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O F F E R I N G M E M O R A N D U M

Brand New Chipotle & Aspen Dental

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E X C L U S I V E L I S T I N GA G E N T:

C had KurzSVP & National Director

Chad.Kurz@matthews.comDIR 214.692.2927MOB 562.480.2937LIC # 01911198 (CA)

Aron C l ineSVP & Senior Director

Aron.Cl ine@matthews.comDIR 949.432.4509MOB 818.632.0233LIC # 0 1 9 0 4 3 7 1 (CA)

Year Built

2017

Square Footage

± 5,810

List Price

$3,636,350

Cap Rate

5.75%

Property Name

Chipotle & Aspen Dental

Lease Term

Chipotle - 15 YearsAspen Dental - 10 Years

Chipotle & Aspen Dental

Kyle MatthewsBroker of Record

LIC # 263667

The subject property is located in the wealthy suburb of Memphis, TN which boasts an average household income over $100,000 and 150,000 people in the 5-mile radius. The property is located on Germantown Parkway, a major thoroughfare with over 55,000 vehicles per day. The immediate area is anchored by Walmart Supercenter, Super Target, Kroger, and a brand new LA Fitness directly behind the subject property. The high quality, brand new construction is 100% leased to Chipotle and Aspen Dental on long-term leases.

The property presents the opportunity for an investor to acquire two strong e-commerce proof tenants in a great area.

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Investment Highlights

Strong E-Commerce Proof Tenants

• The subject property is 100% occupied by two strong e-commerce proof tenants whose products and services cannot be purchased online

Affluent Demographics

• The property is located in a wealthy suburb of Memphis, TN that boasts an average household income over $100,000 and more than 150,000 people in the 5-mile radius

Long-Term Leases with Rent Increases

• Chipotle recently signed a brand new 15-year lease with 10% rent increases every 5 years. Aspen Dental recently signed a 10-year lease with 10% rent increases throughout their options

Brand New Construction

• The best-in-class construction with stone and brick construction was completed in late 2016. In addition to the subject property, numerous other retailers were recently constructed including LA Fitness, Dunkin’ Donuts, Hardee’s, Discount Tire, Tropical Smoothie and Pizza Rev

Strategic Location in Top Tax-Free MSA

• The property is located on Germantown Parkway, a major thoroughfare with over 55,000 vehicles per day. Memphis is a top 50 MSA in the United States and Tennessee is one of the few states with no state income tax

Solid Retail Trade Area

• The immediate area is anchored by Walmart Supercenter, Super Target, and Kroger. Other tenants include: Walgreens, McDonald’s, CVS, Panera Bread, Panda Express, Firestone, AutoZone, and O’Reilly Auto Parts

Aspen Dental & Chipotle

4 Cordova, TN

Financial OverviewSurrounding Retail

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Financial Overview

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Rent RollTENANT GLA

% OF TOTAL GLA

Annual Rent RENT/SFINITIAL LEASE

TERMRENT

COMMENCEMENTOPTIONS

PERCENTAGE

INCREASESRENT SCHEDULE

Chipotle 2,310 SF 40% $90,090 $39/SF 15 Years 1/1/2017Four, 5-year

options10%

Years 1 – 5: $90,090 Years 6 – 10: $99,099

Years 11 – 15: $109,008.96 Option 1: $119,912.28

Option 2: $131,901 Option 3: $145,091.16 Option 4: $159,597.96

Aspen Dental 3,500 SF 60% $119,000 $34/SF 10 Years 1/1/2017Three, 5-Year

options10%

Years 1 – 10: $119,000.04 Option 1: $130,899.96 Option 2: $143,990.04 Option 3: $158,375.04

Totals 5,810 SF 100% $209,090 $35.99/SF

Cordova, TN

Financial Overview

Price $3,636,350

Capitalization Rate 5.75%

Gross Leasable Area (GLA) ± 5,810 SF

Year Built 2017

Current Occupancy 100%

Lot Size ± 1.00 AC

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Lease Abstract

Aspen Dental

Tenant: Aspen Dental Management, Inc., a Delaware Corporation

Tenant Address: 281 Sanders Creek Parkway, East Syracuse, NY 13057

Property Address: 725 North Germantown Parkway # 102, Cordova, TN 38018

Lease Commencement: April 20, 2016

Rent Commencement: January 1, 2017

Lease Expiration: January 31, 2027

Initial Lease Term: 10 years

Building Size: 5,810 square feet

Tenants Proportionate Share: 3,500 square feet (60.24%)

Current Minimum Rent: $119,000.04 per year

Renewal Options: Three, 5-year options

Extensions of Options: Tenant shall provide written notice to Landlord not less than one hundred eight (180) days before the expiration date

Rent Schedule:

