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    5^AD5 NORTH ACQUISITION + DEVELOPMENT GROUP, LLC

    BIRMINGHAM OPPORTUNITYTHE HISTORIC FEDERAL RESERVE BUILDING1801 5th Avenue North Birmingham, Alabama 35203

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    5^AD5 NORTH ACQUISITION + DEVELOPMENT GROUP, LLC

    REGIONS BASEBALL STADIUMYHALL

    ALABAMA THEATRE

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    CONFIDENTIAL AND EXCLUSIVE OPPORTUNITY

    4

    6

    7

    15

    19

    21

    EXECUTIVE SUMMARY

    9

    LOCATION SUMMARY

    RETURNS

    PROPERTY DESCRIPTION

    FINANCIAL ANALYSIS

    MARKET ANALYSIS

    LEASE COMPARABLES 23

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    Total Size 87,000

    Stories 5

    Parking 205

    Multi-family units 54

    Office Space 7300

    Restaurant Space 4880Floorplates 8560-12,767

    EXECUTIVE SUMMARY

    The Federal ReserveResidences

    5^AD

    With increasing demand for upscale living closer to thecentral business district, 5 North Acquisition andDevelopment Group would like to present the HistoricFederal Reserve Building, 1801 Fifth Avenue North, as arenewed space for luxury apartments, private offices, andfine dining.

    Comfortably nestled in the heart of historic downtownBirmingham, the Historic Federal Reserve Building boastsgorgeous architecture, 5 stories, and 81 parking spaces.Recently, with the increase of FIRE services in Birminghamas well as relocation of automotive manufacturers such asMercedes to the vicinity, those living in the suburbs havebegun to follow their jobs into the thriving city and areseeking a place to live that is close to work, the arts, and thenew baseball stadium. The Historic Federal ReserveBuilding is the perfect opportunity for new luxury multi-familyapartment units and office space to match.

    General living trends show that older, retired individuals

    living in the suburbs are also gravitating towards the centralbusiness district. The Federal Residences will offer empty-nesters, families and successful young professionals alikethe luxury of suburbia coupled with unparalleled access todowntown Birmingham theatres, art galleries, music,museums and sporting events.

    INVESTMENT HIGHLIGHTS

    Historic Landmark Residential Building

    Five-story historic landmark, proposed Class-A residentialbuilding on the bustling main 5th Avenue North.

    The buildings attractive architectural design creates asignature style that provides large windows, a skyline viewfor tenants, and a high ratio of corner residential units withpanoramic views.

    Parking at an above average ratio of 2.18 spaces per1,000 rentable square feet. Current parking rates at TheHistoric Federal Reserve are below market demand, andwith the anticipated shortage in parking created by retailand office construction in downtown Birmingham,opportunities exist to increase parking rates and revenuesin the near term.

    5 North Development and Acquisition Group is pleased to offer a 16.5% return on a $1.641M loan that

    will be used in acquiring The Historic Federal Reserve Building: a 5-story, Class-A Historic Landmarklocated at 1801 5th Avenue North in the heart of downtown Birmingham, Alabama. The loan is based ona preferential rate of 8% and an 70% share of NOI. The loan principal will be repaid in Year 5 when thebuilding is sold; this repayment will include 10% of the sale proceeds.

    4

    Restaurant and bar features a double-heighted space,with natural light from clear-story windows off of a grandcorner entrance.

    Proposed on-site amenities include a gym, pool, and theVault Restaurant & Bar.

    Office space is located in the CBD, a great location for allbusinesspeople and commuters, increasing FIREservices

    Premier Downtown Birmingham Location

    Birmingham is a thriving urban community that enjoys awell-balanced and diverse mix of office, retail,entertainment, and residential buildings.

    The Historic Federal Reserve is 4 blocks from theBirmingham Amtrak station at the intersection of 5 th

    Avenue North and 18th Streets.

    Excellent access to the three major commuting arterieslinking Birmingham to the rest of the metropolitan area (I-

    65, I-59, I-20 and US-31).

    A growing trend in todays business world showsexecutives looking for the opportunity to work close totheir homes; The Federal Residences offers luxuriousliving with the luxury of living near the office.

    Local and State Incentives

    Alabama just passed the Historic Preservation Tax Creditoffering a 25% credit towards qualified rehabilitationexpenditures for certified historic buildings used forincome-producing commercial developments.

