Exhibit 10.1


 


CLASS A PREFERRED STOCK REDEMPTION AGREEMENT


 


THIS CLASS A PREFERRED
STOCK REDEMPTION AGREEMENT (this “Redemption Agreement”) is made and entered into as of October
17, 2014 by and among Trade Street Residential, Inc., a Maryland corporation (“TSRE”), Trade Street
Operating Partnership, LP, a Delaware limited partnership (“TSOP”) (TSRE and TSOP being hereinafter
referred to sometimes as the “TSRE Parties”), BCOM Real Estate Fund, LLC Liquidating Trust, a Delaware
statutory trust (“BREF Trust”) acting through BCOM Investment Manager, LLLP, its trustee (“BREF
Trust Master Trustee”) and Michael J. Fellner, its designated series trustee (“BREF Stock Series Trustee”)
for the BREF Stock Series Trust , a series trust of the BREF Trust (“BREF Stock Series Trust”), Trade
Street Property Fund I, LP Liquidating Trust, a Delaware statutory trust (“TSPF1 Trust”) acting through
BSF-TSC GP, LLC, its trustee (“TSPF1 Trust Master Trustee” and, collectively with BREF Trust Master
Trustee, the “Master Trustees”) and Michael J. Fellner, its designated series trustee (“TSPF1
Stock Series Trustee”) for the TSPF1 Stock Series Trust, a series trust of the TSPF1 Trust (“TSPF1 Stock
Series Trust”), and for the limited purpose of agreeing to the provisions set forth in Section 3(f), the final paragraph
of Section 5, Section 6, Section 10, Section 12 and Section 13, Michael D. Baumann, individually (“Baumann”).
The signatories to this Redemption Agreement are sometimes herein each referred to, individually, as a “Party”
and, collectively, as the “Parties.”


 


RECITALS


 


WHEREAS, TSRE
is a Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”) under
the Internal Revenue Code of 1987, as amended;


 


WHEREAS, in
connection with a transaction consummated on June 1, 2012 (the “Original Contribution”) pursuant to
a Contribution Agreement dated April 23, 2012 BCOM Real Estate Fund, LLC (“BREF”), the predecessor in
interest to BREF Trust, Trade Street Property Fund I, LP (“TSPF1”), the predecessor in interest to TSPF1
Trust and Baumann and entities controlled by Baumann transferred to TSOP all of their respective rights, titles and interests
in and to certain real properties and other business assets, including certain land parcels, in exchange for consideration consisting
of assumption of certain liabilities and issuance of shares of common stock of TSRE (the “Common Stock”),
units of limited partnership interests in TSOP and shares of Class A Preferred Stock, $.01 par value per share of TSRE (the “Class
A Stock”);


 


WHEREAS, on
December 3, 2012, pursuant to a Contribution Agreement of even date therewith (the “Millenia Contribution Agreement”),
BREF/BUSF Millenia Associates, LLC, a Delaware limited liability company (“BREF/BUSF”) that was then
jointly owned, indirectly, by the BREF Trust and the TSPF1 Trust contributed to TSOP (the “Millenia Contribution”)
all of BREF/BUSF’s rights, titles and interests in and to the apartment community in Orlando, Florida commonly known as
Millenia I and certain land adjacent thereto in exchange for consideration consisting of assumption of certain liabilities and
issuance of shares of Common Stock and Class A Stock;


 




    	 



    	 



    

 


WHEREAS, the
Class A Stock received by BREF pursuant to the Original Contribution was assigned by BREF to the BREF Trust organized to carry
out the liquidation of BREF and was then placed by the BREF Trust, along with the Class A Stock distributed from BREF/BUSF to
the BREF Trust from the Millenia Contribution, into the BREF Stock Series Trust under the control of the BREF Stock Series Trustee,
an independent trustee;


 


WHEREAS, the
Class A Stock distributed from BREF/BUSF to the TSPF1 Trust following the Millenia Contribution was then placed by TSPF1 Trust
into the TSPF1 Stock Series Trust under the control of the TSPF1 Stock Series Trustee, an independent trustee (the BREF Stock
Series Trust and the TSPF1 Stock Series Trust may hereafter be referred to collectively as the “Series Trusts”
and Michael J. Fellner, in his capacities as the designated series trustee of each of the Series Trusts may sometimes hereafter
be referred to as the “Series Trustee” and the Series Trust, together with the BREF Trust and TSPF1
Trust, may hereafter be collectively referred to as the “Trusts”);


 


WHEREAS, the
Trusts currently own an aggregate of 309,130 fully paid and non-assessable shares of Class A Stock comprising one hundred percent
(100%) of the issued and outstanding Class A Stock of TSRE, the BREF Trust owning 228,012 shares of Class A Stock and the TSPF1
Trust owning 81,118 shares of Class A Stock;


 


WHEREAS, TSOP
currently owns, directly or through one hundred percent (100%) ownership of all of the equity of a legal entity that holds title,
one hundred percent (100%) of the ownership interests in certain land parcels commonly known as Venetian (“Venetian”),
The Estates at Maitland (“Maitland”), Estates at Millenia – Phase II (“Millenia”)
and Sunnyside (“Sunnyside”), each of which land parcels is legally described in Exhibit A attached
hereto, together with the identity of the legal title holder of such land parcel (Sunnyside, Venetian, Maitland and Millenia are
sometimes hereafter referred to, individually, as a “Parcel” and, collectively, as the “Parcels”);


 


WHEREAS, TSOP
has listed for sale all of the Parcels and desires to dispose of those Parcels;


 


WHEREAS, the
Class A Stock has no trading market, but is convertible, based upon a formula, into Common Stock which does have a trading market,
which conversion formula is tied to the value of the Parcels (excluding Sunnyside), the disposition of which by TSOP, before development
thereof, results in a disagreement between the TSRE Parties and the Trusts with respect to the applicability of that conversion
formula and the resulting value of the Class A Stock to the Trusts;


 


WHEREAS, the
Trusts and TSRE Parties desire to resolve all issues with respect to the Class A Stock by the Trusts agreeing herein to bargain,
sell, transfer and convey to TSRE all shares of Class A Stock owned by them in exchange for the consideration described herein;


 




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WHEREAS, the
Trusts desire to acquire the Parcels and are willing, in return for the Parcels and cash consideration, in each case as more fully
set forth herein, to sell the Class A Stock to TSRE; and


 


WHEREAS, TSRE
desires to purchase and acquire from the Trusts 309,130 shares of Class A Stock in complete redemption of all issued and outstanding
shares of Class A Stock on the terms and subject to the conditions stated herein.


