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Page 1: 3005-3031 US HIGHWAY W 17 | NEW BERN, NC 28562 · as shops and breathtaking views of the waterfront. NEW BERN CONVENTION CENTER The birthplace of the Pepsi-Cola store, originally

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3005-3031 US HIGHWAY W 17 | NEW BERN, NC 28562

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Table of Contents

04. Execut ive Summary

06. Area Overv iew

12. Property Overv iew

16. F inancia l Overv iew

24. Tenant Overv iew

El WarnerSVP, National Director Shopping Centers DIRECT +1.310.579.9690 MOBILE +1.858.752.3078 [email protected] License No. 01890271

Lindsay TsumpesAVP, Director Shopping Centers DIRECT +1.310.579.9691 MOBILE +1.818.266.6763 [email protected] License No. 01954256

PRESENTED BY

Kyle B. Matthews, CCIMChairman & CEO

DIRECT +1.310.919.5757 MOBILE +1.310.622.3161 [email protected] License No. 01469842 License No. (NC) 2889172 | Rivertowne Square

3005-3031 US HIGHWAY W 17 | NEW BERN, NC 28562

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Matthews Real Estate Investment Services | 3

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Offering Summary Financial SummaryMatthews Institutional Services Group is proud to offer the fee simple sale of Rivertowne Square in New Bern, North Carolina. The property is perfectly situated along two major thoroughfares and is considered a main and main location within New Bern. The New Bern submarket is a popular tourist destination and has experienced rising rental rates as well as decreasing vacancy rates over the past 3 years, which is reflective in the current submarket vacancy rate of less than 5%.

The property is 100% leased and is anchored by a high performing Walmart (NAP) and several other national retailers. This offering includes a synergistic tenant lineup of Petsmart, Panera Bread, Chipotle, Cato, Shoe Carnival, Books-A-Million, Gamestop, and Sally Beauty.

The asset is able to attract national retailers due to its location along the primary retail corridor as well as its high performing anchor. The asset offers an investor a stabilized return with 87% of the income stream generated from nationally recognized retailers. In addition to the stabilized returns, the property has a significant value add component with re-leasing of a junior anchor space at market rents. The in place income is estimated to increase by over 15% by Year 3.

• Anchored by a high performing Walmart store.

• Excellent tenant lineup with strong sales.

• 87% of the income comes from national retailers.

• 100% leased with 15% increase in NOI in 2 years.

• Main and main location within a strong tourist destination.

• Fresh 10 year leases with Chipotle and Panera Bread.

Investment Highlights

Price Best Offer

Property Size (NRA) 75,295

Year Built 1988/1997

Current Occupancy 100.0%

Major Tenants

Petsmart 27,315

Books-A-Million 18,500

Shoe Carnival 9,950

Panera Bread 4,300

Chipotle 2,200

Shadow Anchor

Wal-Mart (NAP) 184,000 SF

Year 1 Operating Data (DCF)

Effective Gross Income $1,076,190

Operating Expenses $200,089

Net Operating Income $876,101

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Top Employers# Employer No. of Employees1 Naval Aviation Depot (NADEP) 4,133

2 Craven County Schools 2,300

3 Craven Regional Medical Center 1,740

4 BSH Home Appliances 1,100

5 PCS Phosphate 1,037

6 Moen Inc. 1,000

7 Hatteras Yachts 925

8 Craven Community College 600

9 Weyerhaeuser Co. 530

10 New Bern City 520

11 Wal-Mart 377

12 Maola Milk & Ice Cream 345

13 Coastal Carolina Health Care 325

New Bern, NCNew Bern, the county seat of Craven County and the principal city of the New Bern Metropolitan Statistical Area, is a majestic waterfront town with a population of 29,524 as of the 2010 census. The city is conveniently situated at the confluence of the Trent and the Neuse rivers just along the North Carolina coast making them an ideal cultural hub for the coast and all of North Carolina. Rich with a history of over 300 years, along with a thriving economy, reasonable costs of living, picturesque waterfronts and preserved national forests, New Bern boasts a spectacular quality of life for its residents.

Founded in 1710, New Bern stands as the second oldest town in North Carolina and served as the first capitol of the state. Surviving through both the Revolutionary and Civil Wars, history tells its story around every corner in New Bern. The city is home to three historic districts that hold a number of elegant homes, stores, and churches dating as far back as the early 18th century. With 36 individual listings and over 150 grand sites and landmarks noted in the National Register of Historic Places, New Bern invites visitors from near and far to get lost in the historic town.

