ADVISORY AGREEMENT AMONG TNP STRATEGIC RETAIL TRUST, INC., TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, LP, AND TNP STRATEGIC RETAIL ADVISOR, LLCAdvisory Agreement • July 10th, 2009 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • Maryland
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the 10th day of July, 2009, and effective as of the date that that the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is entered into by and among TNP Strategic Retail Trust, Inc., a Maryland corporation (the “Company”), TNP Strategic Retail Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and TNP Strategic Retail Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
TNP STRATEGIC RETAIL TRUST, INC. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share DEALER MANAGER AGREEMENT July 10, 2009Dealer Manager Agreement • July 10th, 2009 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • California
TNP Strategic Retail Trust, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) a maximum of $1,100,000,000 in shares of its common stock, $0.01 par value per share (the “Common Stock”), of which amount: (a) up to $1,000,000,000 in shares of Common Stock are being offered to the public pursuant to the Company’s primary offering (the “Primary Shares”); and (b) up to $100,000,000 in shares of Common Stock are being offered to stockholders of the Company pursuant to the Company’s distribution reinvestment plan (the “DRIP Shares” and, together with the Primary Shares, the “Offered Shares”). The Primary Shares are to be issued and sold to the public on a “best efforts” basis through you (the “Dealer Manager”) as the managing dealer and the broker-dealers participating in the Offering (the “Participating Dealers”) at an initial offering price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased
ESCROW AGREEMENTEscrow Agreement • July 10th, 2009 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • California
THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into as of the 9th day of July, 2009, by and among TNP Strategic Retail Trust, Inc., a Maryland corporation (the “Company”), TNP Securities, LLC, a Delaware limited liability company (the “Dealer Manager”), and CommerceWest Bank, N.A., as escrow agent (the “Escrow Agent”).
