B u r g e r K i n g , A l l e n t o w n , P A | 1

O F F E R I N G M E M O R A N D U M™

Burger King1 7 3 8 W . T i l g h m a n S t r e e t | A l l e n t o w n , P A

™

S c o t t B u r d e t tBROKER OF RECORDLIC # 10301213057 (PA)

G a r y C h o uFVP & Senior Director

Gary.Chou@matthews.comDIR (310) 919-5827MOB (714) 928-8016LIC # 01911222 (CA)

K e v i n C h a n gAssociate

Kevin.Chang@matthews.comDIR (310) 919-5828MOB (951) 616-8918LIC # 01976724 (CA)

B u r g e r K i n g , A l l e n t o w n , P A | 3

Investment Highlights

LONG-TERM, WORRY-FREE INVESTMENT

• Brand New Development – The store will be completed in late 2017 to match the latest Burger King prototype

• Long-Term Lease – Tenant to sign brand new 20-year lease with Two (2), 5-Year renewal options to extend at close of escrow

• Absolute NNN Lease – Tenant takes care of all landlord responsibilities including tax, insurance, maintenance, roof and structure

• Growing Cash Flow – There are 8% increases every 5 years – Excellent hedge against inflation

EXCELLENT TENANT WITH STRONG GROWTH MODEL AND BALANCE SHEET

• GPS Hospitality – Corporate guarantee from one of the three largest Burger King operators in the country

• High Growth Operator – GPS Hospitality has over 430+ Burger King & Popeyes restaurants across Alabama, Arkansas, Florida, Georgia, Louisiana, Maryland, Mississippi, New Jersey, Pennsylvania and West Virginia

• Tenant with Long-Term Outlook – GPS plans to remodel 30-40 stores each year and has consistently seen year-over-year revenue growth

• Healthy Cash Flow – Franchise Times reports that GPS Hospitality has revenues over $500 million and is halfway to its 10-year goal of $1 billion in annual revenue

IDEAL RETAIL LOCATION

• Main Retail Corridor – Nearby national tenants include Walgreens, Dollar General, CVS, Wingstop, Advance Auto Parts, TD Bank, McDonald’s and Dunkin’ Donuts, amongst many others

• Healthy Traffic Counts – The property can be easily accessed from both directions of traffic on Tilghman St and benefit from over 18,500 VPD

Annualized Operating DataMonthly Rent Annual Rent Rent/SF Cap Rate

Year 1-5 $10,625.00 $127,500 $38.03 5.50%

Year 6-10 $11,475.00 $137,700 $41.07 5.94%

Year 11-15 $12,393.00 $148,716 $44.35 6.42%

Year 16-20 $13,384.44 $160,613 $47.90 6.93%

Option 1: Year 21-25 $14,455.20 $173,462 $51.73 7.48%

Option 2: Year 26-30 $15,611.61 $187,339 $55.87 8.08%

Tenant Summary

Tenant Trade Name Burger King

Type of Ownership Fee Simple

Lease Guarantor GPS Hospitality

Lease Type NNN

Original Lease Term 20 Years

Rent Commencement Date COE

Lease Expiration Date TBD

Term Remaining on Lease ± 20 Years

Increases 8.00% Increases

Extensions Two, 5-Year Options

LIST PRICE$2,318,000

CAP RATE5.50%

GLA± 3,353 SF

LOT SIZE± 0.98 Acres

YEAR BUILT2017

ADDRESS1738 W. Tilghman St.Allentown, PA18104

Financial Overview

B u r g e r K i n g , A l l e n t o w n , P A | 5

1738 W. Tilghman St.Allentown, PA18104

Property Name Burger King

Parent Company Trade Name Restaurant Brands International, Inc. (NYSE: QSR)

Ownership Public

Credit Rating (Standard & Poor’s) B+

Revenue $1.15 B

Net Income $233.70 M

No. of Locations ± 15,000

No. of Employees ± 34,248

Headquartered Miami, FL

Website www.bk.com

Year Founded 1953

TENANT OVERVIEW

Burger King Worldwide operates the world’s #3 hamburger chain by sales with almost 15,000 restaurants in the US and more than 100 other countries. In addition to its popular Whopper sandwich, the chain offers a selection of burgers, chicken sandwiches, salads, and breakfast items, along with beverages, desserts, and sides. Many of the eateries are stand-alone locations offering dine-in seating and drive-through services; the chain also includes units in high-traffic locations such as airports and shopping malls. Burger King Worldwide is owned and operated by Restaurant Brands International.