 


NOW, THEREFORE,
in consideration of the mutual covenants, agreements and releases set forth herein and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:


 


1.            The
BREF Trust joined by the Series Trustee for the BREF Stock Series Trust, as to 228,012 shares, and the TSPF1 Trust joined by the
Series Trustee for the TSPF1 Stock Series Trust, as to 81,118 shares, each hereby severally do bargain, sell, convey and transfer
to TSRE, and TSRE hereby purchases and redeems from each of the BREF Trust and the TSPF1 Trust, the shares of Class A Stock owned
by such Trust, constituting an aggregate of 309,130 shares of Class A Stock. By executing this Redemption Agreement, the BREF
Master Trustee and Series Trustee, with respect to the BREF Trust and the 228,012 shares of Class A Stock held in the BREF Stock
Series Trust, and the TSPF1 Master Trustee and Series Trustee, with respect to the TSPF1 Trust and the 81,118 shares of Class
A Stock held in the TSPF1 Stock Series Trust, severally and not jointly as to each Trust, represent and warrant that it and he
has and have the requisite power and authority to cause such shares of Class A Stock to be redeemed hereunder to be transferred
to TSRE in exchange for the consideration provided herein.


 


2.           In
exchange for the Class A Stock to be redeemed pursuant to Section 1 above, and in consideration for the releases by Baumann and
the Trusts set forth in Section 6, TSOP shall, in the manner set forth herein, (i) convey title to each of the Parcels by deed,
(ii) convey and assign certain assets and rights related to the Parcels as described below by bill of sale/assignment and (iii)
pay the sum of Five Million Dollars ($5,000,000) (the “Cash Consideration”) by wire transfer of readily
available funds, in each case to such entity or entities as designated in writing by the Master Trustees to receive such assets
from TSOP (each, a “Designated Entity”).


 


3.           The
closing of the transactions described above (the “Closing”) shall occur in the offices of Greenspoon
Marder, 200 East Broward Blvd., Suite 1800, Ft. Lauderdale, Florida at 10:00 a.m. eastern daylight time, on October 17, 2014,
or on such other date and time as the parties hereto shall mutually agree. The Closing shall involve the delivery of all Closing
Deliverables (hereinafter defined) into escrow with Greenspoon Marder as escrow agent (the “Escrow Agent”),
to be held by the Escrow Agent pursuant to the Escrow Agent’s standard form agreement for closing real estate transactions
into escrow pending the filing of the Notice of Dismissal (defined in subsection (f) of this Section 3), a copy of which is attached
hereto as Exhibit D. When counsel of record to Senator and Baumann jointly provide notice as provided in this Redemption Agreement
that the Notice of Dismissal has been duly filed, then the Escrow Agent shall deliver the Closing Deliverables pursuant to this
Section 3 as follows:


 




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		(a)	The Trusts shall deliver to TSRE
                                         certificates representing 309,130 shares of Class A Stock, duly endorsed in blank or
                                         accompanied by stock powers or other lawful instruments of assignment duly endorsed in
                                         blank.



 


		(b)	TSOP will deliver good and marketable
                                         title to each Parcel to the applicable Designated Entity by special warranty deed in
                                         the form attached as Exhibit B hereto. Any documentary stamp tax, transfer tax
                                         and recording taxes or fees (“Conveyance Costs”) payable with
                                         respect to the conveyance of the Parcels shall be borne by the TSRE Parties. For the
                                         sole purpose of determining Conveyance Costs, and for no other purpose, the Parties have
                                         agreed to utilize the last value established by the property appraiser as the agreed
                                         fair market value of each Parcel, as such value is set forth on Exhibit A.



 


		(c)	TSOP will convey and assign to
                                         the applicable Designated Entity by Bill of Sale and Assignment in the form attached
                                         as Exhibit C hereto the following:



 


		(i)	all
                                         licenses, permits, approvals, certificates of occupancy, and other approvals including,
                                         without limitation, sewer rights and permits, issued in connection with the prospective
                                         development of all or any part of the Parcels;



 


		(ii)	all
                                         development rights, density rights and allocations, air rights, entitlements, and similar
                                         rights related to the Parcels;



 


		(iii)	all
                                         trade names, website domains, telephone numbers and general intangibles relating to the
                                         Parcels; 



 


		(iv)	all
                                         architectural, mechanical, electrical, and structural plans, studies, drawings, specifications,
                                         surveys, renderings and other technical descriptions, marketing materials, and models
                                         that relate to the Parcels; and



 


		(v)	all
                                         obligations to which the foregoing rights are subject, and all obligations for taxes,
                                         assessments and other customary expenses (subject to proration as hereinafter provided),
                                         in each case only to the extent that such obligations are not personal obligations of
                                         the Trusts and arise or are to be performed after Closing.



 


		(d)	TSRE shall deliver to the applicable
                                         Designated Entity (or Entities), by wire transfer of readily available United States
                                         funds, the Cash Consideration, in accordance with wire transfer instructions delivered
                                         to TSRE no later than twenty-four (24) hours before Closing.