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    The Federal ReserveResidences

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    The city of Birmingham is aggressively redeveloping the CBDand is offering incentives for redevelopments such as TheHistoric Federal Reserve Building.

    Rich in Amenities

    Surrounded by a mix of high-end shopping, over 70 eateriesand coffee shops, high-rise historic buildings, three theatresand numerous high-end, iconic office buildings, the Propertyenjoys the invariable energy created by this vibrant urbansetting.

    Downtown Birmingham is renowned throughout the greatermetropolitan area for its multitude of fine restaurants, high-end boutiques, and cultural and historic opportunities

    Birmingham recently finished its new state-of-the-artBirmingham Barons baseball stadium called Regions Parkwhich is now located just blocks from The Historic FederalReserve.

    Superior Market Fundamentals

    The Birmingham Central Business District is becoming apremier real estate investment market due to its strongmarket fundamentals, stable tenant base, and barriers toentry.

    Birmingham is significantly supply constrained, asdemonstrated by an extremely low 2.7% direct vacancyin Class A- residential buildings (6.2% overall vacancy).Increased demand and limited space in premier buildingsin downtown Birmingham will have a significant positiveimpact on future market rental rates.

    Birminghams CBD has seen a 17% increase in averageasking rents for Class A buildings over the past fiveyears.

    Net absorption in Birmingham has been robust since2008, totaling over 500,000 square feet in the past fiveyears.

    PROPOSED RESTAURANT/BAR ENTRANCE

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    INVESTMENT RETURNS

    The Federal ReserveResidences

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    Those committing to a loan of $1.641M for this redevelopment receive an effective return of 16.35%. Further, he or she willreceive select returns at each hurdle structured as:

    A preferred return of 8% up to a 15% IRR to be paid at the end of the calendar year, An 80/20 split of net operating income, A repayment of equity at sale in year 5, A 10/90 split of sale proceeds.

    * These proceeds are based on the investors contribution of $1.64M cash equity as well as acting guarantor of loan.

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    2013 2014 2015 2016 2017 2018

    Schedule Year 0 Year 1 Year 2 Year 3 Year 4 Year 5

    Purchase Construction StabilizeSell @ 6.2% cap

    rate

    Sale $13,717,262

    Debt $12,087,944

    Ending debt balance $11,685,013 $11,282,081 $10,879,150 $10,476,218 $6,103,047

    Distribution of Cash Flow s $271,942 $311,195 $322,680 $330,707

    Initial equity $1,640,826

    Beginning equity $1,640,826 $1,640,826 $1,640,826 $1,640,826

    Preferred return (8%) $131,266 $131,266 $131,266 $0

    Repayment of equity $0 $0 $0 $1,640,826

    Ending equity 0 $1,640,826 $1,640,826 $1,640,826 $0

    CF Available for 70/30 Split $140,675 $179,928 $191,414 $330,707

    Investor $98,473 $125,950 $133,990 $231,495

    Sale Proceeds Available for 10/90 Split 6,072,601

    Investor 607,260

    Investor ($1,640,826) $0 $229,739 $257,216 $265,256 $2,479,581

    17% 19% 20% 20%

    NPV w ith 10% Disc. Rate $2,103,915

    NPV w ith 12% Disc. Rate $1,941,784

    NPV w ith 15% Disc. Rate $1,727,290

    Equity Multiple on Inve stm ent $1.970

    Effect ive Retur n IRR 16.347%

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    I-59

    LOCATION SUMMARY

    The Federal ReserveResidences

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    Situated prominently in the epicenter of Downtown Birmingham, The Historic Federal Reserve enjoysthe benefits of a dynamic urban setting, nestled directly between the bustling Birmingham Metrorailcommuter hub and the attractions, tastes and sounds of the spirited and wildly successful officeredevelopment of the downtown. Surrounded by a mix of high-end shopping, over 70 restaurants, high-rise office buildings, three hotels and numerous luxury residential buildings, the Property enjoys theinvariable energy created by this vibrant 24/7 urban setting. The Historic Federal Reservesirreplaceable location has a tremendously bright future and pipeline rich with development andtransportation projects that will complement and further improve this already sought-after investmentcommunity.

