Baumann (collectively, the “Outside
Limited Partners”).


 


WHEREAS, the Outside Limited Partners
are the sole and legal beneficial owners and record holders of 2,343,500 units of limited partnership interest (the “TSR
OP Units”) in the Operating Partnership;


 


WHEREAS, the General Partner, the
Parent and the Outside Limited Partners (collectively, the “Partners”) comprise all the partners of the Operating
Partnership;


 


WHEREAS, on May 11, 2015, Independence
Realty Trust, Inc., a Maryland corporation (“IRT”), Independence Realty Operating Partnership, LP, a Delaware
limited partnership (“IRT OP”), Adventure Merger Sub LLC, a Delaware limited liability company and direct wholly
owned subsidiary of IRT OP (“OP Merger Sub”), IRT Limited Partner, LLC, a Delaware limited liability company
and a direct wholly owned subsidiary of IRT OP (“IRT LP LLC”), Parent and the Operating Partnership entered
into that certain Agreement and Plan of Merger (the “Merger Agreement”), which provides for (i) the merger of
OP Merger Sub with and into the Operating Partnership with the Operating Partnership being the surviving entity (the “Partnership
Merger”) and (ii) the merger of Parent with and into IRT LP LLC with IRT LP LLC being the surviving entity (the “Company
Merger” and, together with the Partnership Merger, the “Merger”);


 


WHEREAS, pursuant to the terms of
the Merger Agreement, upon the consummation of the Partnership Merger, TSR OP Units were to be automatically converted into the
right to receive consideration consisting of a combination of cash and common units of limited partnership interest in IRT OP (“IROP
Units”);


 


WHEREAS, the parties now desire for
the Outside Limited Partners to contribute their TSR OP Units to IRT OP in exchange for IROP Units, effective as of immediately
prior to the closing of the Partnership Merger, in lieu of the Outside Limited Partners receiving cash and IROP Units in the Partnership
Merger, and the parties to the Merger Agreement have entered into Amendment No. 1 thereto to provide for certain adjustment resulting
from the Outside Limited Partners’ contribution of their TSR OP Units to IRT OP prior to the Partnership Merger;


 


WHEREAS, Section 11.03 of the OP
Agreement provides that no Limited Partner (as such term is defined therein) may transfer all or any portion of its Partnership
Interest (as such term is defined therein) without the written consent of the General Partner and, among other conditions, that
the General Partner will not consent to any transfer unless such transfer is effective as of the first day of a fiscal quarter
of the Operating Partnership; and


 




     


     


    

 


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


 


WHEREAS, except to the extent amended
by this Amendment No. 2, 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 approve, adopt and consent to an amendment to the OP Agreement whereby Section 11.03(c)(iv) of the
OP Agreement is deleted in its entirety.


 


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


 


[Signature Pages Follow]


 




     


     


    

 


IN WITNESS WHEREOF, the parties have
signed and delivered this Amendment No. 2 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 Executive Officer	 
	 	 	 	 
	LIMITED PARTNERS:	 
	 	 
	Trade Street Residential, Inc.	 
	 	 	 	 
	by: 	/s/ Richard Ross	 
	 	Name:	Richard Ross	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 
	/s/ Michael D. Baumann	 
	 	Name:	Michael D. Baumann	 
	 	 	 	 
	/s/ Heidi Baumann	 
	 	Name:	Heidi Baumann	 


 


[Signature
Page to Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of Trade Street Operating Partnership,
LP]