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SUBJECT PROPERTY

NEW BERN MALL

Aerial

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Regional Map

SUBJECT PROPERTY

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Demographics

Population 3-Mile 5-Mile 10-Mile

2021 Projection 31,948 46,618 65,980

2016 Estimate 31,583 45,749 64,307

2010 Census 31,854 45,631 63,386

2000 Census 28,113 39,485 52,563

Growth 2016 - 2021 1.16% 1.90% 2.60%

Growth 2010 - 2016 -0.85% 0.26% 1.45%

Growth 2000 - 2010 13.31% 15.57% 20.59%

Households 3-Mile 5-Mile 10-Mile

2021 Projection 14,146 20,243 28,104

2016 Estimate 13,855 19,738 27,266

2010 Census 13,709 19,412 26,639

2000 Census 11,924 16,713 21,993

Growth 2016 - 2021 2.10% 2.56% 3.07%

Growth 2010 - 2016 1.06% 1.68% 2.35%

Growth 2000 - 2010 14.97% 16.15% 21.13%

Income 3-Mile 5-Mile 10-Mile

2016 Est. Average Household Income $54,953 $57,696 $60,609

2016 Est. Median Household Income $42,466 $45,000 $48,264

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Points of Interest

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As one of New Bern’s most famous attractions, Tryon Palace was the original governor’s mansion as well as the seat of colonial and early state government for the state of North Carolina. Here, visitors are encouraged to walk in the historical footsteps of colonial governors and stroll through acres of sculpted gardens for an interactive experience that blends the early 18th century with the present.

TRYON PALACE

Filled with incredible architecture, Downtown New Bern is a vibrant waterfront community lined with sailboats. The town boasts countless historic attractions, quaint restaurants, museums and gardens for tourists to enjoy. Multiple historic churches as well as the Pepsi Store, Fireman’s Museum and more are all located within Downtown.

HISTORIC DOWNTOWN

Housed in the renovated original 1928 station house, this brick fire station has been transformed into a nationally acclaimed museum. Honoring more than two centuries of firefighters, the museum displays restored equipment used throughout the evolution of firefighting and much more. As the oldest fire house in the state, the New Bern Firemen’s Museum is one of the locals most recommended attractions.

THE FIREMAN’S MUSEUM

Known as a waterfront town, New Bern’s breathtaking waterfront holds an array of activities, restaurants and sites to see. A number of boat tours and sailing cruises go out daily and for the more outdoorsy, the waterfront offers stand up paddle boarding and kayaking along with breath taking views of the historic buildings that line the way.

THE NEW BERN WATERFRONT

This 45,000 square foot convention center, located in the heart of New Bern’s riverfront, provides for exceptional conferences, meetings, banquets and more. Known for accommodating groups up to 1,350, the convention’s central location offers over 400 guest rooms within walking distance as well as shops and breathtaking views of the waterfront.

NEW BERN CONVENTION CENTER

The birthplace of the Pepsi-Cola store, originally named “Brad’s Drink”, is located in Historic Downtown New Bern, and is the actual site where the Pepsi-Cola formula was first invented by Caleb Bradham in 1898. The store is now a museum, souvenir store and soda shop.

THE BIRTHPLACE OF PEPSI-COLA

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Physical Description

Property Name Rivertowne Square

Property address3005-3031 US Highway W 17,

New Bern, NC 28562

Assessor’s Parcel Number 8-208-036

Site Description

Number of Stories One

Year Built 1988/1997

Gross Leasable Area (GLA) 75,295 SF

Lot Size ±12.83 Acres (558,875 SF)

