LIMITED PARTNERSHIP AGREEMENT OF TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP December 31, 2008Limited Partnership Agreement • May 11th, 2009 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • Delaware
This Limited Partnership Agreement (this “Agreement”) is entered into this 31st day of December, 2008, by and between TNP Strategic Retail Trust, Inc., a Maryland corporation (the “General Partner”), and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
FORM OF ADVISORY AGREEMENT AMONG TNP STRATEGIC RETAIL TRUST, INC., TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, LP, AND TNP STRATEGIC RETAIL ADVISOR, LLCAdvisory Agreement • May 11th, 2009 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • Maryland
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the day of , 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 FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • May 11th, 2009 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • California
