ASSIGNMENT OF PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

Exhibit 10.3

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

THIS ASSIGNMENT OF PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Assignment”) is made this 9th day of January, 2012, between TNP ACQUISITIONS, LLC, a Delaware limited liability company (the “Assignor”); and TNP SRT MORNINGSIDE MARKETPLACE, 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 goods and valuable consideration, the receipt and sufficiency of which are hereby acknowleged, 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 and Joint Escrow Instructions, dated October 21, 2011, as amended (“the Agreement”), between LHC Morningside Marketplace, LLC, a Delaware limited liability company, as Seller, and TNP Acquisitions, LLC, a Delaware limited liability company, as Buyer, in connection with the acquisition with the acquisition of the property described in the Agreement (the “Property”).

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

[SIGNATURES FOLLOW]

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WITNESS the following signatures:

ASSIGNOR:

TNP ACQUISITIONS, LLC, a

Delaware limited liability company

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

Name:

▇▇▇▇▇ ▇▇▇▇▇▇▇

Its:

CFO

ASSIGNEE:

TNP SRT MORNINGSIDE MARKETPLACE, LLC, a Delaware limited liability company

By:

TNP Strategic Retail Operating Partnership, L.P., a Delaware limited partnership its Sole Member

By:

TNP Strategic Retail Trust, Inc., a Maryland corporation its general partner

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

Name:

▇▇▇▇▇ ▇▇▇▇▇▇▇

Its:

CFO

SEEN AND AGREED:

SELLER:

LHC Morningside Marketplace, a Delaware limited liability company

By:

Name:

Title:

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