FORM OF LIMITED PARTNERSHIP AGREEMENT OF TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • November 4th, 2008 • TNP Strategic Retail Trust, Inc. • Delaware
This Limited Partnership Agreement (this “Agreement”) is entered into this ___ day of , 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 • November 4th, 2008 • TNP Strategic Retail Trust, Inc. • Maryland
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the day of , 2008, 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 AGREEMENTParticipating Dealer Agreement • November 4th, 2008 • TNP Strategic Retail Trust, Inc. • California
ESCROW AGREEMENTEscrow Agreement • November 4th, 2008 • TNP Strategic Retail Trust, Inc. • Delaware
THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into as of the 17th day of October, 2008, 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 Wells Fargo Bank, N.A., as escrow agent (the “Escrow Agent”).