Years 1 – 10: $119,000.04Option 1: $130,899.96Option 2: $143,990.04Option 3: $158,375.04

Additional Rent: In addition to Minimum Rent, Tenant shall also pay to Landlord with the monthly payment of Minimum Rent Tenant’s Proportionate Share of CAM Expenses, Taxes, and Insurance Costs. Tenant shall make and pay for all maintenance, replacement, and repair necessary to keep the Premises in a good state of repair and in a first-class condition except for the following maintenance, repair or replacement, which shall remain Landlord's sole responsibility, without reimbursement from Tenant, in whole or in part: replacement and repair to the roof, parapets, flashing, gutters, downspouts, floor slab, support columns, footers, subfloor, outer walls all maintenance, replacement and repair of exterior and underground (including in building slab) utility installations (excluding sewer

stoppage) and electrical conduit and wire not solely serving the Premises Landlord shall warrant all major parts of the heating, ventilation, and air conditioning unit(s) serving the Premises which were furnished and installed by Landlord for the initial term of the Lease.

A. Real Estate Taxes: Tenant shall pay to Landlord, as Additional Rent, monthly in advance with Minimum Rent, an equal amount to one-twelfth (1/12) of Tenant’s Proportionate Share of Landlord’s estimate of Taxes for the current tax year. If Tenant's Proportionate Share of Taxes for any tax year exceeds the total amount paid by Tenant for such period, Tenant shall pay the difference to Landlord upon demand.

B. CAM Expenses: Landlord shall perform all necessary repairs and maintenance to keep the Shopping Center in good repair and condition throughout the term of this Lease. Tenant shall pay to Landlord, as Additional Rent, Tenant's Proportionate Share of Common Area Maintenance Expense ("CAM Expenses"). CAM Expenses are defined to mean, except as otherwise set forth herein, all costs and expenses of every kind and nature paid or incurred by Landlord in operating, maintaining, managing, and/or repairing the Common Areas provided.

C. CAM Expense Increase: Landlord's good faith estimate of Tenant's Proportionate Share of CAM Expenses for the first Lease Year is One and 75/100 Dollars ($1.75) per square foot of the Premises, and for such Lease Year shall not exceed One and 75/100 Dollars ($1.75) per square foot of the Premises. Notwithstanding any provision herein to the contrary, from and after the first full calendar year after the Effective Date of this Lease, the amount of CAM Expenses for the Common Areas attributable to all items (other than utilities, taxes, and snow and ice removal, striping, and sealing of the parking lot, together with other normal and customary common area maintenance expenses that may not occur on an annual basis and any others which constitute a capital expenditure under Generally Accepted Accounting Principles shall not be capped) shall not increase more than five percent (5%) over the cost of CAM Expenses paid by Tenant for the immediately preceding calendar year.

D. Insurance: In addition to Tenant’s insurance Landlord agrees to carry property damage insurance, maintain a policy of commercial general liability insurance and shall also carry "rent loss" or "business interruption" insurance in such amount as Landlord deems necessary or advisable. Tenant shall pay to Landlord, as Additional Rent, Tenant's Proportionate Share of Landlord's Insurance, which Tenant shall pay to Landlord, monthly in advance, in an amount equal to one-twelfth (1/12) of Tenant's Proportionate Share of Landlord's Insurance for the current year.

E. Management Fee to Landlord: Not to exceed five (5%) of aggregate CAM expenses.

Permitted Use: The Premises may be used for the operation of a retail dental service center, office and laboratory, and the providing of support services related to the foregoing and for no other purpose without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed.

Aspen Dental & Chipotle

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Chipotle

Tenant: Chipotle Mexican Grill of Colorado, LLC

Guaranty of Lease: Chipotle Mexican Grill, Inc

Property Address: 725 North Germantown Parkway # 101, Cordova, TN 38018

Lease Commencement: October 3, 2016

Rent Commencement: March 5, 2017

Lease Expiration: March 31, 2032

Initial Lease Term: 15 years

Building Size: 5,810 square feet

Tenants Proportionate Share: 2,310 square feet (39.76%)

Current Minimum Rent: $90,090 per year

Renewal Options: Four, 5-year options

Extensions of Options: Tenant shall provide written notice to Landlord not less than one hundred twenty (120) days before the expiration date

Rent Schedule:

Years 1 – 5: $90,090Years 6 – 10: $99,099Years 11 – 15: $109,008.96Option 1: $119,912.28Option 2: $131,901Option 3: $145,091.16Option 4: $159,597.96

Common Area Charges: Tenant agrees to pay Tenant’s Proportionate Share of the actual, reasonable, and necessary out of pocket costs incurred by Landlord directly attributable to maintaining, insuring and repairing the Common Areas of the Center. Tenant shall

pay its share of the Common Area Charges in equal monthly installments. Common Area Charges shall not include: (i) the cost of replacing the roof of the Premises or any part of the Center; (ii) the cost of completely resurfacing or replacing the parking lot that serves the Premises; (iii) capital improvements or repairs and structural improvements or repairs (iv) Any management, administrative, or supervisory expense. Tenant shall repair and maintain all HVAC equipment and mechanical equipment serving the Premises exclusively.