Type of Ownership Fee Simple

Parking ±500 Surface Spaces

Parking Ratio 7.26 : 1,000

Topography Generally Level

Construction

Foundation Concrete Slab

Framing Wood

Exterior Painted Stucco

Parking Surface Asphalt

8-208-036APNDr M

artin Luther King Jr Blvd

Lowes Blvd

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Site Plan

1A 1B

2 7 18 20 22 24

26 28

32 34 NAPBLACK’S TIRE

AUTO SERVICENAPDOCTORS

VISIONCENTER

NAPFIRST FLIGHT

CREDIT UNION

NAP

U.S

CEL

LULA

R

Suite Tenant SF1A Books-A-Million 18,500

1B Petsmart 27,315

2 Cato 4,800

7 Shoe Carnival 9,950

18 5 Star Nails 1,250

20 Tobacco Store 1,250

Suite Tenant SF22 Ginza Japan Express 1,500

24 Gamestop 1,030

26 Athlete’s Foot 1,600

28 Sally Beauty Supply 1,600

32 Panera Bread 4,300

34 Chipotle 2,200

NAP

SUBJECT PROPERTY

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*Note: Analysis assumes Athlete’s Foot renews on 4/16 for five years at $21.45 SF/YR with 3% annual increases.

Rent Roll

Unit Tenant Lease Start Lease End SF% of GLA

Contract Rental Rate Rent Per SF Rent IncreasesOptions

Yearly Monthly Year Month Date Increases

1A Books-A-Million Sep-97 Jan-18 18,500 24.6% $143,375 $11,948 $7.75 $0.65 None None

1B Petsmart Sep-10 Sep-20 27,315 36.3% $211,691 $17,641 $7.75 $0.65 None 3x5 yrs

2 Cato Feb-16 Jan-18 4,800 6.4% $57,600 $4,800 $12.00 $1.00 None None

7 Shoe Carnival Jul-13 Jun-23 9,950 13.2% $139,300 $11,608 $14.00 $1.17 Jul-18 $144,275 2x5 yrs

18 5 Star Nails Mar-11 Feb-20 1,250 1.7% $33,800 $2,817 $27.04 $2.25 Mar-17 Mar-18 Mar-19

$35,148 $36,564 $38,028

None

20 Tobacco Store Dec-13 Dec-16 1,250 1.7% $26,523 $2,210 $21.22 $1.77 1x3 yrs

22Ginza

Japan ExpressJan-11 Jan-21 1,500 2.0% $29,850 $2,488 $19.90 $1.66

Feb-17 Feb-18 Feb-19 Feb-20

$30,744 $31,680 $32,628 $33,600

1x5 yrs

24 Gamestop Feb-05 Feb-18 1,030 1.4% $22,660 $1,888 $22.00 $1.83 None None

26 Athlete's Foot Apr-99 Mar-21 1,600 2.1% $34,320 $2,860 $21.45 $1.79

Apr-17 Apr-18 Apr-19 Apr-20 Apr-21

$35,352 $36,408 $37,512 $38,638 $39,796

None

28 Sally Beauty Supply Apr-89 Apr-19 1,600 2.1% $30,560 $2,547 $19.10 $1.59 May-17 May-18

$31,476 $32,412

None

32 Panera Bread Jan-15 Dec-24 4,300 5.7% $129,000 $10,750 $30.00 $2.50 Jan-20 $141,900 3x5 yrs

34 Chipotle Mar-15 Mar-25 2,200 2.9% $70,400 $5,867 $32.00 $2.67 Apr-20 $77,436 4x5 yrs

Totals 75,295 100.0% 929,079 $77,423 $12.34 $1.03

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INCOME DISTRIBUTION

Tenant Name In Place Rent % of Income Expiration Date

Junior Anchors

Books-A-Million $143,375 15.43% Jan-18

Petsmart $211,691 22.79% Sep-20

Cato $57,600 6.20% Jan-18

Shoe Carnival $139,300 14.99% Jun-23

Total - Anchors $551,966 59%

Shops

5 Star Nails $33,800 3.64% Feb-20

Tobacco Store $26,523 2.85% Dec-16

Ginza Japan Express $29,850 3.21% Jan-21

Gamestop $22,660 2.44% Feb-18

Athlete's Foot $34,320 3.69% Mar-21

Sally Beauty Supply $30,560 3.29% Apr-19

Total - Shops $177,713 19%

Pads

Panera Bread $129,000 13.88% Dec-24

Chipotle $70,400 7.58% Mar-25

Total - Pads $199,400 22%

Total Shopping Center $929,079 100%

Summary Tenant Profile

Anchors

Shops

Pads

National/Credit Tenant

Local/Regional Tenant

59%

87%

13%

19%

22%

Note: The property exhibits an excellent shop-to-anchor ratio as well as high performing sales volumes. Please contact the broker to get sales volumes.