GEOGRAPHIC OUTREACH

Burger King has restaurant locations throughout the US and more than 100 other countries. The US and Canada are responsible for about 65% of revenues. Like most other giants of the fast-food industry, Burger King has expanded its nationwide and international presence primarily through franchising. But the company has reduced its domestic expansion efforts recently. Burger King has used joint ventures to expand in countries like China, Mexico, Russia, and Singapore.

STRATEGY

Burger King has been remodeling outdated restaurant interiors and modernizing obsolete technology, thus positioning the company for future growth. Its goal is to have 40% of Burger King restaurants in the US and Canada on a modern image by the end of 2015. The company has also been steadily refranchising locations with the goal of getting to a 100% franchised business model eventually.

Tenant Overview

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The Offering

GLA± 3,353 SF

LOT SIZE± 0.98 Acres ( 42,688 SF)

YEAR BUILT2017

Parcel Map

B u r g e r K i n g , A l l e n t o w n , P A | 7

Subject Property

BikeLine

AllentownCar Wash

Creative Tile

Imports

Craft RugMills

TrexierMiddle School

Luis RamosElementary

School

MuhlenbergCollege

Surrounding Tenants - West Bound

Tilg

hman

St ±

15,

00

0 A

DT

8 | O f f e r i n g M e m o r a n d u m

Subject Property

CJ Wagner Bowling Supplies

Bella Casa Kitchen & Bath

Dreisbach’sAutomotive

Sales

AshMor Systems

LMSNails

EJ Richmond&

Associates

Civic Theatreof

Allentown

MuhlenbergElementary

School

JCC of the LehighValley

NinthHamilton

Le FemmeBoutique

TIPTowing

JackCallaghans’sAle House

East Bound

B u r g e r K i n g , A l l e n t o w n , P A | 9

Subject Property

Bella Casa Kitchen & Bath

Dreisbach’sAutomotive

Sales

BikeLine

Creative Tile

Imports

The Fairgrounds

Hotel

MainGateNight Club

LehighValley

Hospital

Allentown Fairground

South Bound

1 0 | O f f e r i n g M e m o r a n d u m

A l l e n t o w n , P A

D e m o g r a p h i c s

POPULATION 1 Mile 3 Mile 5 Mile

2022 Projection 35,002 140,332 227,428

2017 Estimate 34,697 138,141 223,687

2010 Census 34,250 134,874 218,150

Growth 2017 - 2021 0.88% 1.59% 1.675

HOUSEHOLDS 1 Mile 3 Mile 5 Mile

2022 Projection 12,688 51,163 86,481

2017 Estimate 12,624 50,535 85,241

Growth 2016 - 2021 0.51 1.24 1.46

INCOME 1 Mile 3 Mile 5 Mile

2017 Est. Average Household Income

$51,405 $61,071 $69,307

a r e a o v e r v i e w

As the county seat of Lehigh County, Pennsylvania, Allentown is the third most populous city in the state. Allentown was cited as a “national success story” in April 2016 by the Urban Land Institute for its downtown redevelopment and transformation, one of only six communities in the country to have been named as such.

Allentown’s economy has historically been manufacturing-based, but with a more recent turn to a more service-oriented economy. The city serves as the location of corporate headquarters for several large, global companies, including Air Products & Chemicals, and PPL.

Area OverviewArea Overview

B u r g e r K i n g , A l l e n t o w n , P A | 1 1

Redevelopment Projects

Allentown Economic Development Corporation (AEDC) has worked with a variety of businesses and projects that help retain, grow and create new jobs and business opportunities in Allentown. The city is the epicenter for development in the Lehigh Valley and has been recognized as the second best performing region of its size for economic development across the U.S.

Current redevelopment projects include:

• Musselman Arts Building at 6th - this property now home to Youth Education in the Arts and the Cadets and Cadets II drum and bugle corps, US Bands and many other youth-oriented music and dance organizations

• The Donley Center - newly home to the Lehigh Carbon Community College Allentown campus

• The Butz Building - now home to Alvin H. Butz Co., Discover Lehigh Valley, the Greater Lehigh Valley Chamber of Commerce, Stoudt Financial Services

• The Allentown Brew Works - a regional microbrewery and restaurant• PLL Plaza - home to the energy marketing and energy services offices

of PPL Inc.• PPL Center - currently under construction and soon to be home to

the AHL Lehigh Valley Phantoms, the top major league affiliate of the Philadelphia Flyers ice hockey team

• National Penn Bank located its corporate headquarters in a new seven-story building across from the arena.