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    AMENITIES MAP

    Railroad Park

    Kelley Ingram

    Park

    Regions BaseballStadium

    Birmingham-Amtrak

    TheMarketplace

    BirminghamMuseum of Art

    AlabamaTheatre

    RegionsFinancial

    WellsFargo

    McWaneScienceCenter

    Linn Park

    Regions HarbertPlaza

    ^

    CULTURE OFFICE RECREATION PARKS RETAIL TRANSIT

    BirminghamJefferson

    ConventionCenter

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    The Federal ReserveResidences

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    AccessLocated in the heart of Birminghams CBD, The HistoricFederal Reserve is easily accessible from the I-65, I-20and I-59 interchanges. The Residences are located just 4blocks south and east of the interstates. The property isalso just 4 blocks north of the Amtrak stop forBirmingham, and is in close proximity to the public bussystem. Amtrak offers quick and easy access to almostanywhere in the region as do the interstates. In addition,the Birmingham International Airport is just a short 20-minute drive.

    Demographics

    The Birmingham Metropolitan Area has a 2013 estimatedpopulation of 870,000 residents and 45,000 employees.The median household income is $65,000, nearly 1.2times the national median of $50,170. Birmingham isamong the most up-and-coming regions to live. Theupscale offices of The Federal Residences is a soon-to-be strong attraction for area and for regional and nationalexecutives locating their companies in the southernUnited States.

    8

    Culture and RecreationThe Alabama, a nationally renowned theatre, recentlyunderwent a multi-million dollar renovation and offerssuperior access to theatre and music. In addition, the newbaseball stadium and other nearby arenas have madeBirmingham both a thriving recreation and cultural center.

    Neighborhood Amenities:

    Downtown Birmingham is well-known throughout thegreater metropolitan area for its multitude of finerestaurants, boutiques, home dcor shops, and artistic,trendy locales and events. The 280,000 square feet ofretail downtown illustrates the revitalization of an urban

    downtown area into a mixed-use, walkable shopping andrestaurant district.

    Security:

    CAPS, a local security group works in tandem with theBirmingham police force to protect the town. Guards canbe seen around town on bicycles wearing their signatureyellow hats and can assist individuals with automotive lock-outs, can serve as a after-dark walking escort, and canprovide emergency response services.

    AERIAL VIEW

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    PROPOSED RESIDENTIAL ENTRANCE

    The Federal ReserveResidences

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    PROPERTY DESCRIPTION

    ARCHITECT

    YEAR BUILT

    LAND AREA

    ZONING

    NUMBER OF FLOORS

    RENTABLE AREA

    Krebs, A.J.

    1926 /1958 (Annex)

    61,741 square feet (1.41 acres)

    The Property is zoned B4

    (Business District Zone 4)

    5 stories above grade and 2 levelsof sub-grade storage/basement

    43,850 square feet with currentconcept

    81 parking spaces , existing

    condition, 124 additional spacesproposed

    The Federal Reserve Residences, located at 1801 5 thAvenue North in Birmingham, Alabama, will be a Class-Aresidential historic landmark property. This distinctive four-story Indiana limestone and Georgia granite building withfive-story 1950s Annex structure offers a proposed 4,880square feet of restaurant space and 45,975 square feet ofresidential units. The restaurant will feature the existinggrand entrance, double-heighted space and the existingvault. The Residences boast a private entrance through thenorth-facing courtyard along 5th Avenue with access to thesecond-level of the parking garage. Separate entrances willbe put in place for the 7,300 square feet of office space. Thepropertys prominent location on the corner of 5th AvenueNorth and 18th Street provides panoramic views whilesimultaneously creating a beautiful, historic silhouette against

    the Birmingham skyline.

    The property will be owned by 5 North Acquisition andDevelopment Group and will be managed in its entiretyincluding the proposed parking structure, outdoor pool andamenities, residential units and office commons.

    PARKING SPACES

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    A one-story parking garage is

    proposed (see existing parkinglot). It will cover the existing lotand allow for an outdoorswimming pool as well as aparking space for each residentialtenant while retaining the existing81-spaces for the current lease.

    The new entrances for theresidential tenants will be on theground floor of 5th Ave. North andthe upper level of the parkingstructure as noted with black

    arrows.

    The red-dashed line denotes theedge of the property. Aneasement through the property forthe adjacent property parkinggarage is denoted in blue.