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Recent Leases

Tenant Unit Terms Start Date Size (SF)Rental Rate

Term Escalations$/SF/Yr. $/SF/Mo.

Panera Bread 32 New Jan-15 4,300 $30.00 $2.50 120 Months Jan-20

Chipotle 34 New Mar-15 2,200 $32.00 $2.67 121 Months Apr-20

Cato 2 Renewal Feb-16 4,800 $12.00 $1.17 24 Months None

Athlete's Foot 26 Renewal Apr-16 1,600 $21.45 $1.79 60 Months

Apr-17 -$35,352 Apr-18 -$36,408 Apr-19 -$37,512

Apr-20 -$38,638 Apr-21 -$39,796

12,900 $23.86 $1.99

Lease Expiration Schedule

The property exhibits near term rollover in Year 2 which creates the potential to increase rents by over 50%.

Note: As shown, there has been a significant amount of new leasing in the last 12 months, with both pad sites leased to national fast service restaurants. Cato also recently renewed for a two year term. This illustrates the strong demand and limited supply for retail units in the subject’s immediate submarket.

Year Ending Sq. Ft. % of Total

1 Apr-17 1,250 1.7%

2 Apr-18 24,330 32.3%

3 Apr-19 1,600 2.1%

4 Apr-20 1,250 1.7%

Total 28,430 37.76%

5-Year Rollover100.00%

80.00%

60.00%

40.00%

20.00%

0.00%1 2 3 4 Total

Year

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AssumptionsAnalysis Period

Cash Flow Projection Begin Date May 1, 2016

Holding Period for Net Present Value 5 Years

Area Measures

Net Rentable Area in SF 75,295

General Projection Assumptions

Cost of Living Growth per Annum 3.00%

General Expense Growth per Annum 3.00%

Real Estate Tax Growth per Annum 2.00%

Market Rent Growth per Annum Yr1- 5%, Yr2-5%, Yr3-4%,

Exit Cost of Sale 3.00%

Leasing Assumptions - Shops and Restaurants

Market Rent $8 - $30/SF/Yr

Renewal Probability 75.00%

Downtime 3-6 Months

Tenant Improvement Allowance $10.00/SF - $20.00/SF

Leasing Commissions 6% N / 2% R

Free Rent None

Escalations 3% Annual Increase

10% Increase Every 5 Years

Operating Expenses NNN or 10%-15%NNN

Term 5-10 Years

Value-Add Assumptions:

1. Assumes the space currently occupied by Books-A-Million at $7.75 SF, upon expiration will be leased at $14.00 SF.

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Cash Flow Year 1 Year 2 Year 3

For the Years Ending Apr-2017 Apr-2018 Apr-2019 ___________ ___________ ___________

Potential Gross Revenue Base Rental Revenue $929,878 $970,431 $1,086,819 Absorption & Turnover Vacancy (59,045)

___________ ___________ ___________ Scheduled Base Rental Revenue 929,878 911,386 1,086,819

Expense Reimbursement Revenue Real Estate Taxes 66,786 64,842 69,486 Liability Insurance 1,239 1,213 1,354 Property Insurance 8,928 8,759 9,760 CAM/R&M 39,140 38,254 40,083 Petsmart Fixed CAM 8,297 8,546 8,802 Petsmart Fixed Insurance 8,468 8,468 8,468 Management Fees 11,474 11,189 12,516

___________ ___________ ___________ Total Reimbursement Revenue 144,332 141,271 150,469

Recycle Bins 2,700 2,781 2,864 Furniture Income 1,750 1,803 1,857 Parking Lot Income 750 773 796 Fireworks Income 3,000 3,090 3,183

___________ ___________ ___________Total Potential Gross Revenue 1,082,410 1,061,104 1,245,988 General Vacancy (6,220) (6,984)

___________ ___________ ___________Effective Gross Revenue 1,076,190 1,061,104 1,239,004

___________ ___________ ___________Operating Expenses Real Estate Taxes 71,027 72,447 73,897 Liability Insurance 2,718 2,800 2,884 Property Insurance 19,878 20,475 21,089 CAM/R&M 74,180 76,403 78,697 Management Fees 32,286 31,833 37,170

___________ ___________ ___________Total Operating Expenses 200,089 203,958 213,737

___________ ___________ ___________Net Operating Income 876,101 857,146 1,025,267

___________ ___________ ___________

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PetSmart, Inc., together with its subsidiaries, operates as a specialty retailer of products, services, and solutions for pets in the United States, Puerto Rico, and Canada. The company offers consumables, such as pet food, treats, and litter, as well as aquariums and habitats, accessories, décor, and filters for fish, birds, reptiles, and small pets.