Common Area Expense Increase: Tenant’s Proportionate Share of Common Area Charges and Tenant’s Proportionate Share of Taxes for the first full calendar year following the Rent Commencement Date shall not collectively exceed $7.10 per square foot of floor area in the Premises. Notwithstanding anything contained herein to the contrary, the increase in Tenant’s Proportionate Share of Common Area Charges for each subsequent calendar year shall not exceed the less of: (i) the actual increases of the costs comprising the Common Area Charges; or (ii) five percent (5%) of the Common Area Charges actually paid by Tenant for previous calendar year (excluding Taxes, insurance, and snow removal costs which shall not be subject to the cap but shall increase at a rate that such costs actually increase).

A. Real Estate Taxes: In addition to Base Rent, Tenant agrees to pay Tenant’s Proportionate Share of the amount of property taxes and assessments levied against the center.

B. CAM Expenses: Landlord shall perform all necessary repairs and maintenance to keep the Shopping Center in good repair and condition throughout the term of this Lease. Tenant shall pay to Landlord, as Additional Rent, Tenant's Proportionate Share of Common Area Maintenance Expense ("CAM Expenses"). CAM Expenses are defined to mean, except as otherwise set forth herein, all costs and expenses of every kind and nature paid or incurred by Landlord in operating, maintaining, managing and/or repairing the Common Areas provided.

C. Insurance: In addition to Tenant’s insurance Landlord agrees to carry property damage insurance and maintain a policy of commercial general liability insurance. Tenant shall pay Tenant’s Proportionate Share of insurance premiums for such insurance as part of Common Area Charges.

Permitted Use: A Chipotle restaurant serving specialty burritos and tacos, and other items generally served in a Chipotle restaurant including, at tenant’s option, alcoholic beverages.

Cordova, TN

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Property Details

Property Name Aspen Dental & Chipotle

Address725 N Germantown Pkwy

Cordova, TN 38018

Gross Leasable Area ± 5,810 SF

Land Area ± 1.00 Acres

Year Built 2017

Type of Ownership Fee Simple

Number of Stories 1

Parking Spaces ± 65 Surface Spaces

Parking Ratio 11.19 : 1,000 SF

Physical Description

Parcel Map

Cordova, TN

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Surrounding Retail

Aspen Dental & Chipotle

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Property DemographicsPOPULATION 1-Mile 3-Mile 5-Mile

2017 Estimate 8,401 60,719 155,768

INCOME 1-Mile 3-Mile 5-Mile

2017 Est. Average Household Income

$69,721 $86,321 $103,479

Smart City Top 10 Best Suburban Towns in USA#2 Livability score for Tennessee

Caucasian African American Asian

Cordova, TN

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Site Plan

Aspen Dental & Chipotle

TENANT SF

Chipotle 2,310 SF

Aspen Dental 3,500 SF

Total 5,810 SF

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Tenant Overviews

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TENANT OVERVIEW

Chipotle is a popular quick-service restaurant chain. With over 2,000 locations, the eatery is known for their burritos and other Mexican food items. Customers can create any type of burrito, salad, bowl, or tacos. The company claims to offer more than 65,000 choices. The company is devoted to finding the very best ingredients with respect for animals, farmers and the environment with their signature “Food with Integrity” dedication. Chipotle relies on word of mouth for their marketing strategy as well as taking on the digital world with their app.

STRATEGY

The company is praised for having the quality of a full-service restaurant at a price and speed comparable to that of quick service. The quality ingredients used gives Chipotle a competitive advantage. The restaurant believes in fresh food but also is conscious of the environment. They only choose suppliers who ensure the ingredients are as flavorful as possible while still being environmentally safe. A large majority of the meat served at Chipotle restaurants comes from animals raised on vegetarian diets. Chipotle serves more naturally raised meat than any other restaurant in the United States.

Property Name Chipotle Mexican Grill, Inc.

Revenue$4.50B

Net Income$475.60M

No. of Employees59,330

HeadquarteredDenver, CO

Websitewww.chipotle.com

Aspen Dental & Chipotle

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TENANT OVERVIEW

Aspen Dental has more than 500 practices with nearly 4 million patient appointments a year. Aspen Dental is experiencing rapid growth and expects to open more than 60 new Aspen Dental-branded practices every year. Their goal is to provide quality, affordable dental care to targeted demographic groups in need of access to dental care.