    The Federal ReserveResidences

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    SITE PLAN

    OPEN SPACE

    PRIVATE ACCESS

    PROPERTY EXTENTS

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    EXISTING GRAND LOBBY

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    EXTERIORExterior walls on the original Federal Reserveare block with an Indiana limestone veneer anda Georgia granite entry faade. The annexwalls are primarily brick veneer punctuatedevery 6 feet with large, single-paned windows.Necessary upgrades and repairs to the brickmasonry and flashing will be done at the time ofconstruction. The faade is in an overallexcellent condition and the thickness andquality of the walls provide excellent thermalbarrier and insulation.

    LOBBYThe existing, elegant, two-story lobby features a

    granite-finished Art-Deco glass entryway, andwill serve as the restaurant/bar called the Vault.

    An new entrance off of the courtyard will beutilized to access the apartments and this spacewill contain the management offices.

    WINDOWS

    Windows will be replaced at the time ofconstruction. Sizing will remain the same; ahigh insulation R-value for maximum energyefficiency will be used.

    PARKING The Property currently provides 81striped parking spaces on the flat lot adjacent tothe building, a ratio of 2.18 per 1,000 RSF(BOMA).

    LOADING DOCK One loading dock is locatedat the rear of the building.

    CEILING HEIGHTS Slab-to-slab heights onoffice floors average 11. Standard finished floorto ceiling height will be 8-4.

    STRUCTURE The building structure is steelframe with cast-in-place concrete floor slabs.

    DESIGN LOAD 20 lbs. per square foot partitionload 100 lbs. per square foot live load.

    COLUMN SPACING Interior-generally every 25O.C. Exterior-generally every 12 O.C.

    Offices & Restaurant/Bar # SQ FT

    Office Space (1) 1 2920

    Office Space (2) 1 2920

    The Vault Restaurant 1 4880

    Total Rentable Space 3 10720

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    PROPOSED VAULT RESTAURANT & BAR

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    ROOF

    Roofing on the original reserve building iscopper sheathing over steel truss. The Annexhas a bituminous gravel roof with roof accessvia stair well. Roofs on both Annex and mainbuilding to be replaced at the time ofconstruction.

    HEATING, VENTILATION AND AIRCONDITIONING

    The building will be cooled via a central systemconsisting of a cooling tower and individual air

    conditioning units in each of the residential unitsand within the restaurant and office space whichfeed perimeter VAV units. Heat will be providedby electric strip heaters located in each of theVAV units. The building will use a Building

    Automation and Energy Management Systemthat provides equipment operation and controlas well as demand, totalization, and dutycycling.

    ELECTRICITY

    Electrical service will enter the buildings belowfrom vault-mounted transformers located in the

    secondary sub-level basement (not shown infloor plans). Electrical service is 277/480 Volt,three-phase four-wire service and is rated at1,200 amps for the offices, 3,000 amps for therestaurant, and 1,200 amps for the residentialunits of the building.

    ELEVATORS

    The property will provide two passengerelevators, each with a capacity of 3000 lbs. andan additional passenger/freight elevator with acapacity of 3500 lbs. located within themechanical and electrical room (see floorplans). All three elevators provide service to

    floors B02 5.

    FIRE/LIFE SAFETY

    The life safety system will include fire andsmoke alarms, a voice package evacuationsystem, an automatic wet-type sprinkler system,fire pump system (code-specified 750 gpm firepump), four level dry system (garage),pressurized stairwells, back up emergencygenerator (250 kva), and an emergency controlstation located on the sub-level basement.

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    The Federal ReserveResidences

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    PROPOSED FLOOR PLANSPROPOSED FLOOR PLANS

    OFFICE

    RESTAURANT

    STUDIO APT

    1B/1B APT

    2B/2B APT

    13

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    Apartment SF/UNIT UNITS/FL 2 UNITS/FL 3 UNITS/FL 4 UNITS/FL 5 TOTAL UNITS

    Units Efficiency/Studio 630 4 4 4 4 16

    1 Bed/Bath (Small) 750 1 1 1 0 3

    1 Bed/Bath (Small) 840 1 1 1 0 3

    1 Bed/Bath (Medium) 890 1 1 1 0 3

    1 Bed/Bath (Medium) 920 2 2 2 2 8

    1 Bed/Bath (Large) 980 4 3 4 1 12

    2 Bed/Bath 1090 1 1 1 1 4

    2 Bed/Bath 995 1 2 2 0 5

    Total Bldg Units 15 15 16 8 54

    Total Square Footage 45975

    UNIT DESCRIPTION

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    UPSCALE RESIDENTIAL UNITS

    The Historic Federal Reserve Building sits on thecorner of two wide avenues; therefore each residentialunit will offer ample amounts of natural light andpanoramic city views. Units will have wood flooring,9-15 ceiling heights, loft style interiors*, large closets,building in shelving and an open floor plan. *Selectfloors only.