As of March, 27, 2013, it operated 1,278 pet stores and approximately 196 in-store PetSmart PetsHotel dog and cat boarding facilities. The company also offers its products through an e-commerce and community site, PetSmart.com.

PetSmart, Inc. was founded in 1986 and is based in Phoenix, Arizona.

Source: Yahoo! Finance

Property Name Petsmart

Rentable Square Feet 27,315

Property Type Net Leased Specialty Store

Parent Company Trade Name PetSmart, Inc

Credit Rating BB+

Rating Agency Standard & Poors

Ownership Public

Revenue $6.758 Billion

Net Income $389.523 Million

Stock Symbol PETM

Board NasdaqGS

No. of Locations 1,278

No. of Employees 24,000

Headquartered Phoenix, AZ

Web Site www.petsmart.com

Year Founded 1986

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Tenant: Petsmart, Inc., a Delaware corporate

Premises: Approximately 27,315 SF

Date of Lease: November 18, 2009

Commencement Date: September 10, 2010

Lease Expiration September 30, 2020

Lease Term: Ten (10) years

Renewal Options: Three (3) Five (5) year options

Rent:

Current through September 30, 2020: $212,350Option 1 Years 11-15: $239,750Option 2 Years 16-20: $267,150Option 3 Years 21-25: 294,550*Note: Rent subject to adjustment provided gross floor area of premises differs.

Percentage Rent: None

Recapture Right:If Tenant is not open for business in any consecutive 90 day period, Landlord may recapture Tenant’s space upon 30 days advance notice.

Real Estate Taxes: Tenant to pay its pro rata share of real estate taxes, or pays taxes directly if Premises are assessed separately.

Common Area Expenses:Tenant pays its pro rata share of Common Area Expenses, plus an Administrative Fee of 10%. Tenant’s pro rata share of CAM is not to grow by more than CPI in any given year. Excludes structural repairs and management fees.

Insurance: Tenant to reimburse Landlord for its cost of commercial general liability insurance of not less than $5MM per occurrence and hazard insurance for at least 80% of the replacement cost of the Shopping Center. Tenant’s obligation to reimburse Landlord is limited at $0.30 PSF for Years 1-5 of the lease, increased by $0.02 PSF for each 5 year period thereafter.

Utilities: Tenant pays directly.

Repairs and Maintenance: Tenant to maintain Premises in good condition and repair at its own cost and expense.

Tenant Assignment and Subletting Tenant may sublease or assign the Lease, subject to Landlord’s prior approval, but remains liable for all obligations.

Co-Tenancy: Walmart Supercenter, or comparable replacement. Tenant may terminate lease or opt to pay % of gross sales if co-tenancy is not satisfied. If Tenant terminates lease, Landlord to reimburse Tenant for unamortized cost of improvements.

Lease Abstract | Petsmart

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Books-A-Million, Inc. operates as a book retailer primarily in the eastern United States. It operates in two segments, Retail Trade and Electronic Commerce Trade. The company operates superstores and traditional bookstores that offer hardcover and paperback books, magazines, toys, games, electronics, gifts, cards, collectibles, music, DVDs, and electronic devices and accessories. Its superstores also include Joe Muggs café that provides coffee, assorted pastries, and other edible items, as well as Yogurt Mountain, which offers frozen yogurt with self-serve toppings. The company also offers its products through the Internet at booksamillion.com. As of February 2, 2013, it operated 257 retail bookstores in 32 states and the District of Columbia, which include 201 superstores under the Books-A-Million, (BAM!), Books & Co., and 2nd & Charles names, in addition to 56 traditional stores under the Bookland, Books-A-Million, and BAM! names.

The company was founded in 1917 and is based in Birmingham, Alabama.

Source: Yahoo! Finance

Property Name Books-A-Million

Rentable Square Feet 18,500

Property Type Net Leased Specialty Store

Parent Company Trade Name Books-A-Million Inc.

