FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

Exhibit 10.5

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) is made as of the 26th day of April, 2013 (the “Effective Date”), by and between XXXXXXX ROW ASSOCIATES, LP, a Delaware limited partnership (“Seller”) and TRADE STREET OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Buyer”).

BACKGROUND

(1) Seller and Buyer previously entered into a certain Purchase and Sale Agreement dated April 8, 2013 (the “Agreement”) pursuant to the terms of which Seller agreed to sell to Buyer and Buyer agreed to purchase from Seller a tract of land containing approximately 10.3 acres located in Parcel L, Xxxxxx Island, City of Charleston, Berkeley County, South Carolina and all improvements and other property situated thereon or relating thereto, subject to the terms and provisions thereof (defined in the Agreement as the “Property”). Unless otherwise defined herein, capitalized terms when used in this Amendment shall have the meanings given such terms in the Agreement.

(2) Buyer has requested Seller to extend the Inspection Period and Seller has agreed subject to the terms and provisions of this Amendment.

NOW, THEREFORE, in consideration of the premises and the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, Seller and Buyer hereby amendment the Agreement as follows:

1.          The Inspection Period is hereby extended until 5:00 p.m. Eastern Time Zone (U.S.A.) on May 10, 2013.

2.          The Purchase Price is hereby increased from $47,900,000.00 to $48,050,000.00.

3.          Buyer confirms that it has completed its physical inspection of the Improvements and waives its right to terminate the Agreement based on the condition of the Improvements; subject, however, to Seller’s obligations to complete construction of the Improvements pursuant to Section 6.1 of the Agreement.

4.          The Agreement, as amended by this Amendment, is hereby declared to be in full force and effect and neither party to the Agreement, is in default of any of its obligations thereunder.

END OF TEXT; SIGNATURE PAGE FOLLOWS

EXECUTED as of the date and year first above written.
SELLER:
XXXXXXX ROW ASSOCIATES, LP
a Delaware limited partnership
By:	Xxxxxxx Row Development, LLC,
	a Delaware limited liability company,
	its general partner
	By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Managing Member
BUYER:
TRADE STREET OPERATING PARTNERSHIP, LP,
a Delaware limited partnership
By:	Trade Street OP GP, LLC,
	a Delaware limited liability company,
	its general partner
By:	Trade Street Residential, Inc.,
	a Maryland corporation,
	its sole member
	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	COO/CFO