    BUILDING AMENITIES

    On-site management

    Elevator Access

    Outdoor Pool

    Common Outdoor Courtyard

    Fitness Center

    Two levels of above-grade parking, reserved spotsfor tenants

    Secured building access

    After hours security personnel

    Restaurant/Bar

    BJCTA Trolley Accessible (Red Line), stop is 1-block from the Property

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    PROPOSED ONE-BEDROOM APARTMENT

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    The Federal ReserveResidences

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    PROPOSED FLOOR PLANSPROPOSED FLOOR PLANS

    OFFICE

    RESTAURANT

    STUDIO APT

    1B/1B APT

    2B/2B APT

    15

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    The Federal ReserveResidences

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    PROPOSED FLOOR PLANS

    OFFICE

    RESTAURANT

    STUDIO APT

    1B/1B APT

    2B/2B APT

    16

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    The Federal ReserveResidences

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    PROPOSED STUDIO APARTMENT

    PROPOSED TWO-BEDROOM APARTMENT

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    The Federal ReserveResidences

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    PROPOSED ONE-BEDROOM APARTMENT

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    2013 2014 2015 2016 2017 2018Pro Forma Year 0 Year 1 Year 2 Year 3 Year 4 Year 5

    Purchase Construction Stabilize Sale

    ($1,500,000) ($6,704,132)

    Gross Scheduled Rent $1,077,740 $1,099,295 $1,121,281 $1,143,706

    - Vacancy Adjustment ($86,219) ($38,475) ($33,638) ($34,311)

    + Other Income $60,000 $60,000 $60,000 $60,000

    Effective Gross Income $1,051,521 $1,120,819 $1,147,642 $1,169,395

    - Expenses ($315,135) ($321,438) ($327,867) ($334,424)

    Net Operating Income $736,385 $799,381 $819,775 $834,971

    - Yearly Debt Service ($402,931) ($402,931) ($402,931) ($402,931)

    BTCF (Cash Throw -off) $333,454 $396,450 $416,844 $432,039+ Tax Shelter ($61,512) ($85,255) ($94,164) ($101,333)

    After Tax Cash Flow ($1,500,000) $271,942 $311,195 $322,680 $330,707

    Taxable Income Accounts Year 2 Year 3 Year 4 Year 5

    Cash Throw -off $333,454 $396,450 $416,844 $432,039

    + Principal Amortization $107,583 $112,424 $117,483 $122,770

    - Depreciation ($221,291) ($221,291) ($221,291) ($221,291)

    - Finance Amortization ($3,282) ($3,282) ($3,282) ($3,282)

    - Personal Property Depreciation ($40,714) ($40,714) ($40,714) ($40,714)

    Taxable Income (Loss) from Adjustments $175,749 $243,587 $269,040 $289,522

    Tax Due (Shelter) $61,512 $85,255 $94,164 $101,333

    Adjustm ents to Taxable Income

    Current Period Taxable Income (Loss) $175,749 $243,587 $269,040 $289,522

    Annual Passive Loss Limit $1,000,000 $1,000,000 $1,000,000 $1,000,000

    Losses Taken This Year ($175,749) ($243,587) ($269,040) ($289,522)

    Losses NOT Taken This Year $0 $0 $0 ($688,375)

    Total Carryforw ard ($175,749) ($419,336) ($688,375) ($977,897)

    The Federal ReserveResidences

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    FINANCIAL SUMMARY

    PROPERTY CASH FLOW

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    The Property Cash Flow analysis isprojected over a 6- year period from January1, 2014 through December 31, 2019.

    Tenants will be responsible for their ownelectricity, therefore the electrical expensewill cover common areas and vacant units.Cable/internet will be provided to apartmentresidents, however the restaurant and officetenants will be responsible for coveringmonthly charges. The pro forma includesexpenses for water/sewer, and trashremoval.

    The property management fee is generally apercentage range (3%-5%) of the expectedgross income. The pro forma shows a 3%management fee as the property interior,roof, and windows will be newly constructed.

