Exhibit 10.12



Second Amendment to Credit
Agreement and Waiver



This Second Amendment
to Credit Agreement and Waiver (herein, this “Amendment”) is entered into as of June 13, 2013, by and among
Trade Street Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), Trade Street Residential,
Inc., a Maryland corporation (“Trade Street REIT”), the other Guarantors party hereto, the Lenders party hereto
and BMO Harris Bank N.A., as Administrative Agent.



Preliminary Statements



A.	The Borrower, the Guarantors,
the Lenders and the Administrative Agent are parties to a Credit Agreement, dated as of January 31, 2013 (as amended or otherwise
modified from time to time, the “Credit Agreement”). All capitalized terms used herein without definition
shall have the same meanings herein as such terms have in the Credit Agreement.



B.	The Borrower
has requested that Administrative Agent and the Lenders waive compliance with certain sections of, and make certain amendments
to, the Credit Agreement as set forth below, and the Administrative Agent and the Lenders are willing to do so pursuant to the
terms and conditions set forth herein.



Now,
Therefore,for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:



Section 1.	Waivers.



1.1.	The Borrower
has requested that the Administrative Agent and the Lenders not require compliance with the minimum Adjusted EBITDA to Fixed Charges
ratio covenant set forth in Section 8.20(b) of the Credit Agreement for the reporting periods ending December 31, 2012,
March 31, 2013 and June 30, 2013 (such covenant, solely for such periods, being referred to herein collectively as the
“Specified Covenant Requirements”).



1.2.	Upon satisfaction
of the conditions precedent set forth in Section 3 hereof, the Lenders and the Administrative Agent hereby waive the requirement
of compliance with the Specified Covenant Requirements and any Event of Default arising solely from the Specified Covenant Requirements.
The Borrower and the Guarantors acknowledge that the waivers under this Section 1 are specifically limited to the Specified Covenant
Requirements and any Event of Default arising solely from the Specified Covenant Requirements. Except as specifically waived hereby,
all terms and conditions of the Credit Agreement shall stand and remain in full force and effect.



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Section 2.	Amendments
to Credit Agreement.



Subject to the satisfaction
of the conditions precedent set forth in Section 3 below, the Credit Agreement shall be and hereby is amended as follows:



2.1.	The definitions
of“EBITDA,” “Fixed Charges” and “Interest Expense”set forth in Section 5.1
of the Credit Agreement (Definitions) are amended and restated in their entirety to read as follows:



“EBITDA”
means, for the most recent Fiscal Quarter then ended computed on an annualized basis, determined on a consolidated basis of the
Borrower and its Subsidiaries, in accordance with GAAP, the sum of net income (or loss) plus: (i) depreciation and
amortization expense, to the extent included as an expense in the calculation of net income (or loss); (ii) Interest Expense;
(iii) income tax expense, to the extent included as an expense in the calculation of net income (or loss); (iv) extraordinary,
unrealized or non-recurring losses, including impairment charges, minus: (v) extraordinary, unrealized or non-recurring
gains, including the sale or write-up of assets; and (vi) income tax benefits; provided, however, that, to the extent
any Property of the Borrower and its Subsidiaries has been owned by the Borrower and its Subsidiaries for only a portion of the
most recent Fiscal Quarter, EBITDA with respect to such Property shall be calculated on a pro forma basis as if such Property
had been owned by the Borrower and its Subsidiaries for all of such Fiscal Quarter.



“Fixed Charges”
means, for the applicable Fiscal Quarter computed on an annualized basis, (a) Interest Expense, plus (b) scheduled principal amortization
paid on Total Indebtedness (exclusive of any balloon payments or prepayments of principal paid on such Total Indebtedness), plus
(c) Preferred Dividends for such Fiscal Quarter computed on an annualized basis plus (d) all income taxes (federal, state and local)
paid by Borrower during such Fiscal Quarter computed on an annualized basis; provided, however, that, to the extent any
Property of the Borrower and its Subsidiaries has been owned by the Borrower and its Subsidiaries for only a portion of the most
recent Fiscal Quarter, Fixed Charges with respect to such Property shall be calculated on a pro forma basis as if such Property
had been owned by the Borrower and its Subsidiaries for all of such Fiscal Quarter.