The market creates a need for these facilities with more than 150 million Americans that couldn’t go to a dentist last year. They are often found in locations that there is little to no dental care or in an area that dental care if not affordable. Each Aspen Dental-branded practice is owned and operated by a licensed dentist. An unaffiliated company called Aspen Dental Management, Inc. (“ADMI”) provides administrative and business support services to Aspen Dental-branded dental practices.

In the years since 2014, Aspen Dental has provided free dental care to over 17,000 veterans and people in need. U.S. veterans are most often not eligible for dental benefits, making Aspen Dental a life changer for these vets.

Property Name Aspen Dental

Revenue± $146M

No. of Employees5,000 - 10,000

HeadquarteredSyracuse, NY

Websitewww.aspendental.com

Cordova, TN

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Area Overview

Cordova, TNCordova is a city in Shelby County, Tennessee. Cordova lies east of Memphis, north of Germantown, south of Bartlett, and northwest of Collierville.

Cordova grew from a quiet country farm hamlet with a population of 150 people in 1912 to one of the fastest growing neighborhoods in Memphis. Retail growth exploded in the late 1990s thanks to the Wolfchase Galleria shopping mall, which at the time was the largest retail center in Shelby County outside of Memphis city limits. Today the majority of the growth is along Houston Levee Road and Macon Road as well as major retail and commercial centers on Germantown Parkway. There are now over 1,226 businesses with over 19,400 employees working in Cordova.

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Marion, IL

Aspen Dental & Chipotle1 8

Memphis, Tennessee is the largest city on the Mississippi River. Located in Shelby County, Memphis is a vibrant and historic city. It is the second largest city in Tennessee and brings in a large amount of tourist because of its famous, historical landmarks. Being only 3 miles from Memphis, Arkansas, it is only a hop, skip, and a jump from the Arkansas/Tennessee border.

Known as the “Birthplace of Rock and Roll,” the city holds a significant amount of history within its borders. The residents of Memphis take pride of their city, and are usually known as “Memphians.” Although this town has a variety of entertainment to offer. The sports fans of the area love to cheer on the University of Memphis Tigers. As for professional teams, many cheers on the Memphis Grizzlies. The animal lovers enjoy the Memphis Zoo. Memphis has been the zoo’s home for over 100 years and has over 3,500 animals.

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Memphis, TN

Cordova, TN

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Many of Memphis’s residents are blue-collar, hard workers. The most common industries within this area are Transportation and Warehousing, Construction, and Manufacturing. Within those, the most common occupations are Material Moving, Construction, and Extraction. The unemployment rate has started to decrease with the overall household income increasing since early 2000.

Located on the Mississippi River, Memphis is one of the largest metropolitan areas in the Southeast, ranking 41st out of the top 75 according to a Department of Labor Release. Of the 40 metropolitan areas ahead of Memphis, only 12 are in the South. The city has historically been one of the largest shipping hubs in the Mid-South, dating back to the Civil War. As transportation methods developed, Memphis has continued to hold significance as a transportation hub. Now the city is home to the second largest cargo airport in the world, Memphis International Airport, and the world’s busiest domestic airport with 3.9 million metric tonnes. Memphis International Airport and Memphis have had huge significance in the railroad industry. The city has the 3rd largest rail center in the U.S. behind Chicago and St. Louis. It is also one of only four U.S. cities with five Class 1 railroads.

Because Memphis has been such an important city for transportation and shipping, it is attractive to businesses, especially those producing goods shipped nationwide. Three Fortune 500 companies, FedEx, AutoZone, and International Paper Co. call Memphis home. These significant businesses have brought a large manufacturing industry. Of the 607,900 jobs in Memphis in July 2014, 209,900 are in the Manufacturing and Transportation industries, around 34.5 percent.

Economy

Top Employers

GMP

$67.8 Billion

Top 50 MSA

MetroPopulation

1,344,100

Aspen Dental & Chipotle

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This Offer ing Memorandum contains select informat ion pertaining to the business and af fa i rs of the Aspen Dental & Chipotle located at 725 N Germantown PKWY, Cordova TN 38018 (“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

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7 2 5 N G E R M A N TOW N P K W Y | C O R D OVA T N 3 8 0 1 8

Aspen Dental & Chipotle

E X C L U S I V E L I S T I N GA G E N T:

C had KurzSVP & National Director

Chad.Kurz@matthews.comDIR 214.692.2927MOB 562.480.2937LIC # 01911198 (CA)

Kyle MatthewsBroker of Record

LIC # 263667

Aron C l ineSVP & Senior Director

Aron.Cl ine@matthews.comDIR 949.432.4509MOB 818.632.0233LIC # 0 1 9 0 4 3 7 1 (CA)