    Due to the new condition of the property, avalue of $0.25 per square foot wascalculated as the yearly factor for capitalexpenditures within the pro forma.

    The repairs and maintenance figure of $1.00per square foot within the pro forma coversturnover charges for residential tenants aswell as supplies for the maintenance ofamenities (pool and gym) and the exteriorgreen space.

    DETAILED ASSUMPTIONS TO PROPERTY CASH FLOW

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    Analysis Period The Property Cash Flow analysis isprojected over a 6- year period fromJanuary 1, 2014 through December 31,2019.

    The Federal Reserve Residences isprojected to have 45,514 square feet ofnet leasable space. Additionally, there is6,000 square feet of indoor amenityspace. A one-story parking garage willbe added to maintain the existing parkingstalls and their income as well as provideparking for tenants.

    Base rents for all speculative leases areescalated by 3% per annum.

    Inflation of operating expenses isassumed to escalate by 2% per annum.

    New lease terms for residential units areassumed to be 1-year, for office space tobe 7-years, and for the restaurant to be

    5-years.

    Vacancy rates are assumed to be:

    The figure of $60,000/year under otherincome within the pro forma refers to anexisting lease for parking on the lotadjacent to the building. With theinclusion of the new parking structure, the

    lease can be maintained.

    Total Rentable

    Area

    Year 1 6.4%

    Year 2 4.5%

    Thereafter 2.0%

    Rental Lease

    Escalations

    Operating

    Expense Growth

    Market Lease

    Terms

    Vacancies

    Delinquency

    Utilities

    Rental Lease

    Escalations

    Capital

    Expenditures

    Maintenance

    Other Income

    20

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    MARKET OVERVIEW

    The Birmingham market is becoming one of the premier commercial real estate markets in the nation,given that key indicators such as unemployment and apartment/office vacancy rates are out performingother metropolitan areas in the United States.

    With a population of over 1.2 million people, the BirminghamMSA has the most individuals per capita in the state of

    Alabama. Economic and cultural drivers, along with a centrallocation at the crossroads ofAlabamas two largest highwayshave led to strong growth.

    JEFFERSON COUNTY INTRODUCTION:

    Major Employers:

    Birmingham is home to Alabamas largest employer, theUniversity of Alabama at Birmingham (UAB) and the UABHealth System, which employs over 53,000 people and hasa student body of 18,000 individuals.

    Birmingham is the headquarters for many financialinstitutions including Regions Financial Corporation, BBVACompass, ServisFirst, Americas First Credit Union, and

    APCO Employees Credit Union.

    Major industries include manufacturing, banking, insurance,medicine, publishing, and biotechnology.

    Birmingham has long been the first choice among recentcollege graduates for full-time, professional employmentoptions. It is centrally located between The University of

    Alabama, Auburn University, UAB, Samford, and othercolleges and universities.

    Development Plans:

    Rev Birmingham, a local development group, hopes toutilize their online vision of a revitalized downtown as acatalyst for further projects ranging from planting flowersthrough local coops which offer unique space for artists tocollaborate.

    Blueprint Birmingham, announced in 2010, is a five-yeareconomic development plan being spearheaded by the

    Birmingham Business Alliance calling for growingestablished industries, such as engineering and metals, aswell as emerging sectors, such as biotechnology. Locateddowntown, UAB is an integral part of the growth plan with agoal of generating new businesses from research activities.

    Railroad Park, a 19 acre green space providing ahistorically rich venue for local recreation, family activities,concerts, and cultural events, while connectingBirmingham's downtown with Southside and UAB'scampus.

    Regions Park, a new baseball stadium to serve as thefuture home of the Barons minor league team,is projected

    to be complete in time for the 2013 season and willgenerate more than $500 million in direct and indirectspending in the city over the next 30 years.

    The Marketplace, with a new entertainment district, is a$70 million project that will include a 300-room hotel, alongwith 20 restaurants, nightclubs and shops. The new hotelwill allow the city to attract $300 million more in conventionactivity. Completion is expected in 2014.

