Strategic Realty Trust (SGIC) 8-K TNP Strategic Retail Trust Acquires

Exhibit 10.4

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

THIS ASSIGNMENT OF PURCHASE AND SALE AGREEMENT (this “Assignment”) is made this 30th day of March, 2011, betweenTNP ACQUISITIONS, LLC, a Delaware limited liability company (the “Assignor”); andTNP SRT CRAIG PROMENADE, 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 good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 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 dated August 16,2010, as amended (the “Purchase Agreement”), between 525, 605, 655, 675, 715, 725, 755, 775 & 785 West Craig Road Holdings, LLC, a Maryland limited liability company, as Seller, and Assignor, in connection with the purchase of certain property located at 655 W. Craig Road, Las Vegas, Nevada 89032 (the “Property”), which Property is more particularly described in the Purchase Agreement.

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

[SIGNATURES FOLLOW]

WITNESS the following signatures:

ASSIGNOR:	TNP ACQUISITIONS, LLC, a Delaware limited liability company
	By:	/s/ Anthony W. Thompson
	Name:	Anthony W. Thompson
	Its:	CEO
ASSIGNEE:	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/ Anthony W. Thompson
				Name:	Anthony W. Thompson
				Its:	CEO