“Interest
Expense” means, with respect to a Person for any period of time, the interest expense whether paid or capitalized (without
deduction of consolidated interest income) of such Person for such period. Interest Expense shall exclude any accrued interest
and any amortization of (i) deferred financing fees, including the write-off such fees relating to the early retirement of
such related Indebtedness for Borrowed Money, and (ii) debt discounts (but only to the extent such discounts do not exceed
3.0% of the initial face principal amount of such debt).





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2.2.	Clause (l)
Section 8.8 of the Credit Agreement (Investments, Acquisitions, Loans and Advances) is amended and restated in its
entirety to read as follows:



(l)	investments in Land Assets and
Land Assets contributed to joint ventures in an amount not to exceed in the aggregate at any one time outstanding 17.5% of the
Total Asset Value of the Borrower and its Subsidiaries.



2.3.	The table set
forth in Section 8.20(b) of the Credit Agreement (Minimum Adjusted EBITDA to Fixed Charges Ratio) is amended and restated
in its entirety to read as follows:



|Fiscal Quarter ending                                     | Ratio       
|--------------------------------------------------------- | ------------
|                                                          |             
|December 31, 2012 through and including December 31, 2013 | 1.15 to 1.00
|March 31, 2014 and June 30, 2014                          | 1.25 to 1.00
|September 30, 2014 and thereafter                         | 1.50 to 1.00



2.4.	Schedule I
to Exhibit D of the Credit Agreement (Compliance Certificate) is amended and restated in its entirety to read as set
forth on Schedule I to Compliance Certificate attached hereto and made a part hereof.



Section 3.	Conditions Precedent.



The effectiveness of
this Amendment is subject to the satisfaction of all of the following conditions precedent:



3.1.	The Borrower, the
Guarantors, the Administrative Agent and the Lenders shall have executed and delivered this Amendment.



3.2.	Legal matters incident
to the execution and delivery of this Amendment shall be satisfactory to the Administrative Agent and its counsel.



Section 4.	Representations.



In order to induce
the Lenders to execute and deliver this Amendment, the Borrower and the Guarantors hereby represent to the Administrative Agent
and the Lenders that, as of the date hereof, after giving effect to the amendments and waivers set forth in Sections 1 and
2 above, (a) the representations and warranties set forth in Section 6 of the Credit Agreement and in the other Loan
Documents are and shall be and remain true and correct, except that the representations contained in Section 6.5 shall be
deemed to refer to the most recent financial reports of the Borrower delivered to the Lenders, and (b) the Borrower and the
Guarantors are in compliance with the terms and conditions of the Credit Agreement and the other Loan Documents and no Default
or Event of Default exists or shall result after giving effect to this Amendment.





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Section 5.	Miscellaneous.



5.1.	The Borrower
and the Guarantors heretofore executed and delivered to the Administrative Agent and the Lenders certain Mortgages and Security
Agreements re: Operating Accounts (collectively, the “Collateral Documents”). The Borrower and the Guarantors
hereby acknowledge and agree that the Liens created and provided for by the Collateral Documents continue to secure, among other
things, the Obligations arising under the Credit Agreement as amended hereby; and the Collateral Documents and the rights and remedies
of the Administrative Agent and the Lenders thereunder, the obligations of the Borrower and the Guarantors thereunder, and the
Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby.
Nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for by the Collateral
Documents as to the indebtedness which would be secured thereby prior to giving effect to this Amendment.



5.2.	By executing
this Amendment in the place provided for that purpose below, each Guarantor hereby consents to the amendment to the Credit Agreement
as set forth herein and confirms that its obligations thereunder (including without limitation its obligations as a Guarantor pursuant
to Section 13 of the Credit Agreement) remain in full force and effect. Each Guarantor further agrees that the consent of
such Guarantor to any further amendments to the Credit Agreement (other than Section 13 thereof) or any other Loan Document
shall not be required as a result of this consent having been obtained.



