Exhibit 10.2



FIRST AMENDMENT TOPURCHASE AND SALE AGREEMENT



THIS FIRST AMENDMENT
TO PURCHASE AND SALE AGREEMENT (“Amendment”) dated the 8th day of April, 2013, by and between MILLER CREEK
RESIDENCES, LLC (“Seller”) and TRADE STREET OPERATING PARTNERSHIP, L.P. (“Buyer”).



WITNESSETH:



WHEREAS, Seller and
Buyer entered into that certain Purchase and Sale Agreement having an Effective Date of February 22, 2013 (“Agreement”);
and



WHEREAS, the parties
desire to amend certain terms and provisions of the Agreement as hereinafter set forth.



NOW, THEREFORE, in
consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt, adequacy and sufficiency of which
is hereby acknowledged, the parties intending to be legally bound, hereby agree as follows:



1.          The
recitations heretofore set forth are true and correct and are incorporated herein by this reference.



2.          The
Agreement as amended by this Amendment remains in full force and effect. To the extent of any inconsistency between the terms of
this Amendment and the terms of the Agreement, the terms of this Amendment shall supersede and control to the extent of such inconsistency.
Terms not otherwise defined herein shall have the meaning set forth in the Agreement.



3.          Section
6.1(c) of the Agreement is hereby amended to reflect that the definition of “Inspection Period” shall expire at the
end of May 10, 2013.



4.          The
Final Deposit portion of the Earnest Money will be in the form of good funds and not in the form of a letter of credit.



5.          This
Amendment may be executed in any number of counterparts, each of which, when executed, shall be deemed an original and all of which
shall be deemed one and the same instrument. Facsimile transmission signatures of this Amendment shall be deemed to be original
signatures.











IN WITNESS WHEREOF,
the parties have executed this Amendment as of the day and year first above written.



| | SELLER:                                                                 
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| |                                                                         
| | MILLER CREEK RESIDENCES, LLC, a                                         
| | Delaware limited liability company                                      
| |                                                                         
| | By: RMD-Memphis, LLC, an Alabama limited Liability company, its Manager 
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| | BUYER:                                                                  
| |                                                                         
| | TRADE STREET OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
| |                                                                         
| | By:                                                                     
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