 


		(e)	The parties shall execute and deliver
                                         to the other parties such other documents and instruments as shall be reasonably necessary,
                                         based on the advice of counsel, to consummate the redemption of the Class A Stock, the
                                         conveyance of the Parcels, the payment of the Cash Consideration and the releases of
                                         claims described herein. For purposes of this Agreement, all deliverables referenced
                                         in subsections (a) through (e) of this Section 3 shall be called (the “Closing
                                         Deliverables”).





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		(f)	Within three (3) business days
                                         after Closing Baumann shall file in accordance with Federal Rule of Civil Procedure 41(a)(1)(A)(i),
                                         a Notice of Dismissal, with prejudice (the “Notice of Dismissal”),
                                         in the case captioned as Baumann v. Senator Investment Group LP, which is
                                         currently pending as Case No. 14-cv-22661-JLK (the “Senator Lawsuit”)
                                         in the United States District Court for the Southern District of Florida in form and
                                         substance reasonably approved by counsel of record to Senator Investment Group LP (“Senator”)
                                         prior to Closing. The counsel of record for Senator will receive a copy of Baumann’s
                                         Notice of Dismissal through the Court’s electronic filing system. Baumann represents
                                         and warrants to Senator, who is an intended third party beneficiary of this Redemption
                                         Agreement, that the execution, delivery and performance of this Redemption Agreement
                                         by Baumann is within his individual power, is binding upon Baumann and is enforceable
                                         against Baumann in accordance with its terms, except where enforceability would be limited
                                         by bankruptcy, insolvency, moratorium, receivership and other laws affecting the rights
                                         of creditors, generally, and to principles of equity. If the Notice of Dismissal is not
                                         filed within the time period specified above, Baumann hereby agrees that Senator shall
                                         have the absolute right to specific enforcement of the provisions set forth in this Section
                                         3(f).



 


4.            As
an inducement for the Trusts and Baumann to execute and deliver this Redemption Agreement, TSRE and TSOP represent and warrant
to the Trusts, the Master Trustees, the Series Trustees and Baumann as follows (which representations and warranties shall survive
the Closing for a period of three years):


 


		(a)	TSRE is a corporation duly organized,
                                         validly existing and in good standing under the laws of the state of Maryland and has
                                         full corporate power and authority to own its properties and conduct its business. TSRE
                                         is duly qualified to do business in the state of Florida and in each jurisdiction in
                                         which the Parcels are located.



 


		(b)	TSOP is a limited partnership duly
                                         formed, validly existing and in good standing under the laws of the state of Delaware
                                         and has full partnership power and authority to own its properties and conduct its business.
                                         TSOP is duly qualified to do business in the state of Florida and in each jurisdiction
                                         in which the Parcels are located.



 


		(c)	The execution, delivery and performance
                                         of this Redemption Agreement have been duly authorized by all corporate action of TSRE,
                                         acting in its own behalf and on behalf of the sole member of TSOP’s general partner,
                                         and this Redemption Agreement is the binding obligation of TSRE and TSOP, enforceable
                                         against each such party according to its terms, except where enforceability would be
                                         limited by bankruptcy, insolvency, moratorium, receivership and other laws affecting
                                         the rights of creditors, generally, and to principles of equity.





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		(d)	The execution, delivery and performance
                                         of this Redemption Agreement will not conflict with or result in default under (1) the
                                         charter or bylaws of TSRE; (2) the Certificate of Limited Partnership or Agreement of
                                         Limited Partnership of TSOP as amended and/or restated; (3) the organizational documents
                                         of any subsidiary of TSRE or TSOP, including any entity that owns any of the Parcels;
                                         (4) any other agreement or contract to which TSRE or TSOP is a party or by which either
                                         of them is bound; or (5) any statute, regulation, executive order, judicial order, decree,
                                         injunction or other ruling to which TSRE, TSOP or any Parcel is subject or bound.



 


		(e)	TSRE and TSOP have obtained all
                                         consents (including the approval of the Board of Directors of TSRE) necessary or required
                                         to consummate the transactions contemplated hereby.



 


		(f)	The Parcels are not subject to
                                         any definitive purchase and sale agreement, and TSOP has full power and authority to
                                         convey the Parcels pursuant to the terms of this Redemption Agreement.



 


		(g)	TSRE has sufficient funds to deliver
                                         the Cash Consideration to the applicable Designated Entity at Closing.



 


		(h)	None
                                         of the TSRE Parties are party to any purchase or merger agreement, letter of intent,
                                         term sheet, or similar expression of agreement or intention, whether legally binding
                                         or otherwise, under which any of the TSRE Parties are selling or otherwise transferring
                                         (or contemplating the sale or other transfer of) a material portion of their assets or
                                         under which a material portion of the outstanding common stock of TSRE will be acquired
                                         other than in ordinary open market transactions (a “Strategic Transaction”);
                                         provided, however, that TSRE has continued, and will continue, to evaluate its strategic
                                         alternatives which could in the future result in TSRE’s board of directors engaging
                                         in a process to maximize stockholder value and/or a Strategic Transaction being pursued
                                         by the TSRE Parties. TSRE has timely filed with or furnished to, as applicable,
                                         the SEC all reports, schedules, forms, statements and other documents (including exhibits
                                         and all other information incorporated by reference) required to be filed or furnished
                                         by it with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange
                                         Act”) since February 23, 2014 (the “TSRE SEC Documents”).
                                         As of their respective filing dates (or, if amended or superseded by a subsequent filing,
                                         as of the date of the last such amendment or superseding filing prior to the date hereof),
                                         each of the TSRE SEC Documents complied as to form in all material respects with the
                                         applicable requirements of the Exchange Act and the rules and regulations of the SEC
                                         thereunder applicable to such TSRE SEC Documents. None of the TSRE SEC Documents, including
                                         any financial statements, schedules or exhibits included or incorporated by reference
                                         therein at the time they were filed (or, if amended or superseded by a subsequent filing,
                                         as of the date of the last such amendment or superseding filing prior to the date hereof),
                                         contained, to the knowledge of any of the TSRE Parties, any untrue statement of a material
                                         fact or, to the knowledge of any of the TSRE Parties, omitted to state a material fact
                                         required to be stated therein or necessary in order to make the statements therein, in
                                         light of the circumstances under which they were made, not misleading. None of TSRE’s
                                         subsidiaries is required to file or furnish any forms, reports or other documents with
                                         the SEC. The TSRE Parties are not aware of any current offer, proposal, term sheet, letter
                                         of intent or agreement by any of its stockholders to acquire by means of a tender offer,
                                         stock purchase or merger shares of common stock of TSRE that would result in TSRE no
                                         longer being a reporting company under Section 12 of the Exchange Act.