5.3.	Except as specifically
amended or waived herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference
to this specific Amendment need not be made in the Credit Agreement, the Collateral Documents, the Notes or any other instrument
or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with
respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.



5.4.	The Borrower
agrees to pay on demand all reasonable costs and expenses of or incurred by the Administrative Agent in connection with the negotiation,
preparation, execution and delivery of this Amendment and the other instruments and documents to be executed and delivered in connection
herewith, including the reasonable fees and expenses of counsel for the Administrative Agent.



5.5.	This Amendment
may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any
such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of a counterpart hereof
by facsimile transmission or by e-mail transmission of an Adobe Portable Document Format file (also known as an “PDF”file) shall be effective as delivery of a manually executed counterpart hereof. This Amendment shall be construed and determined
in accordance with the laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations
Law of the State of New York) without regard to conflicts of law principles that would require application of the laws of another
jurisdiction.



[Signature
Pages to Follow]





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This Second Amendment
to Credit Agreement and Waiver is entered into as of the date and year first above written.



| | “Borrower”                                                                
| | --------------------------------------------------------------------------
| |                                                                           
| | Trade Street Operating Partnership,
    LP, a Delaware limited partnership
| |                                                                           
| | By:                                                                       
| |                                                                           
| | By:                                                                       
| |                                                                           
| | By:                                                                       
| |                                                                           
| |                                                                           





[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER]







| | “Administrative Agent”                                
| | ------------------------------------------------------
| |                                                       
| | BMO Harris Bank N.A.,as Administrative Agent          
| |                                                       
| | By:                                                   
| |                                                       
| |                                                       
| |                                                       
| |                                                       
| | “Lender”                                              
| |                                                       
| | BMO Harris Bank N.A.,as a Lender and Swing Line Lender
| |                                                       
| | By:                                                   
| |                                                       
| |                                                       





[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER]







| | “Guarantors”                                                   
| | ---------------------------------------------------------------
| |                                                                
| | Trade Street Residential,
    Inc., a Maryland corporation     
| |                                                                
| | By:                                                            
| |                                                                
| |                                                                
| |                                                                
| |                                                                
| | BSF-Arbors River Oaks, LLC, a Florida limited liability company
| |                                                                
| | By:                                                            
| |                                                                
| | By:                                                            
| |                                                                
| |                                                                





[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER]







Schedule I

to Compliance Certificate

_________________________________________________

Compliance Calculations

for Credit Agreement dated
as of January 31, 2013

Calculations
as of _____________, _______








|A.	Maximum Total Indebtedness to Total Asset Value Ratio (Section 8.20(a)) |                                                                                  
|-------------------------------------------------------------------------- | ---------------------------------------------------------------------------------
|1.	Total Indebtedness                                                      | $___________                                                                     
|2.	Total Asset Value as calculated on Exhibit A hereto                     | ___________                                                                      
|3.	Ratio of Line A1 to A2                                                  | ____:1.00                                                                        
|4.	Line A3 must not exceed                                                 | 0.70:1.00 (through December 31, 2013)
        0.65:1.00 (after December 31, 2013)
|5.	The Borrower is in compliance (circle yes or no)                        | yes/no                                                                           
|B.	Minimum Adjusted EBITDA to Fixed Charges Ratio (Section 8.20(b))        |                                                                                  
|1.	Net Income                                                              | $___________                                                                     
|2.	Depreciation and amortization expense                                   | ___________                                                                      
|3.	Interest Expense                                                        | ___________                                                                      
|4.	Income tax expense                                                      | ___________                                                                      
|5.	Extraordinary, unrealized or non-recurring losses                       | ___________                                                                      
|6.	Extraordinary, unrealized or non-recurring gains                        | ___________                                                                      
|7.	Income tax benefits                                                     | ___________                                                                      
|8.	Sum of Lines B1, B2, B3, B4 and B5                                      | ___________                                                                      
|9.	Sum of Lines B6 and B7                                                  | ___________                                                                      
|10.	Line B8 minus Line B9 (“EBITDA”)                                       | ___________                                                                      
|11.	Annual Capital Expenditure Reserve                                     |                                                                                  
|12.	Line B10 minus Line B11 (“Adjusted EBITDA”)                            |                                                                                  















