OFFERING MEMORANDUM

A TRIPLE NET OFFICE INVESTMENT OPPORTUNITYBACKED BY A NATIONAL RESTAURANT FRANCHISE HOLDING COMPANY

3038 SIDCO DR

Conditions of Offering This confidential Offering Memorandum and other, ancillary offering materials that may be subsequently provided (collectively, the “Offering Materials”) areintended solely for the limited use by a potential purchaser (the “Potential Purchaser”) in considering whether to purchase 3038 Sidco Drive (the “Property”). Forpurposes of this Agreement, Westgate Commercial, Inc. is an agent of the Owner. The Offering Materials, which are provided subject to these conditions ofoffering (the “Conditions of Offering”), contain brief, selected information pertaining to the business and affairs of the Property. They do not, however, purport tobe all-inclusive or to contain all of the information which a Potential Purchaser may desire or require. Any party in possession of the Offering Materials is bound bythe Conditions of Offering.

The Offering Materials may contain certain documents, such as limited property condition reports and environmental reports that are described in summary form.The summaries do not purport to be complete, nor necessarily accurate descriptions of the full documents involved. The Potential Purchaser must rely solely on itsown review of the full documents. All financial and development projections are provided for general reference purposes only in that they are based onassumptions relating to the general economy, competition, and other factors beyond the control of the Owners and Westgate Commercial. Any graphics ordrawings included in the Offering Materials are included to assist the reader in visualizing the Property. Westgate Commercial has made no survey of the Property,and assumes no responsibility in connection with such matters. Westgate Commercial has had neither a legal review of title or development rights of the Propertynor an engineering review with regard to the environmental, physical, including but not limited to structural, electrical, plumbing, and mechanical integrity of theProperty, and no representations with respect to each are made hereby. Neither Owner nor any of its officers, employees, or agents make any representation orwarranty, express or implied, as to the accuracy or completeness of this information, and no liability of any kind whatsoever is assumed by Owners with respectthereto.

The Offering Materials relating to a possible sale of the Property (the “Sale Opportunity”) which may be furnished to the Potential Purchaser by the Owner orWestgate Commercial shall continue to be the property of the Owner and Westgate Commercial. The Offering Materials will be used by the Potential Purchaserand the Related Parties (as hereinafter defined below) solely for the purpose of evaluating the Sale Opportunity and not for any other purpose unrelated to theSale Opportunity, and may not be copied or duplicated without the Owners or Westgate Commercial’s prior written consent and must be returned to WestgateCommercial immediately upon request or when the Potential Purchaser decides not to pursue, or terminates discussion or negotiations with respect to the SaleOpportunity or the Property.

The Potential Purchaser acknowledges that the Sale Opportunity and the Offering Materials are considered the confidential and the proprietary information ofOwner and Westgate Commercial, and will not disclose the Sale Opportunity, make any Offering Materials available, or disclose any of the contents thereof, to anyperson without Owner’s or Westgate Commercial’s prior written consent; provided, however, that the Sale Opportunity and the Offering Materials may bedisclosed to the Potential Purchaser's partners, employees, legal counsel, advisors, institutional lenders, and other capital source(s) (collectively, the "RelatedParties") as required for an evaluation of the Sale Opportunity and/or the Property, provided such Related Parties are (a) informed by the Potential Purchaser ofthe confidential nature of the Sale Opportunity and the Offering Materials and these Conditions of Offering and (b) directed by the Potential Purchaser to keep theSale Opportunity, the Offering Materials, and related information strictly confidential in accordance with these Conditions of Offering. The Potential Purchasershall be responsible for any violation of this provision by any of the Related Parties.

POTENTIAL PURCHASER HEREBY AGREES TO INDEMNIFY OWNERS AND WESTGATE COMMERCIAL FROM ANY LOSS OR DAMAGE, WHICH OWNERS MAY SUFFER ASA RESULT OF POTENTIAL PURCHASER’S BREACH OF THESE CONDITIONS OF OFFERING.

OWNERS EXPRESSLY RESERVE THE RIGHT AT OWNERS SOLE, SINGULAR, EXCLUSIVE AND ARBITRARY DISCRETION TO REJECT ANY OR ALL PROPOSALS OREXPRESSIONS OF INTEREST IN THIS SALE OPPORTUNITY AND TO TERMINATE DISCUSSIONS IN CONNECTION THEREWITH WITH ANY PARTY AT ANY TIME WITHOUTNOTICE.

THE OFFERING MATERIALS SHALL NOT BE DEEMED TO REPRESENT THE STATE OF AFFAIRS OF THE SALE OPPORTUNITY OR THE PROPERTY, OR CONSTITUTE ANINDICATION THAT THERE HAS BEEN NO CHANGE IN THE BUSINESS OR AFFAIRS OF THE SALE OPPORTUNITY OR THE PROPERTY SINCE THE DATE OF PREPARATION OFTHIS INFORMATION.

THE INFORMATION PROVIDED HAS BEEN GATHERED FROM SOURCES DEEMED RELIABLE, BUT THE OWNER AND WESTGATE COMMERCIAL DO NOT WARRANT ORREPRESENT THAT THE INFORMATION IS TRUE OR CORRECT. YOU ARE ADVISED TO VERIFY INFORMATION INDEPENDENTLY.

ALL BROKERS REPRESENTING PROSPECTIVE BUYERS MUST SIGN FILL OUT AND SIGN A COOPERATING BROKER REGISTRATION AGREEMENT IN ORDER TO RECEIVE ABROKERAGE FEE OR COMMISSION FOR THEIR PARTICIPATION IN THE DISPOSITION.