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		(i)	There is no action, suit, or proceeding,
                                         pending or, to the TSRE’s Parties knowledge, known to be threatened, against or
                                         affecting TSOP, TSRE or any Owner (as defined in clause (k) of this Section) in any court
                                         or before any arbitrator or before any federal, state, municipal, or other governmental
                                         department, commission, board, bureau, agency or instrumentality which (i) in any manner
                                         raises any question affecting the validity or enforceability of this Redemption Agreement,
                                         (ii) could materially and adversely affect the value of any Parcel, or (iii) could materially
                                         and adversely affect the ability of each TSRE Party and any Parcel owner to perform their
                                         respective obligations hereunder, or under any document to be delivered pursuant hereto.



 


		(j)	Neither TSOP nor any Owner has
                                         granted any other person or entity an option to purchase, or a right of first refusal
                                         with respect to, any of the Parcels nor are there any agreements or understandings between
                                         TSOP or an Owner and any other person or entity with respect to the voting or disposition
                                         of any equity of any Owner of a Parcel that could adversely affect such Owner’s
                                         ability to perform its obligations hereunder or a Designated Entity’s rights with
                                         respect to a Parcel following the Closing.



 


		(k)	With respect to each Parcel:



 


(i)            TSOP
or the wholly owned subsidiary of TSOP identified as the owner of a Parcel in Exhibit A (“Owner”) has
good and marketable fee simple title to its respective Parcel as designated on Exhibit A attached hereto and made a part
hereof, free and clear of all liens, mortgages, deeds of trust, deeds to secure debt, pledges, hypothecations, assignments, security
interests, tax liens (other than for taxes due but not yet payable), assessments, adverse claims, levies, charges, liabilities
or encumbrances (collectively, “Liens”) or exceptions except for those non-monetary exceptions set forth
on the title insurance policy referenced in the next subsection hereof;


 




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(ii)            The
TRSE Parties have delivered to the Trusts true, complete and correct copies of all deeds, title reports, title insurance policies
and surveys for each Parcel; provided the TSRE Parties make no representation or warranty as to the accurateness or completeness
of any third party report delivered by it in accordance with the terms hereof;


 


(iii)            Neither
TSOP nor any Owner has received any written notice that any portion of a Parcel is subject to any pending or threatened condemnation
proceeding by any public or quasi-public authority;


 


(iv)            Except
as disclosed in writing to the Trusts prior to the date hereof, no horizontal, vertical or underground construction, or site clearing
has been performed upon any Parcel during the period of ownership of the TRSE Parties; there is no contract in effect for any
construction to be performed or any open building permit or pending building permit application with respect to construction upon
or development of any of the Parcels. No materials have been furnished to the Parcel which, although not presently the subject
of, might give rise to, mechanics, materialmens, or other Liens against any Parcel or any portion thereof or for which payment
has not been made in full. To the extent that the TSRE Parties have performed any horizontal, vertical or underground construction,
or any site clearing, such work has been performed in accordance with all applicable governmental regulations.


 


(v)            Neither
TSOP nor any Owner has received any written notice from any Governmental Authority with respect to the violation of any applicable
law regulating use of the Parcel, including, without limitation, any use or occupancy restriction, limitation, condition or covenant
of record or any zoning or building law (For purposes of this Redemption Agreement, “Governmental Authority”
means any international, supranational, national, provincial, regional, federal, state, municipal or local government, any instrumentality,
subdivision, court, administrative or regulatory agency or commission or other authority thereof, or any quasi-governmental or
private body exercising any regulatory, taxing, importing or other governmental authority or quasi-governmental authority) other
than immaterial citations for failure to keep up the Parcel, all of which citations have been disposed of promptly upon receipt
and in a manner that has not resulted in diminution in value of any Parcel;


 


(vi)            Neither
TSOP nor any Owner has currently pending any material real estate tax contest pertaining to any Parcel and all real estate taxes
due and owing and not yet delinquent with respect to any of the Parcels have been paid in full;


 


(vii)            Neither
TSOP nor any Owner is a party to any lease, sublease, license or similar agreement under which TSOP or such Owner has granted
to any Person the right to use or occupy any portion of any Parcel;


 