• Three City Center - 166,000 sf $55MM seven story office and retail building at the former Colonial Theater

• Four City Center - $40MM project including a five-story building and adjacent three-story building with 168 apartments.

• The Schoen’s building - renovated to house the corporate headquarters of Trifecta Technologies

• Allentown Metal Works - currently underway with remediation and rehabilitation of the building

This Offer ing Memorandum contains select informat ion pertaining to the business and af fa i rs of Burger King located at 1738 W. Tilghman Street, Allentown, PA 18104 (“Property”) . I t has been prepared by Matthews Real Estate Investment Services. This Offer ing Memorandum may not be al l - inclusive or contain a l l of the informat ion a prospect ive purchaser may desire. The informat ion contained in th is Offer ing Memorandum is conf ident ia l and furnished solely for the purpose of a review by a prospect ive purchaser of the Property. I t is not to be used for any other purpose or made avai lable to any other person without the wri t ten consent of Sel ler or Matthews Real Estate Investment Services. The mater ia l is based in part upon informat ion suppl ied by the Sel ler and in part upon f inancial informat ion obtained from sources i t deems rel iable. Owner, nor their of f icers , employees, or agents makes any representat ion or warranty, express or impl ied, as to the accuracy or completeness of th is Offer ing Memorandum or any of i ts contents and no legal l iabi l i ty is assumed or shal l be impl ied with respect thereto. Prospect ive purchasers should make their own project ions and form their own conclusions without rel iance upon the mater ia l contained herein and conduct their own due di l igence.

By acknowledging your receipt of th is Offer ing Memorandum for the Property, you agree:

1 . The Offer ing Memorandum and i ts contents are conf ident ia l ;

2 . You wi l l hold i t and treat i t in the str ictest of conf idence; and

3. You wi l l not , d i rect ly or indirect ly, d isclose or permit anyone else to disclose this Offer ing Memorandum or i ts contents in any fashion or manner detr imental to the interest of the Sel ler.

Owner and Matthews Real Estate Investment Services expressly reserve the r ight , at their sole discret ion, to reject any and al l expressions of interest or of fers to purchase the Property and to terminate discussions with any person or ent i ty reviewing this Offer ing Memorandum or making an of fer to purchase the Property unless and unt i l a wr i t ten agreement for the purchase and sale of the Property has been ful ly executed and del ivered.

I f you wish not to pursue negot iat ions leading to the acquis i t ion of the Property or in the future you discont inue such negot iat ions, then you agree to purge al l mater ia ls relat ing to th is Property including this Offer ing Memorandum.

A prospect ive purchaser ’s sole and exclusive r ights with respect to th is prospect ive t ransact ion, the Property, or informat ion provided herein or in connect ion with the sale of the Property shal l be l imited to those expressly provided in an executed Purchase Agreement and shal l be subject to the terms thereof. In no event shal l a prospect ive purchaser have any other c la ims against Sel ler or Matthews Real Estate Investment Services or any of their af f i l iates or any of their respect ive of f icers , Directors , shareholders, owners, employees, or agents for any damages, l iabi l i ty, or causes of act ion relat ing to th is sol ic i tat ion process or the market ing or sale of the Property.

This Offer ing Memorandum shal l not be deemed to represent the state of af fa i rs of the Property or const i tute an indicat ion that there has been no change in the state of af fa i rs of the Property s ince the date this Offer ing Memorandum.

C O N F I D E N T I A L I T Y & D I S C L A I M E R S TAT E M E N T

B u r g e r K i n g , A l l e n t o w n , P A | 1 3

BROKER OF RECORD

E x c l u s i v e ly L i s t e d B y

Burger King1 7 3 8 W . T i l g h m a n S t r e e t | A l l e n t o w n , P A

™

S c o t t B u r d e t tBROKER OF RECORDLIC # 10301213057 (PA)

G a r y C h o uFVP & Senior Director

Gary.Chou@matthews.comDIR (310) 919-5827MOB (714) 928-8016LIC # 01911222 (CA)

K e v i n C h a n gAssociate

Kevin.Chang@matthews.comDIR (310) 919-5828MOB (951) 616-8918LIC # 01976724 (CA)