0001193125-11-089146 Sample Contracts

PROPERTY AND ASSET MANAGEMENT AGREEMENT
Property and Asset Management Agreement • April 5th, 2011 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts

THIS PROPERTY AND ASSET MANAGEMENT AGREEMENT (this “Agreement”) is made as of this 30th day of March, 2011 (the “Effective Date”), by and between TNP SRT Craig Promenade, LLC, a Delaware limited liability company, its successors and assigns (the “Company”) and TNP Property Manager, LLC, a Delaware limited liability company (the “Property Manager”).

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FIRST OMNIBUS AMENDMENT AND REAFFIRMATION OF LOAN DOCUMENTS
Loan Documents • April 5th, 2011 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • Massachusetts

THIS FIRST OMNIBUS AMENDMENT AND REAFFIRMATION OF LOAN DOCUMENTS (this “Amendment”) is dated as of the 30th day of March, 2011 (the “Effective Date”) by and among TNP SRT SECURED HOLDINGS, LLC, a Delaware limited liability company (“Lead Borrower”), TNP SRT MORENO MARKETPLACE, LLC, a Delaware limited liability company (“Moreno Borrower”), TNP SRT SAN JACINTO, LLC, a Delaware limited liability company (“San Jacinto Borrower”, and collectively with Lead Borrower and Moreno Borrower, the “Original Borrower”), TNP STRATEGIC RETAIL TRUST, INC., a Maryland corporation (the “REIT”), TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “OP”, and collectively with the REIT, the “Tranche A Guarantors”), THOMPSON NATIONAL PROPERTIES, LLC, a Delaware limited liability (“TNP”), ANTHONY W. THOMPSON, an individual having (“Thompson”), AWT FAMILY, LIMITED PARTNERSHIP, a California limited partnership (“AWT”, and together with the REIT, TNP and Thompson, the “Tranche B

FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • April 5th, 2011 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts

THIS REINSTATEMENT AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Amendment”), dated as of March 15, 2011, is made by and between TNP ACQUISITIONS, LLC, a Delaware limited liability company (“Purchaser”) and 525, 605, 655, 675, 715, 725, 755, 775 & 785 WEST CRAIG ROAD HOLDINGS, LLC, a Maryland limited liability company (“Seller’”).

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
Assignment of Purchase and Sale Agreement • April 5th, 2011 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts

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 CRAIG PROMENADE, LLC, a Delaware limited liability company (“Assignee”).

ENVIRONMENTAL AND HAZARDOUS SUBSTANCES INDEMNITY AGREEMENT Project Commonly Known As
Environmental and Hazardous Substances Indemnity Agreement • April 5th, 2011 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • Nevada

THIS ENVIRONMENTAL AND HAZARDOUS SUBSTANCES INDEMNITY AGREEMENT (this “Indemnity Agreement”) is executed and delivered as of the 30th day of March, 2011, by TNP SRT CRAIG PROMENADE, LLC, a Delaware limited liability company having an address at 1900 Main Street, Suite 700, Irvine, California 92614 (“Property Borrower”), TNP SRT SECURED HOLDINGS, LLC, a Delaware limited liability company having an address at 1900 Main Street, Suite 700, Irvine, California 92614 (“Secured Holdings”), TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, LP, a Delaware limited partnership having an address at 1900 Main Street, Suite 700, Irvine, California 92614 (“OP”), TNP SRT SAN JACINTO, LLC, a Delaware limited liability company (“San Jacinto”), TNP SRT MORENO MARKETPLACE, LLC, a Delaware limited liability (“Moreno”) and TNP STRATEGIC RETAIL TRUST, INC., a Maryland corporation having an address at 1900 Main Street, Suite 700, Irvine, California 92614 (“REIT”) (collectively, Property Borrower, Secured Holdings, O

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • April 5th, 2011 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of the16th day of August, 2010 (the “Effective Date”), is made by and between TNP ACQUISITIONS, LLC, a Delaware limited liability company, having an address c/o Thompson National Properties, LLC, 1900 Main Street, Suite 700, Irvine, CA 92614 (“Purchaser”) and 525, 605, 655, 675, 715, 725, 755, 775 & 785 WEST CRAIG ROAD HOLDINGS, LLC, a Maryland limited liability company, having an address at c/o CWCapital Asset Management LLC, 701 13th Street, NW, Suite 1000, Washington, DC 20005 (the “Seller”).

REINSTATEMENT AND SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • April 5th, 2011 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts

THIS REINSTATEMENT AND SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Amendment”), dated as of September 29, 2010, is made by and between TNP ACQUISITIONS, LLC, a Delaware limited liability company (“Purchaser”) and 525, 605, 655, 675, 715, 725, 755, 775 & 785 WEST CRAIG ROAD HOLDINGS, LLC, a Maryland limited liability company (“Seller”).

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