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(viii)            With
respect to each of the Parcels, since February 23, 2014: (A) such Parcel is not now and, to the TSRE Parties’ knowledge,
has not been used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce, process or in
any manner deal with Hazardous Substances or Hazardous Wastes, as those terms are respectively defined in 42 U.S.C. § 9609(14)
and 42 U.S.C. § 6903(5), or as defined in any other federal, state or local environmental law, ordinance, rule or regulation
(collectively “Environmental Laws”), other than in a manner in accordance with the Environmental Laws;
has not received any notice from any governmental agency or any tenant, subtenant or occupant with regard to Hazardous Substances
or Hazardous Wastes on, from or effecting the Parcel; and neither TSOP nor any Owner has caused or permitted to exist the releasing,
spilling, leaking, pumping, pouring, emitting, emptying, or dumping from, on or about any  Parcel of any Hazardous Substance
or Hazardous Waste; and (B) neither TSOP nor any Owner has received written notice that it does not presently comply with all
Environmental Laws and covenants to immediately notify the Trusts, in writing, of the discovery, discharge or release of any Hazardous
Substance or Hazardous Waste in contravention of any Environmental Law; (C) to the knowledge of the TSRE Parties and each Owner,
no Parcel contains any surface or underground substances or conditions, including, without limitation, fuel or other storage tanks,
which could cause a violation of any Environmental Law, and, since its ownership thereof, the Parcel has never been used as a
landfill or garbage dump; (D) no TSRE Party or Owner has received written notice that it has not secured and does not hold all
permits, licenses, and approvals necessary or required for its operation of each Parcel; the Parcel is in material compliance
with such permits; and  TSOP and each Owner agree that it shall not permit or cause the Parcel to be used prior to the Closing
Date for any activities involving, directly or indirectly the use, generation, treatment, storage or disposal of any Hazardous
Substance or Hazardous Waste), other than in a manner in accordance with Environmental Laws; and


 


(ix)            Neither
TSRE Party nor any Owner has received any written notice of any assessment for public improvements against the Parcel which remains
unpaid.


 


5.            As
an inducement for TSRE and TSOP to execute and deliver this Redemption Agreement, BREF Trust and TSPF1 Trust, severally and not
jointly, represent and warrant to the TSRE Parties as follows (which representations and warranties shall survive the Closing
for a period of three years):


 


		(a)	Each of BREF Trust and TSPF1 Trust
                                         represents and warrants that it is a Delaware statutory trust duly formed under the laws
                                         of the state of Delaware and operating under an agreement or declaration of trust that
                                         complies with all applicable provisions of Delaware law. Each of the Master Trustees
                                         is duly formed or organized under the laws of the state of its jurisdiction of organization,
                                         has the partnership or limited liability company authority to conduct their businesses
                                         and are duly qualified to do business as foreign entities in the states where such qualification
                                         is required.



 


		(b)	The execution, delivery and performance
                                         of this Redemption Agreement by each of BREF Trust and TSPF1 Trust is duly authorized
                                         and within the powers of each such Trust as set forth in the Plan of Liquidation and
                                         Liquidating Trust Agreement and any other agreements or declarations of trust with respect
                                         to each of BREF Trust and TSPF1 Trust, and this Redemption Agreement is the binding obligation
                                         of BREF Trust and TSPF1 Trust, enforceable against each such party according to its terms,
                                         except where enforceability would be limited by bankruptcy, insolvency, moratorium, receivership
                                         and other laws affecting the rights of creditors, generally, and to principles of equity.





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		(c)	The execution, delivery and performance
                                         of this Redemption Agreement will not conflict with or result in default under (1) the
                                         agreement or declaration of trust of BREF Trust, TSPF1 Trust or any Series Trust formed
                                         for the purpose of holding assets upon the liquidation of BREF or TSPF1 or any of their
                                         respective subsidiaries; (2) any other agreement or contract to which either of the Trusts
                                         is a party or by which either of the Trusts is bound; or (3) any statute, regulation,
                                         executive order, judicial order, decree, injunction or other ruling to which any of the
                                         Trusts is subject or bound.



 


		(d)	The Trusts have obtained all consents
                                         necessary or required to consummate the transactions contemplated hereby.



 


		(e)	BREF
                                         Trust, through its BREF Stock Series Trust, and TSPF1 Trust, through its TSPF1 Stock
                                         Series Trust, each of which holds shares of Class A Stock to be redeemed hereunder, is
                                         the lawful record owner and holder of such shares of Class A Stock, has not pledged or
                                         otherwise encumbered any such shares of Class A Stock and has full authority to assign,
                                         deliver and transfer the shares of Class A Stock pursuant to this Redemption Agreement.
                                         The assignment and transfer to TSRE of the Class A Stock redeemed pursuant to this Redemption
                                         Agreement are free and clear of all Liens.



 


		(f)	There
                                         is no action, suit, or proceeding, pending or, to the Trusts’ knowledge, known
                                         to be threatened against or affecting the Trusts (or any Master Trustee or Series Trustee)
                                         in any court or before any arbitrator
                                         or before any federal, state, municipal, or other governmental department, commission,
                                         board, bureau, agency or instrumentality that (i) in any manner raises any question affecting
                                         the validity or enforceability of this Redemption Agreement, or (ii) could materially
                                         and adversely affect the ability of the Trusts to perform their respective obligations
                                         hereunder, or under any document to be delivered pursuant hereto. 



 


As an additional inducement
for TSRE and TSOP to execute and deliver this Redemption Agreement, Baumann represents and warrants to the TSRE Parties (which
representations and warranties shall survive the Closing for a period of three years) that: (A) Baumann has the requisite legal
capacity to execute and deliver this Redemption Agreement and perform his obligations hereunder; and (B) there is no action, suit,
or proceeding, pending or, to Baumann’s knowledge, known to be threatened, against or affecting Baumann in any court or
before any arbitrator or before any federal, state, municipal, or other governmental department, commission, board, bureau, agency
or instrumentality that (i) in any manner raises any question affecting the validity or enforceability of this Redemption Agreement,
or (ii) could materially and adversely affect the ability of each of the Baumann and the Trusts to perform their respective obligations
hereunder, or under any document to be delivered pursuant hereto.


 






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6.            Mutual
Release.


