ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

Exhibit 10.4

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

THIS ASSIGNMENT OF PURCHASE AND SALE AGREEMENT (this “Assignment”) is made this 30th day of March, 2011, between TNP ACQUISITIONS, LLC, a Delaware limited liability company (the “Assignor”); and TNP SRT XXXXX PROMENADE, LLC, a Delaware limited liability company (“Assignee”).

W I T N E S S E T H:

THAT for and in consideration of the sum of ten dollars ($10.00) cash in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby transfer and assign to Assignee all of Assignor’s rights, title, and interest in, to, and under that certain Purchase and Sale Agreement dated August 16, 2010, as amended (the “Purchase Agreement”), between 525, 605, 655, 675, 715, 725, 755, 775 & 000 Xxxx Xxxxx Xxxx Holdings, LLC, a Maryland limited liability company, as Seller, and Assignor, in connection with the purchase of certain property located at 000 X. Xxxxx Xxxx, Xxx Xxxxx, Xxxxxx 00000 (the “Property”), which Property is more particularly described in the Purchase Agreement.

Assignee, as evidenced by its signature hereto, agrees to assume and perform the obligations of Assignor under the Purchase Agreement.

[SIGNATURES FOLLOW]

WITNESS the following signatures:

ASSIGNOR:

TNP ACQUISITIONS, LLC, a Delaware limited liability company

By:

/s/ Xxxxxxx X. Xxxxxxxx

Name:

Xxxxxxx X. Xxxxxxxx

Its:

CEO

ASSIGNEE:

TNP SRT XXXXX PROMENADE, LLC, a Delaware limited liability company

By:

TNP SRT Secured Holdings, LLC, a Delaware limited liability company, its Sole Member

By:

TNP Strategic Retail Operating Partnership, LP, a Delaware limited partnership, its Sole Member

By:

TNP Strategic Retail Trust, Inc., a Maryland corporation its General Partner

By:

/s/ Xxxxxxx X. Xxxxxxxx

Name:

Xxxxxxx X. Xxxxxxxx

Its:

CEO