Ownership Public

Revenue $503.787 Million

Net Income $2.545 Million

Stock Symbol PETM

Board NasdaqGS

No. of Locations 257

No. of Employees 2,400

Headquartered Birmingham, AL

Web Site www.booksamillion.com

Year Founded 1917

Tenant Overview

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Tenant: Books-A-Million, Inc., a Delaware corporation

Premises: Approximately 18,500 SF

Date Of Lease: April 24, 1997

Commencement Date: September 8, 1997

Lease Expiration: January 31, 2018

Original Lease Term: Ten (10) years

Renewal Options: Two (2) Five (5) year options (Tenant is in final option period)

Rent: Current through January 31, 2018: $143,375

Percentage Rent: 3% of Gross Sales over a natural breakpoint

Security Deposit: None

Co-tenancy:Walmart Supercenter or comparable replacement, and PetSmart. If not cured within 180 days of default, then Tenant may terminate lease, or pay 50% of its base rent.

Real Estate Taxes: Tenant to pay its pro rata share of real estate taxes.

Common Area Expenses:Tenant pays its pro rata share of Common Area Expenses, plus an Administrative Fee of 10%. Tenant’s pro rata share not to exceed 5% over the prior year’s amount.

Insurance:Tenant to reimburse Landlord for its cost of commercial general liability insurance of not less than $1MM per occurrence, $3MM general aggregate per year, plus insurance required to replace at least 80% of the Premises. Tenant to maintain insurance for at least 80% of the replacement cost of Tenant’s inventory and improvements.

Utilities Tenant pays directly.

Repairs and Maintenance Tenant to maintain Premises in good condition and repair at its own cost and expense.

Tenant Assignment and Subletting

Tenant may sublease or assign the Lease, subject to Landlord’’s prior approval, but remains liable for all obligations.

Continuous Operation If Tenant does not continuously operate for over 60 days, Landlord may recapture Tenant’s space.

Co-TenancyWalmart Supercenter and PetSmart. Tenant to pay 3% of gross sales, if co-tenancy is violated, and may terminate its lease if co-tenancy is not satisfied within 180 days of violation.

Lease Abstract | Books-A-Million

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28 | Rivertowne Square

Shoe Carnival, Inc. operates as a family footwear retailer in the United States. It offers various women’s, men’s, and children’s non-athletic footwear in various categories, including dress, casual, sport, sandals, and boots. The company also provides athletic shoes, such as running, basketball, and fitness shoes, and accessories, including handbags, shoe care items, and socks. As of July 10, 2013, it operated 367 stores in 32 states and Puerto Rico. The company also sells its products online through its Website at shoecarnival.com.

Shoe Carnival, Inc. was founded in 1978 and is headquartered in Evansville, Indiana.

Source: Yahoo! Finance

Property Name Shoe Carnival

Rentable Square Feet 9,950

Property Type Net Leased Apparel Store

Parent Company Trade Name Shoe Carnival Inc.

Ownership Public

Revenue $854.998

Net Income $29.338

Stock Symbol SCVL

Board NasdaqGS

No. of Locations 367

No. of Employees 2,000

Headquartered Evansville, IN

Web Site www.shoecarnival.com

Year Founded 1978

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Matthews Real Estate Investment Services | 29

Lease Abstract | Shoe Carnival

Tenant: Shoe Carnival, Inc., an Indiana corporation

Premises: Approximately 9,950 SF

Date Of Lease: June 4, 2012

Commencement Date:

July 1, 2013

Lease Expiration: June 30, 2023

Original Lease Term: Ten (10) years

Renewal Options: Two (2) Five (5) year option

Rent: Current through June 30, 2018: $139,300

July 1, 2018 – June 30, 2023: $144,275

Option 1 – July 1, 2023-June 30,2028: $149,250

Option 2 – July 1, 2028-June 30, 2033: $154,225

Percentage Rent: 3% of Gross Sales over a natural breakpoint

Real Estate Taxes: Tenant to pay its pro rata share of real estate taxes.

Common Area Expenses:

Tenant pays its pro rata share of Common Area Expenses, plus an Administrative Fee of 10%. Tenant’s pro rata share not to exceed 4% over the prior year’s amount.

Insurance:Tenant to reimburse Landlord for its cost of commercial general liability insurance of not less than $1MM per occurrence, $2MM aggregate, plus insurance required to replace at least 80% of the Premises. Tenant to maintain general liability insurance for up to $3MM per occurrence and special form insurance covering Tenant’s inventory and improvements.