 








		(a)	In consideration of the transactions
                                         contemplated by this Redemption Agreement, Baumann individually (for himself and his
                                         heirs, legatees, executors, administrators, personal representatives, successors, assigns),
                                         and on behalf of each entity that Baumann controls and has authority to directly or indirectly
                                         bind (a “Controlled Entity,” but which term, Controlled Entity,
                                         for avoidance of doubt, expressly excludes any of the beneficiaries of the Trusts, in
                                         their respective capacities as such and in their respective capacities as former limited
                                         partners of TSPF1 or former members of BREF), with each Controlled Entity being independently
                                         bound by the release contained in this Section 6(a) with respect to claims any of them
                                         may have against any Releasee, hereby irrevocably and unconditionally fully and forever
                                         releases and discharges the TSRE Parties, each of their past and present shareholders
                                         (excluding the Trusts and their respective beneficiaries, but including, without limitation,
                                         the Senator Global Opportunity Fund LP and the Senator Global Opportunity Intermediate
                                         Fund L.P., Monarch Debt Recovery Master Fund Ltd, Monarch Opportunities Master Fund Ltd,
                                         Monarch Capital Master Partners II-A LP, Monarch Capital Master Partners II LP, P Monarch
                                         Recovery Ltd., Monarch Alternative Solutions Master Fund Ltd, Senator and Monarch Alternative
                                         Capital LP (“Monarch”) (collectively, the “Shareholder
                                         Parties”)), and the attorneys, consultants, agents, employees, officers,
                                         directors, managers, principals, members, partners, managed funds, subsidiaries, parent
                                         corporations, investment advisers, affiliated or related entities of the TSRE Parties
                                         and Shareholder Parties, and their past and present shareholders, officers, directors,
                                         agents, employees, principals, managers, members, partners, managed funds and all of
                                         the successors, assigns, and legal representatives of the foregoing (collectively, “Releasees”),
                                         of and from any and all claims, damages (of any nature whatsoever), liabilities, losses,
                                         causes of action, costs, penalties and/or fines (“Claims”)
                                         which Baumann has asserted or could have asserted against any Releasee from the beginning
                                         of time up to and including the date of this Redemption Agreement, relating to TSRE,
                                         Senator, Monarch and Baumann’s employment with TSRE and termination thereof (it
                                         being expressly understood that nothing herein contained shall abrogate in any manner
                                         whatsoever the full release provided by Baumann in that certain Separation Agreement
                                         and Release dated February 23, 2014 between Baumann and TSRE). Baumann acknowledges that
                                         the release set forth in this paragraph 6(a) is a material term of this Redemption Agreement,
                                         without which, the TSRE Parties would not agree to this Redemption Agreement. Baumann
                                         further acknowledges that he has signed this Redemption Agreement knowingly and voluntarily
                                         following an opportunity to review the terms and effect of this Redemption Agreement
                                         with one or more attorneys.



 


		(b)	In consideration of the transactions
                                         contemplated by this Redemption Agreement, each of the Trusts (on their own behalf and
                                         on behalf of each of their respective Master Trustee, Series Trustee, controlled affiliates,
                                         trustees, directors, officers, employees, representatives and agents, each in their capacities
                                         as such), hereby irrevocably and unconditionally fully and forever releases and discharges
                                         the Releasees of and from any and all Claims which the Trusts have asserted or could
                                         have asserted against any Releasee from the beginning of time up to and including the
                                         date of this Redemption Agreement, to the extent that such Claims relate to TSRE, Senator
                                         or Monarch.



 



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		(c)	In consideration of the transactions
                                         contemplated by this Redemption Agreement, each of the TSRE Parties (for itself and its
                                         successors and assigns) and Senator and Monarch, by execution of a signature page hereto,
                                         on their own behalf and on behalf of each of their respective controlled affiliates,
                                         directors, officers, employees, representatives, agents and the Shareholder Parties,
                                         each in their capacities as such, hereby irrevocably and unconditionally fully and forever
                                         releases and discharges the Trusts, Master Trustees, Series Trustees and Baumann, their
                                         past and present shareholders, officers, directors, partners, managers, members, attorneys,
                                         consultants, agents, employees, subsidiaries, parent corporations, affiliated or related
                                         entities and their past and present shareholders, officers, directors, agents, employees
                                         and all of the successors, assigns, and legal representatives of the foregoing, in all
                                         cases in their capacities as such (which, collectively are referred to as the “Trust
                                         Releasees”) of and from any and all Claims which the TSRE Parties have
                                         asserted or could have asserted against any Trust Releasee from the beginning of time
                                         up to and including the date of this Redemption Agreement relating to TSRE.



 


		(d)	Each of the Trusts, with respect
                                         to the releases granted in paragraph 6(b), and Baumann, with respect to the releases
                                         granted in paragraph 6(a), is not aware of any assignment or transfer to any person or
                                         entity of any of the Claims released by such persons herein, nor has any such person
                                         filed any grievance, charge or complaint of any nature whatsoever asserting a Claim released
                                         hereunder with any governmental or administrative agency or court. Each of the Trusts
                                         and Baumann agree that, if any such grievance, charge or complaint has been filed by
                                         any of the Trusts, Master Trustees, Series Trustees or Baumann prior to the date hereof,
                                         the person that filed it will promptly cause the withdrawal or termination of such grievance,
                                         charge or complaint, subject to governing laws or applicable regulations. Each of the
                                         TSRE Parties, with respect to the releases granted in paragraph 6(c), is not aware of
                                         any assignment or transfer to any person or entity of any of the Claims released by such
                                         persons herein, nor, as of the date hereof, have the TSRE Parties filed any grievance,
                                         charge or complaint asserting a Claim released hereunder with any governmental or administrative
                                         agency or court. The TSRE Parties agree that, if any such grievance, charge or complaint
                                         has been filed by any of the TSRE Parties prior to the date hereof, the person that filed
                                         it will promptly cause the withdrawal or termination of such grievance, charge or complaint,
                                         subject to governing laws or applicable regulations.



