KeyBank National Association, as Agent


for
itself and the other Lenders


225 Franklin
Street


Boston,
Massachusetts 02110


 


April 1, 2013


 


Agent's Fee Letter


 


CONFIDENTIAL


TNP SRT Secured Holdings, LLC


TNP SRT San Jacinto, LLC


TNP SRT Craig Promenade, LLC


TNP SRT Aurora Commons, LLC


TNP SRT Willow Run, LLC


TNP SRT Visalia Marketplace LLC


4695 MacArthur Court, Suite 1100


Newport Beach, California 92660


 


Ladies and Gentlemen:


 


This letter is the Fee Letter referred
to in that certain Forbearance Agreement of even date herewith (as amended from time to time, the “Forbearance Agreement”)
by and among you, KeyBank National Association (“KeyBank”), as Lender and Agent. This Fee Letter sets forth
fees not described in the Forbearance Agreement and certain other matters. All capitalized terms used in this Fee Letter and not
otherwise defined shall have the meanings assigned to such terms in the Forbearance Agreement.


 


To induce each of Agent and each Lender
to execute and deliver the Forbearance Agreement in their respective capacities as the Agent and Lenders, you hereby agree
to pay to Agent, for the pro rata account of the Lenders, a forbearance fee in an amount equal to $192,187.28, payable to Agent,
for the benefit of the Lenders, with fifty percent (50%) of such fee payable upon the execution and delivery of the Forbearance
Agreement and fifty percent (50%) of such fee payable upon the earlier to occur of the Forbearance Expiration Date or the date
the Loans are repaid in full.


 


All of the fees payable hereunder or pursuant
hereto shall be payable in immediately available funds, shall be deemed fully earned when due and payable and, once paid, shall
be non-refundable. Agent and Lenders may allocate among its affiliates, any of the fees payable to it in this Fee Letter in its
sole discretion.


 


You hereby agree to keep this Fee Letter
and its contents strictly confidential in accordance with the confidentiality provisions set forth in the Credit Agreement.


 


This Fee Letter may be executed in counterparts
which, when taken together, shall constitute one and the same document. Delivery of an executed counterpart of a signature page
of this Fee Letter by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of
this Fee Letter. This Fee Letter, together with the Loan Documents, embodies the entire agreement and understanding among Agent,
Lenders and you with respect to the specific matters set forth above and supersedes all prior agreements and understandings relating
to the subject matter hereof. This Fee Letter may not be amended or any provision hereof waived or modified except by an instrument
in writing signed by Agent, the necessary Lenders and you. No party has been authorized by Agent or any Lender to make any oral
or written statements inconsistent with this letter.


 




    	 



    	 



    

 


This Fee Letter shall be governed by,
and construed in accordance with, the laws of the Commonwealth of Massachusetts without regard to principles of conflicts of law
to the extent that the application of the laws of another jurisdiction would be required thereby. Any right to trial by jury
with respect to any claim or action arising out of this Fee Letter or conduct in connection with this agreement is hereby waived.


 


This Fee Letter may not be assigned by
you without the prior written consent of Agent and the necessary Lenders.


 


(The next page is the signature page.)


 




    	 



    	 



    

 


	Very truly yours,
	 
	KEYBANK NATIONAL ASSOCIATION, as agent
	 	 
	By:	/s/ Kathleen Ahern
	 	Kathleen Ahern, Senior Banker


 


	 	Accepted and Agreed to in all respects:
	 	 
	 	TNP SRT SECURED HOLDINGS, LLC, a Delaware

limited liability company
	 	 	 	 
	 	By:	TNP Strategic Retail Operating Partnership, LP,

its sole member
	 	 	 
	 	By:	TNP Strategic Retail Trust, Inc., its general

partner
	 	 	 	 
	 	 	By:	/s/ Dee R. Balch
	 	 	 	Print Name: Dee R. Balch
	 	 	 	Title: CFO
	 	 	 	 
	 	TNP SRT SAN JACINTO, LLC, a Delaware limited

liability company
	 	 	 	 
	 	By	TNP SRT Secured Holdings, LLC, a Delaware

limited liability company, its Sole Member
	 	 	 
	 	By:	TNP Strategic Retail Operating Partnership, LP,

a Delaware limited partnership, its Sole Member
	 	 	 
	 	By:	TNP Strategic Retail Trust, Inc., a Maryland

corporation, its General Partner
	 	 	 	 
	 	 	By:	/s/ Dee R. Balch
	 	 	 	Print Name: Dee R. Balch
	 	 	 	Title: CFO


 




    	 



    	 



    

 


	 	TNP SRT CRAIG PROMENADE, LLC, a Delaware limited liability company
	 	 	 	 
	 	By	TNP SRT Secured Holdings, LLC, a Delaware

limited liability company, its Sole Member
	 	 	 
	 	By:	TNP Strategic Retail Operating Partnership, LP,

a Delaware limited partnership, its Sole Member
	 	 	 
	 	By:	TNP Strategic Retail Trust, Inc., a Maryland

corporation, its General Partner
	 	 	 	 
	 	 	By:	/s/ Dee R. Balch
	 	 	 	Print Name: Dee R. Balch
	 	 	 	Title: CFO
	 	 	 	 
	 	TNP SRT AURORA COMMONS, LLC, a Delaware

limited liability company
	 	 	 	 
	 	By	TNP SRT Secured Holdings, LLC, a Delaware

limited liability company, its Sole Member
	 	 	 
	 	By:	TNP Strategic Retail Operating Partnership, LP,

a Delaware limited partnership, its Sole Member
	 	 	 
	 	By:	TNP Strategic Retail Trust, Inc., a Maryland

corporation, its General Partner
	 	 	 	 
	 	 	By:	/s/ Dee R. Balch
	 	 	 	Print Name: Dee R. Balch
	 	 	 	Title: CFO


 




    	 



    	 



    

 


	 	TNP SRT WILLOW RUN, LLC, a Delaware limited

liability company
	 	 	 	 
	 	By	TNP SRT Secured Holdings, LLC, a Delaware

limited liability company, its Sole Member
	 	 	 
	 	By:	TNP Strategic Retail Operating Partnership, LP,

a Delaware limited partnership, its Sole Member
	 	 	 
	 	By:	TNP Strategic Retail Trust, Inc., a Maryland

corporation, its General Partner
	 	 	 	 
	 	 	By:	/s/ Dee R. Balch
	 	 	 	Print Name: Dee R. Balch
	 	 	 	Title: CFO
	 	 	 	 
	 	TNP SRT VISALIA MARKETPLACE, LLC, a

Delaware limited liability company
	 	 	 	 
	 	By	TNP SRT Secured Holdings, LLC, a Delaware

limited liability company, its Sole Member
	 	 	 
	 	By:	TNP Strategic Retail Operating Partnership, LP,

a Delaware limited partnership, its Sole Member
	 	 	 
	 	By:	TNP Strategic Retail Trust, Inc., a Maryland

corporation, its General Partner
	 	 	 	 
	 	 	By:	/s/ Dee R. Balch
	 	 	 	Print Name: Dee R. Balch
	 	 	 	Title: CFO