Utilities: Tenant pays directly.

Repairs and Maintenance: Tenant to maintain Premises in good condition and repair at its own cost and expense.

Tenant Assignment and Subletting: Tenant may sublease or assign the Lease, subject to Landlord’s prior approval, but remains liable for all obligations.

Continuous Operation: If Tenant does not continuously operate for over 120 days, Landlord may recapture Tenant’s space.

Co-Tenancy: Walmart Supercenter and PetSmart, or similar replacement tenants. Tenant to pay 3% of gross sales, if co-tenancy is violated, and may terminate its lease if co-tenancy is not satisfied within 18 months of violation.

Early Termination: Tenant may terminate its lease if Gross Sales do not meet or exceed $216 PSF in the fourth Lease Year. Said notice to be given within 6 months of the fourth Lease Year, and will be effective at the end of the fifth Lease Year.

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30 | Rivertowne Square

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Matthews Real Estate Investment Services | 31

Tenant Panera Bread

Rentable Square Feet 4,300

Property Type Restaurant

Parent Company Trade Name Panera Bread Company

Ownership Public

Revenue $2.13 Billion

Stock Symbol PNRA

Board NASDAQ

No. of Locations ± 1,736

Headquartered St.Louis, MO

Web Site www.panerabread.com

Year Founded 1981

The Panera Bread® legacy began in 1981 as Au Bon Pain Co., Inc. Founded by Louis Kane and Ron Shaich. The company prospered along the East Coast of the United States and internationally throughout the 1980’s and 1990’s and became the dominant operator within the bakery-cafe category.

By 1997, it was clear that Panera Bread had the potential to become one of the leading brands in the nation. In order for Panera Bread to reach its potential, it would require all of the company’s financial and management resources. In May 1999, all of Au bon Pain Co., Inc.’s business units were sold, with the exception of Panera Bread, and the company was renamed Panera Bread. Since those transactions were completed, the company’s stock has grown thirteen-fold and over $1 billion in shareholder value has been created. www.panerabread.com

The Cato Corporation operates as a specialty retailer of fashion apparel and accessories in the Southeastern United States. The company operates in two segments, Retail and Credit. Its stores offer a range of apparel and accessories for women, including dresses, coats, shoes, lingerie, costume jewelry, and handbags, as well as dressy, career, and casual sportswear. Its stores also offer mens wear, and lines for kids and newborns. The company operates its stores primarily under the Cato, Cato Fashions, Cato Plus, Its Fashion, Its Fashion Metro, and Versona Accessories names. As of August 3, 2013, the company operated 1,306 stores in 31 states. It also provides credit cards to its customers. The Cato Corporation was founded in 1946 and is based in Charlotte, North Carolina.

Source: Yahoo! Finance

Property Name Cato

Rentable Square Feet 4,800

Property Type Net Leased Apparel Store

Parent Company Trade Name The Cato Corporation

Ownership Public

Revenue $944.048 Million

Net Income $61.668 Million

Stock Symbol CATO

Board NYSE

No. of Locations 1,306

No. of Employees 9,600

Headquartered Charlotte, NC

Web Site www.catofashions.com

Year Founded 1946

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32 | Rivertowne Square

CONFIDENTIALITY & DISCLAIMER STATEMENT

This Offer ing Memorandum contains select informat ion pertaining to the business and af fa i rs of Rivertowne Square located at 3005-3031 US Highway W 17, New Bern, NC 28562 (“Property”) . I t has been prepared by Matthews Retai l Advisors. 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 Retai l Advisors. 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 Retai l Advisors 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 Retai l Advisors 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.

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Matthews Real Estate Investment Services | 33

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3005-3031 US HIGHWAY W 17 | NEW BERN, NC 28562

El WarnerSVP, National Director

Shopping Centers DIRECT +1.310.579.9690 MOBILE +1.858.752.3078 [email protected]

License No. 01890271

Lindsay TsumpesAVP, Director

Shopping Centers DIRECT +1.310.579.9691 MOBILE +1.818.266.6763

[email protected] License No. 01954256

Kyle B. Matthews, CCIMChairman & CEO

DIRECT +1.310.919.5757 MOBILE +1.310.622.3161

[email protected] License No. 01469842

License No. (NC) 288917