 


		(e)	The Parties acknowledge that each
                                         of them: (i) has read this Section 6 in its entirety, (ii) has agreed to the terms set
                                         forth in this Section 6 knowingly and voluntarily and without reliance upon any statement
                                         or representation of any other Party or its representatives except for those representations
                                         as set forth in this Redemption Agreement and (iii) has been advised to, and has had
                                         ample opportunity if so desired, to discuss the terms of the release set forth in this
                                         Section 6 with his or its own attorney.



 




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		(f)	The Parties further agree without
                                         any reservation whatsoever that none of them shall bring any Claims of any type lawfully
                                         and validly released herein.  Each of the Parties further covenants, agrees, and
                                         warrants without any reservation whatsoever that it shall not bring, commence, institute,
                                         maintain, prosecute, sue or allow any person, entity or organization under its control
                                         to bring, commence, institute, maintain, or prosecute any action at law or in equity
                                         or any legal proceeding, claim or counterclaim whatsoever (collectively, a “Non-Permitted
                                         Action”) based on or with respect to any Claim released hereunder. Each
                                         of the Parties further acknowledges and agrees that any releasee against whom a Non-Permitted
                                         Action is asserted would, if required to defend such action, suffer irreparable injury
                                         thereby.  Accordingly, the Parties agree that this Redemption Agreement may be pleaded
                                         as a full and complete defense to, and may be used as a basis for injunctive relief against,
                                         any Non-Permitted Action which may be instituted, prosecuted or attempted in breach of
                                         this Redemption Agreement and such Party shall be entitled to recover (in addition to
                                         any other damages that may be provided under this Redemption Agreement, at law, or in
                                         equity) their costs and expenses, including their attorneys’ fees, incurred in
                                         enforcing this provision; provided, however, that nothing in this paragraph 6(f) shall
                                         prevent any action to enforce this Redemption Agreement based on an alleged breach thereof.



 


		(g)	It
                                         is understood and agreed that the obligations contained in THIS SECTION 6 are an integral
                                         part of this Redemption Agreement and that a breach of any provision in this section
                                         shall be deemed a material breach of this Redemption Agreement. Moreover, inasmuch as
                                         the actual damages which would be sustained as a result of such a breach of the terms
                                         set out in this section 6 would be impractical or extremely difficult to measure, the
                                         parties agree that, if (a) BAUMANN, IN THE CASE OF A CLAIM RELEASED UNDER SECTION 6(A);
                                         (b) the trusts, in the case of a claim released under section 6(b), or (C) the TSRE PARTIES,
                                         in the case of a claim released under Section 6(c), bring a claim that has been released
                                         by this REDEMPTION agreement, the party against whom such claim is brought will be entitled
                                         to liquidated damages, SEVERALLY AND NOT jointly, AS FOLLOWS: FROM BAUMANN, BUT ONLY
                                         IN THE CASE OF A CLAIM RELEASED UNDER SECTION 6(A); from the TRUST THAT COMMITTED THE
                                         VIOLATION (in the case of a claim released under section 6(b); or FROM the TSRE partY
                                         THAT COMMITTED THE VIOLATION, BUT ONLY in the case of a claim released under section
                                         6(C), in the amount of ONE MILLION Dollars ($1,000,000.00) and any other relief the court
                                         may deem appropriate. The parties agree that this sum is a reasonable estimate of the
                                         costs, damages and expenses that the non-breaching party would incur as a result of a
                                         breach of the release as set forth in this section 6 and that it does not represent a
                                         penalty.





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		(h)	For the avoidance of doubt, each
                                         of the Trust Releasees that are not signatories to this Redemption Agreement and each
                                         of the Releasees that are not signatories to this Redemption Agreement are each third
                                         party beneficiaries of the releases and other provisions contained in this Section 6
                                         and shall each have the right to enforce the terms of the releases set forth in this
                                         Redemption Agreement, and no amendment or waiver of any provision that would alter the
                                         scope of the releases and related provisions of this Section 6 in a manner that is or
                                         may be materially adverse to a third party beneficiary shall be effective without the
                                         prior written consent of such third party beneficiary.



 


		(i)	In all cases, the parties intend
                                         that the word “Claims” not include any Claim arising from a breach of this
                                         Redemption Agreement.



 


		(j)	Notwithstanding the releases granted
                                         in Section 6(a) and (b) hereof, the releasing Persons pursuant to such provisions (the
                                         “Grantors”) shall remain entitled to assert against the attorneys,
                                         agents and consultants of the TSRE Parties released thereunder (the “Grantees”)
                                         any previously unreleased claim against any Grantee that a Grantor may otherwise lawfully
                                         assert, but only if a Grantor is the subject of a claim filed by a third party and the
                                         Grantor is seeking to recover from the Grantee all or a portion of any damages that may
                                         be awarded in favor of the third party against the Grantor. The release shall continue
                                         to bar the Grantor from recovering from the Grantee any amount in excess of that which
                                         the Grantor becomes obligated to pay to such third party, plus costs of litigation and,
                                         if applicable, reasonable attorneys’ fees. It is expressly understood that nothing
                                         contained in this Section 6(j) shall abrogate in any manner whatsoever the full release
                                         provided by Baumann in that certain Separation Agreement and Release dated February 23,
                                         2014 between Baumann and TSRE.