|13.	Interest Expense                                              | ___________                                                                                                                                                                                       
|----------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14.	Principal Amortization Payments                               | ___________                                                                                                                                                                                       
|15.	Dividends                                                     | ___________                                                                                                                                                                                       
|16.	Income Taxes Paid                                             | ___________                                                                                                                                                                                       
|17.	Sum of Lines B13, B14, B15 and B16 (“Fixed Charges”)          | ___________                                                                                                                                                                                       
|18.	Ratio of Line B12 to Line B17                                 | ____:1.00                                                                                                                                                                                         
|19.	Line B18 shall not be less than                               | 1.15:1.00
        (December 31, 2012 through
        December 31, 2013)
        1.25:1.00
        (March 31, 2014 and June 30, 2014)
        1.50:1.00
        (September 30, 2014 and thereafter)
|20.	The Borrower is in compliance (circle yes or no)              | yes/no                                                                                                                                                                                            
|C.	Tangible Net Worth (Section 8.20(c))                           |                                                                                                                                                                                                   
|1.	Tangible Net Worth                                             | $___________                                                                                                                                                                                      
|2.	Aggregate net proceeds of Stock and Stock Equivalent offerings | ___________                                                                                                                                                                                       
|3.	75% of Line C2                                                 | ___________                                                                                                                                                                                       
|4.	$26,954,678.00 plus Line C3                                    | ___________                                                                                                                                                                                       
|5.	Line C1 shall not be less than Line C4                         |                                                                                                                                                                                                   
|6.	The Borrower is in compliance (circle yes or no)               | yes/no                                                                                                                                                                                            
|D.	Investments - Joint Ventures (Section 8.8(i))                  |                                                                                                                                                                                                   
|1.	Cash Investments in Joint Ventures                             | $___________                                                                                                                                                                                      
|2.	Total Asset Value                                              | ___________                                                                                                                                                                                       
|3.	Line D1 divided by Line D2                                     | ___________                                                                                                                                                                                       
|4.	Line D3 shall not exceed 15% of Total Asset Value              |                                                                                                                                                                                                   
|5.	The Borrower is in compliance (circle yes or no)               | yes/no                                                                                                                                                                                            













|E.	Investments - Assets Under Development (Section 8.8(j))                             |             
|-------------------------------------------------------------------------------------- | ------------
|1.	Assets Under Development                                                            | $___________
|2.	Total Asset Value                                                                   | ___________ 
|3.	Line E1 divided by Line E2                                                          | ___________ 
|4.	Line E3 shall not exceed 15% of Total Asset Value                                   |             
|5.	The Borrower is in compliance (circle yes or no)                                    | yes/no      
|F.	Investments - Mortgage Loans, Mezzanine Loans and Notes Receivable (Section 8.8(k)) |             
|1.	Mortgage Loans, Mezzanine Loans and Notes Receivable                                | $___________
|2.	Total Asset Value                                                                   | ___________ 
|3.	Line F1 divided by Line F2                                                          | ___________ 
|4.	Line F3 shall not exceed 5% of Total Asset Value                                    |             
|5.	The Borrower is in compliance (circle yes or no)                                    | yes/no      
|G.	Investments - Land Assets (Section 8.8(l))                                          |             
|1.	Land Assets                                                                         | $___________
|2.	Total Asset Value                                                                   | ___________ 
|3.	Line G1 divided by Line G2                                                          | ___________ 
|4.	Line G3 shall not exceed 17.5% of Total Asset Value                                 |             
|5.	The Borrower is in compliance (circle yes or no)                                    | yes/no      
|H.	Aggregate Investment Limitation to Total Asset Value (Section 8.8)                  |             
|1.	Sum of Lines D1, E1, F1 and G1                                                      | $___________
|2.	Total Asset Value                                                                   | ____________
|3.	Line H1 divided by Line H2                                                          | ___________ 
|4.	Line H3 shall not exceed 30% of Total Asset Value                                   |             
|5.	The Borrower is in compliance (circle yes or no)                                    | yes/no