The Owners reserve the right to make any change, to add, delete, or modify the information or to withdraw the Sale Opportunity from consideration at any time,without notice. Should you require additional information regarding the Sale Opportunity, please contact Westgate Commercial. on the Sale Opportunity at thefollowing address:

Westgate Commercial, Inc.1600 Westgate Circle, Suite 100Brentwood, TN 37027Telephone: 617.376.4500Fax: 615.376.4555

Investment Contacts David CoultonPresidentO 615.376.4500C 615.714.9700david@westgatecommercial.com

Andrew CoultonVice PresidentO 615.376.4500C 615.300.7997andrew@westgatecommercial.com

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OFFERING MEMORANDUM 3

Executive SummaryWestgate Commercial is pleased to exclusively market for sale a single tenant net leased officeproperty located in the revitalized “Sidco” design district in Nashville, Tennessee. Theproperty is situated in the revitalized 100 Oakes Mall area, which has close proximity todowntown Nashville and immediate access to Interstate I-65. Because of its central location,the 100 Oaks area has seen the redevelopment of the industrial buildings to “chic officespace”, restaurants, design and home décor businesses and Vanderbilt Medical Center’s300,000 square foot conversion to medical offices. There will be few unconverted warehousebuildings left in five years.

3038 Sidco Drive serves as ABRH’s corporate headquarters. ABRH is a diversified foodservice company with approximately $1.3 billion in annual revenue, operating more than 690company and franchise restaurants in more than 40 states, including O’Charley’s, Ninety-Nine, Village Inn, Baker’s Square and Legendary Baking. ABRH is a majority-ownedsubsidiary of Cannae Holdings, a subsidiary of Fidelity National Financial, which is the largestprovider of commercial and residential mortgage and diversified services with over $7 billionin annual revenue.

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“3038 Sidco Drive offers investors the opportunity to acquire a well-positioned

NNN asset backed by American Blue Ribbon Holdings in one of the top

investment markets in the country.”

3038 Sidco is located on the South side of Nashville, in the strategic outer urban locationknow as 100 Oaks, a dynamic neighborhood of hip offices, medical, restaurants, banksand a variety of retail stores. It is centrally located near downtown Nashville (10minutes) and the Nashville International Airport (20 minutes).

OFFERING MEMORANDUM 4

3038 Sidco Dr

100 Oaks is a diverse retail center located 3 miles south of downtown Nashville alongInterstate 65 and TN State Route 155. Neighborhoods and cities around the area include BerryHill, Woodbine and Oak Hill. The 100 Oaks area has seen the redevelopment of the industrialbuildings to “chic office space”, restaurants, design and home décor businesses andVanderbilt Medical Center’s 300,000 square foot conversion to medical offices. There will befew unconverted warehouse buildings left in five years.

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OFFERING MEMORANDUM 6

The property consists of an approximately 60,205 SF of single story office space on 4.07 acres with210 parking spaces. This former industrial/mixed-use facility has been skillfully converted into aneffective corporate headquarters. The building has 2 entrances, including a convenient frontentrance to the executive offices and a main entrance to the reception area right off the primaryparking lot. There are both side and rear access points that can handle large deliveries. Many of thewarehouse buildings to the north (on Sidco Drive) have been converted to office or showroom inthe past 4 years.

Location: 3038 Sidco DriveNashville, Tennessee 37204

Site Square Footage: 177,289 (4.07 Acres)Base Building: 60,205 SFStorage Mezzanine: 20,370 SFOperating Expenses: Approx. $5.93 SFParking: 210 spacesYear Built: 1963Construction: Concrete BlockProperty Taxes (2017): $37,225.21Parcel ID: 132-04-0-0-012.00Freeway Access: I-65

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The 60,205 SF interior office space has all the amenities and fine touches of a premiumheadquarters. The space consists of an open reception area with original stained glassfrom an O’Charley’s restaurant, multiple fully wired conference rooms, a gym withlocker rooms, a large cafeteria, a commercial kitchen with a restaurant and bar area, apremium theater for training and seminars, private executive offices, a fully stocked mailroom, abundant cubicle space and an additional 20,370 SF mezzanine for storage.

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Investment SummaryThe property is currently owned by O’Charley’s, LLC, which is one of the restaurant brands owned byABRH, LLC. ABRH is a diversified food services company based in Nashville, TN. ABRH operates 4family and casual dining restaurant groups in the United States, including O’Charley’s, Ninety-Nine,Village Inn and Baker’s Square. ABRH also owns and operates Legendary Baking, an award-winning bakerof pies and premium desserts. ABRH is a majority-owned subsidiary of Cannae Holdings, a subsidiaryof Fidelity National Financial, which is the largest provider of commercial and residential mortgageand diversified services with over $7 billion in annual revenue. The property is being offered as asale/leaseback, with a triple net lease. At the time of closing Fidelity Newport Holdings, LLC will execute alease of the property on the following terms and conditions:

Purchase Price: $14,449,200Lease Term: 10-15 yearsLease Type: Triple Net (Lessee pays all expenses)Lease Commencement: TBD (coincides with the purchase and closing of the property)Lease Options: Two five year options (requires 90 days written notice)Increases: 10% every 5 yearsAnnual Rent: $1,083,690 ($18 per square foot on base building)Cap Rate: 7.5%

3038 SIDCO DR

OFFERING MEMORANDUM 9

3038 Sidco offers investors the opportunity to acquire a well-positioned single tenant,net leased office building in one of the most dynamic growth cities in the UnitedStates. Nashville is known as the “South’s Red Hot Town” and is outperforming otherlarger gateway cities in almost every growth category. “The Sidco” area has developedinto one of the Nashville’s most vibrant business districts with a rich environment ofcorporate offices, and a mix of interesting local and national retailers and restaurants.

Site Survey

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Building Floor Plan