 


7.            The
TSRE Parties, on behalf of themselves and the other Releasees, agree that none of the TSRE Parties, Shareholder Parties or other
Releasees shall, except to the extent required by law, engage in any conduct or take any action that interferes or could be expected
to interfere with the administration of the Trusts by the Master Trustees, Series Trustee, or any of their respective attorneys,
consultants, agents, employees, independent contractors or designees. By way of illustration, and not limitation, such prohibited
conduct includes, but is not limited to, (i) any efforts by any of the Releasees to direct or influence the timing or manner of
the distribution or disposition of any assets held by, for or at the direction of the Trusts; and (ii) any attempts by any of
the Releasees to communicate, directly or indirectly, with any beneficiaries of the Trusts, or any attorneys, consultants, agents,
employees, independent contractors, or other representatives acting, or purporting to act, on behalf of any beneficiaries of the
Trusts, with respect to any matters relating to the Trusts. The TSRE Parties, on behalf of themselves and the other Releasees,
further agree that the Trusts, Master Trustees and Series Trustee will suffer irreparable harms as a result of any breach of this
Section 7 and are entitled to seek and obtain injunctive relief accordingly (in addition to any other relief or remedies provided
at law, equity or under this Redemption Agreement). Nothing contained in this Section 7 shall preclude the TSRE Parties or any
Releasee from any communication or action that is intended to remedy a breach of this Redemption Agreement.


 




    	14



    	 



    

 


8.            This
Redemption Agreement shall constitute the entire agreement among the parties with respect to the subject matter hereof, superseding
all prior understanding, negotiations and agreements among the parties hereto, and may be amended only by a written amendment
duly executed by all parties hereto.


 


9.            All
real estate taxes through 2014, personal property taxes through 2014, and any special assessments pertaining to the Parcels, whether
levied for present or future payment, shall be prorated between the Parties up to the day immediately preceding the date of Closing. There
shall be no proration of any insurance maintained by a Parcel owner and such owner may cancel any such insurance two (2) days
after the date of Closing and shall be entitled to receive any reimbursement of unearned premium from the insurance company. In
the event any of the 2014 tax bills are not final as of the Closing, then the 2014 TRIM Notice, if available, or the
2013 tax bill, if the TRIM Notice is not available, in each case
with full discount, shall be used as the basis for the proration.
A reproration shall be done when all 2014 tax bills are final and payment made by the party owing any amount within 30 days
of receipt of demand therefor.


 


10.            This
Redemption Agreement has been negotiated by the parties hereto in good faith, with each party being represented by competent counsel
of its choice, and no provision herein shall be construed against a party by reason of the fact that such party or its counsel
drafted the provision in question.


 


11.            Any
notice given to a party under this Redemption Agreement shall be given in writing addressed to such party and delivered by mail
or express courier to the last known address of such party or by electronic mail delivered to the last known email address of
such party.


 


12.            Each
of the Parties shall bear its own costs in connection with the negotiation, documentation, execution and closing of the transactions
contemplated herein.


 


13.            This
Redemption Agreement shall be governed by and construed in accordance with the laws of the state of Delaware. Any action arising
under this Redemption Agreement shall be brought in a federal or state court in Wilmington, Delaware.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
SIGNATURE PAGES FOLLOW]


 




    	15



    	 



    

 


IN WITNESS WHEREOF,
each of the parties to this Redemption Agreement, intending to be legally bound, has executed and delivered this Redemption Agreement
as of the day and year first above mentioned.


 


	 	Trade Street Residential,
    Inc.
	 	 	 
	 	By: 	/s/
    Richard H. Ross
	 	 	Richard H. Ross, Chief Executive
    Officer
	 	 	 
	 	Trade Street Operating
    Partnership, LP
	 	By:	Trade Street Residential, Inc., General
    Partner
	 	 	 
	 	By: 	/s/
    Richard H. Ross
	 	 	Richard H. Ross, Chief Executive
    Officer
	 	 	 
	 	BCOM Real Estate Fund,
    LLC Liquidating Trust
	 	By:	BCOM Investment Manager, LLLP, its
    Master Trustee
	 	By:	BCOM Manager GP, Inc., General Partner
	 	 	 
	 	By:	/s/
    Michael D. Baumann
	 	 	Michael D. Baumann
	 	 	 
	 	BCOM Real Estate Fund,
    LLC Liquidating Trust
	 	By:	BREF Stock Series Trust, a Series
    Trust
	 	 	 
	 	By:	/s/
    Michael J. Fellner
	 	 	Michael J. Fellner, Series Trustee
	 	 	 
	 	Trade Street Property
    Fund I LP Liquidating Trust
	 	By:	BSF-TSC GP, LLC, Master Trustee
	 	 	 
	 	By: 	/s/
    Michael D. Baumann
	 	 	Michael D. Baumann, Manager


 




    	 



    	 



    

 


	 	Trade Street Property
    Fund I LP Liquidating Trust
	 	By:	TSPF Stock Series Trust,
    a Series Trust
	 	 	 
	 	By:	/s/
    Michael J. Feller
	 	 	Michael J. Fellner, Series Trustee
	 	 	 
	 	 	/s/
    Michael D. Baumann
	 	 	Michael D. Baumann


 




    	 



    	 



    

  


Each of the undersigned
shall not be considered a party to or signatory to this Redemption Agreement, except that each of the undersigned hereby agrees
to the release provision set forth in Section 6(c) of this Redemption Agreement.


 


Senator Investment Group LP, for itself and on behalf of Senator
Global Opportunity Fund LP and the Senator Global Opportunity Intermediate Fund L.P.


 


	By:	/s/ Evan Gartenlaub	 


 


	Name:	Evan Gartenlaub	 


 


	Title:	General Counsel	 


 


Monarch Alternative Capital LP, for itself and on behalf of
Monarch Debt Recovery Master Fund Ltd, Monarch Opportunities Master Fund Ltd, Monarch Capital Master Partners II-A LP, Monarch
Capital Master Partners II LP, P Monarch Recovery Ltd., Monarch Alternative Solutions Master Fund Ltd


 


	By:	/s/ Adam Sklar	 
	 	 	 
	Name:	Adam Sklar	 
	 	 	 
	Title:	Managing Principal