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    Source: reis.com

    APARTMENT MARKET TRENDS:

    Source: reis.com

    4Q12 3Q12 YTD Avg 1 Year 3 Year 5 year

    Central 10.3% 9.7% 10.0% 10.3% 11.1% 11.3%

    Birmingham 6.0% 6.0% 6.2% 6.4% 7.9% 7.7%

    South Atlantic 5.2% 5.4% 5.5% 5.6% 7.0% 7.1%

    United States 4.5% 4.7% 4.7% 4.8% 6.1% 6.1%

    Total Subs 4Q12 3Q12 YTD 1 Year 3 Year 5 Year

    Birmingham 4 4 4 4 4 4 4

    South Atlantic 243 231 231 229 229 226 227United States 834 807 800 800 801 793 796

    Vacancy Rates

    Submarket Ranks

    AnnualizedQuarterly

    4Q12 3Q12 YTD Avg 1 Year 3 Year 5 Year

    Central 3.0% 1.0% 1.0% 4.1% 1.9% 2.1%

    Birmingham 0.8% 0.8% 0.8% 3.2% 2.3% 2.0%

    South Atlantic 0.6% 0.8% 0.7% 2.9% 2.1% 1.5%

    United States 6.0% 0.8% 0.8% 3.1% 2.2% 1.4%

    Total Subs 4Q12 3Q13 YTD 1 Year 3 Year 5 Year

    Birmingham 4 1 2 1 1 2 2

    South Atlantic 243 1 69 32 32 117 49

    United States 834 1 226 119 119 400 149

    Asking Rent Growth

    Submarket Ranks

    Quarterly Annualized

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    COMPARABLES

    Ci tyv i l l e B lo ck 1212000 2nd Avenue South Birmingham, AL 35233

    Total Units Year Built Occupancy

    Info 255 2009 95%

    Apartment Type # of Units Size (sqft) Unit Rent Rent Per Sq. Ft.

    Stud io

    S1 52 577 $855 $1.48

    S2

    1BD/1BA

    1BD/1BA 4 630 $980 $1.56

    1BD/1BA 14 648 $987 $1.52

    1BD/1BA 2 684 $977 $1.43

    1BD/1BA 63 713 $1,025 $1.44

    1BD/1BA 6 761 $1,087 $1.43

    1BD/1BA 38 793 $1,167 $1.471BD/1BA 6 946 $1,230 $1.30

    2BD/2BA

    2BD/2BA 24 877 $1,252 $1.43

    2BD/2BA 34 952 $1,257 $1.32

    2BD/2BA 10 1016 $1,282 $1.26

    2BD/2BA 2 1394 $1,900 $1.36

    Total/Avg 255 833 $1,077 $1.29

    Jemison F la ts1827 1st Avenue North Birmingham, AL 35203

    Total Units Year Built Occupancy

    Info 59 1909/2004 97%Apartment Type # of Units Size (sqft) Unit Rent Rent Per Sq. Ft.

    Stud io

    Studio 8 540 $800 $1.48

    1BD/1BA

    1BD/1BA 5 635 $895 $1.41

    1BD/1BA 2 715 $865 $1.21

    1BD/1BA 1 840 $850 $1.01

    1BD/1BA 3 870 $910 $1.05

    1BD/1BA 1 880 $880 $1.00

    1BD/1BA 6 920 $1,055 $1.15

    1BD/1BA 3 970 $820 $0.85

    2BD/2BA

    2BD/2BA 5 1080 $1,250 $1.16

    2BD/2BA 2 1165 $1,125 $0.97

    2BD/2BA 4 1270 $1,625 $1.28

    2BD/2BA 3 1358 $1,280 $0.94

    2BD/2BA 3 1380 $1,400 $1.01

    2BD/2BA 3 1410 $1,580 $1.12

    2BD/2BA 6 1435 $1,535 $1.07

    2BD/2BA 3 1475 $1,500 $1.02

    2BD/2BA 1 1970 $2,425 $1.23

    Total/Avg 59 1051 $1,155 $1.16

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    Burger -Ph i l l i p s Lo f t s1914 Third Avenue North Birmingham, AL 35203

    Total Units Year Built Occupancy

    Info 35 1930 91%

    Apartment Type # of Units Size (sqft) Unit Rent Rent Per Sq. Ft.

    1BD/1BA

    1BD/1BA 3 690 $975 $1.41

    1BD/1BA 2 730 $975 $1.34

    1BD/1BA 5 800 $975 $1.22

    1BD/1BA 5 827 $975 $1.18

    1BD/1BA 5 934 $975 $1.04

    2BD/2BA

    2BD/1BA 5 822 $975 $1.19

    2BD/2BA 5 1343 $1,650 $1.23

    2BD/2BA 5 1393 $1,650 $1.18

    Total/Avg 35 942 $1,143.75 $1.16

    The Federal ReserveResidences

    5^AD

    24

    B lachs1922 3rd Avenue North Birmingham, AL 35203

    Total Units Year Built Occupancy

    Info 24 1890 100%

    Apartment Type # of Units Size (sqft) Unit Rent Rent Per Sq. Ft.

    1BD/1BA 1BD/1BA 8 950 $1,100 $1.16

    2BD/2BA 2BD/1BA 16 1300 $1,500 $1.15

    Total/Avg 24 281 $325.00 $1.16

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    This Memorandum has been prepared by 5 NorthAcquisition and Development Group, LLC. for use by alimited number of parties and has been obtained fromsources believed reliable. While we do not doubt itsaccuracy, we have not verified it, and make no guarantee,warranty or representation about it. It is your responsibility to

    confirm, independently, its accuracy and completeness. Allprojections have been developed by 5 North Acquisition andDevelopment Group, LLC. Owner and designated sources,are based upon assumptions relating to the generaleconomy, competition, and other factors beyond the controlof Owner, and therefore are subject to variation. Norepresentation is made by 5 North Acquisition andDevelopment Group, LLC as to the accuracy orcompleteness of the information contained herein, andnothing contained herein is or shall be relied on as apromise or representation as to the future performance ofthe property. Although the information contained herein isbelieved to be correct, Owner and its employees disclaimany responsibility for inaccuracies and expect prospective

    purchasers to exercise independent due diligence inverifying all such information. Further, 5 North Acquisitionand Development Group, LLC. and its employees disclaimany and all liability for representations and warranties,expressed and implied, contained in, or for omissions from,the Memorandum or any other written or oral communicationtransmitted or made available to the recipient.

    The Memorandum does not constitute a representation thatthere has been no change in the business or affairs of theproperty or Owner since the date of preparation of theMemorandum. Analysis and verification of the informationcontained in the Memorandum is solely the responsibility ofthe prospective investor.

    CONFIDENTIAL OPPORTUNITY SUMMARY

    Additional information and an opportunity to inspect theproperty will be made available upon written request tointerest and qualified prospective investors.

    5 North Acquisitions and Development Group, LLC.expressly reserves the right, at their sole discretion, to rejectany or all expressions of interest or offers regarding theproperty and/or terminate discussions with any entity at anytime with or without notice. Owner shall have no legalcommitment or obligations to any entity reviewing thisMemorandum or making an offer to purchase the propertyunless and until such offer is approved by Owner, a writtenagreement for the purchase of the property has been fullyexecuted, delivered and approved by Owner and its legalcounsel, and any obligations set by Owner thereunder havebeen satisfied or waived.

    This Memorandum and the contents, except suchinformation, which is a matter of public record or is provided

    in sources available to the public, are of a confidentialnature. By accepting this Memorandum, you agree that youwill hold and treat it in the strictest confidence, that you willnot photocopy or duplicate it, that you will not disclose thisMemorandum or any of the contents to any other entity(except to outside advisors retained by you, if necessary, foryour determination of whether or not to make a proposal andfrom whom you have obtained an agreement ofconfidentiality) without the prior written authorization of 5North Acquisition and Development Group, LLC. and thatyou will use the information in this Memorandum for the solepurpose of evaluating your interest in the property and youwill not use the Memorandum or any of the contents in anyfashion or manner detrimental to the interest of Owner or 5

    North Acquisition and Development Group, LLC. If you haveno interest in the property, please return the Memorandumforthwith.

    5^AD5 NORTH ACQUISITION + DEVELOPMENT GROUP, LLC

    THE HISTORIC FEDERAL RESERVE BUILDING1801 5th Avenue North Birmingham, Alabama 35203

    25

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    Howard McKay

    Senior Managing Partner

    T: 205-229-8556

    [email protected]

    5^AD5 NORTH ACQUISITION + DEVELOPMENT GROUP, LLC

    1015 North 15th Street Washington, DC 20004

    Catherine Guentert

    Managing Development Partner

    T:240-755-1149

    [email protected]

    Adam McKay

    Senior Managing Partner

    T: 571-243-3599

    [email protected]