a potential value add investment … · addison corporate center a 605,392+/- sf office | windsor,...

ADDISON CORPORATE CENTERA 605,392+/- SF OFFICE | WINDSOR, CT

Commercial Brokerage, Inc.

A POTENTIAL VALUE ADD INVESTMENT OPPORTUNITY

• Anticipated 34% IRR to investors over an expected 24-48 month term

• Tenants include General Electric and Sun Life

• Potential value add opportunity through lease up of vacant space

Matt [email protected]

Derek [email protected]

ADDISON CORPORATE CENTER

2Matt Mueller

[email protected]



SECTION 1 : THE OPPORTUNITY

Investment Summary

Property Profile

Executive Summary

Investment & Property Highlights

Business Plan

Property History

Tenant Summary

Capital Stack

Equity Waterfalls

Location & Market

SECTION II : ECONOMICS

Rent Roll

Pro Forma

Comparables

SECTION III : MANAGEMENT

Virtua Partners, LLC

Risk & Disclaimer

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TABLE OF CONTENTS

3Matt Mueller

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SECTION ITHE OPPORTUNITY

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6Matt Mueller

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INVESTMENT SUMMARYA Value Add Investment opportunity, projected to provide short term equity growth. Upon reaching stabilization, defined as 90% occupancy at market prevailing rates, it is expected that the property will be sold or recapitalized in 24-48 months.

Investment Strategy: Short Term Equity Growth

Investment Type: Value Add

Projected Return: 34% IRR

Term: 24-48 Months

Property Type: Office / Flex

Underlying Security: Class A Equity

Total Offering: Up to $7,500,000

Minimum Investment: $25,000

Projected Return / Hurdle Rate

IRR– Internal Rate of Return34% Investment Term

Months24-48Key Deal PointsTenants ~ GE/Alstom, ranked #11 on the Fortune 500 and Sun Life Financial, a “AA” rated credit, are the most prominent Addison tenants. These tenants are expected to continue to generate stable cash flows during the lease up of vacant space and stabilization.

Projected Value Increase ~ Addison Corporate Center intends to renew and expand its existing tenant base. In addition, the property is capitalizing on the increasing development and innovation in the “Knowledge Corridor.” Upon stabilization, Virtua Partners, LLC anticipates substantial capital appreciation up to $60-$65 MM in 24-48 months.

Greater Hartford MSA Location ~ Located in the northern submarket of the Hartford MSA, Windsor is near the Hartford CBD with access to New York City, Boston, and the Bradley International Airport. According to the Town of Windsor’s website (http://www.townofwindsorct.com/ economic development/index.php?page=241), there are more than 60,000 jobs in aerospace, finance, insurance, engineering, manufacturing and logistics within 10 miles of Windsor.

Strong Investment Hurdles ~ Investors are projected to achieve a 34% IRR upon a sale or refinance of the project in 36 months. Upon a sale or refinance Investors will have priority over Class B Equity until a 30% IRR is achieved. Once the 30% IRR hurdle is achieved, remaining distributable proceeds will be split 25% to Investors and 75% to Class B.



7Matt Mueller

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PROPERTY PROFILE

Square Feet: 605,392+/-

Floors: 4

Type: Office, Flex & Warehouse

Site: 39.47 +/- Acre Campus

Year Built: 1975; Renovated 1981

Parking: 5.8 : 1,000 (Expandable)

Lease Types: Modified Gross

MSA: Greater Hartford

Submarket: North Hartford

Major Tenants: GE/Alstom: 225,599 SF (37%) Exp 04/2020

Sun Life: 100,623 SF (17%) Exp 11/2021

Belcan: 55,931 SF (9%) Exp 07/2017

Key Features • Back-up generator plus additional back-up battery system for

uninterrupted power supply

• Electrical service from two 2,000 amp feeds

• 24/7 access

• High capacity HVAC

• Chilled water and steam produced on-site

• Full-service cafeteria serving breakfast and lunch

• 200 seat conference center available to all tenants

• Full-service fitness center with on-site staff

• Lockers, showers and saunas for men and women

• 4 elevators (3 passenger, 1 cargo)

175 Addison Road, Windsor, CT

8Matt Mueller

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EXECUTIVE SUMMARY

Virtua Partners LLC (“Virtua”) is pleased to provide qualified investors (“Investors”) with the opportunity to participate in the Addison Corporate Center (“Addison”) via a Class A Equity investment. Virtua is seeking up to $7,500,000 in Class A Equity to restructure and stabilize Addison, a 605,392+/- SF office, flex and industrial campus in Windsor CT, located within the Greater Hartford MSA. Class A Investors will receive 90% of proceeds available for distribution until a 30% IRR has been achieved.

If the 30% IRR hurdle is reached, Investors are expected to, receive 25% of available proceeds, which Virtua projects will increase Investor IRR to 34% if sold or refinanced in 36 months. The projects anticipated investment term is 24-48 months.

Virtua, in association with its affiliate Clear Vista Management which is expected to be the new asset manager, is likely to manage the property after closing. Its business plan includes refinancing with a new bridge loan, improvement of property operations, funding tenant improvement reserves, completing capital improvement projects, formation of a SPE LLC for the current tenant-in-common owners (TICS), increased occupancy and provision of additional capital to fund future leases. Current tenants such as Quest and Belcan have expressed a desire to expand or extend their leases. The property has not had the reserves to pay for tenant improvements and leasing commissions, which, Virtua, as the Sponsor, expects to provide.

Virtua is sourcing the total capital stack including, $32,000,000+/- in senior bridge financing, $10,000,000+/- of Preferred Equity, and$7,500,000 of Class A Equity to pay off the current mortgage loan which matures October 31, 2016. This capital stack is expected to fund reserves for tenant improvements, recapitalization costs, property marketing/leasing costs and capital expenses. Virtua anticipates occupancy to increase to 90% from the current 74.6%. Once expected lease extensions and increased occupancy have been achieved, the Sponsor believes Addison’s value will be more than $61,500,000 ($101.58 psf).

The current TIC owners purchased the property in October 2006 for $66,400,000 and provided an additional $9,600,000 of operating capital, for a total investment of $76,000,000. In 2011 the TIC owners found the previous operator to be mismanaging property operations and funds. Consequently, the Property had inadequate operating capital and defaulted on its Senior Loan (maturity Nov. 2016). Given that there were significant lease expirations during the year of loan maturity, and without adequate operating capital to negotiate new leases on vacant space or negotiation of lease renewals with current tenants, the TICS engaged Virtua in 2016 to step in as prospective as Sponsor and Manager. Virtua intends to provide its leadership and expertise in an attempt to restore the Property to profitability.

9Matt Mueller

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BUSINESS PLAN


1. Complete TIC Rollup: Upon completion of the rollup, Virtua will become the project Sponsor. This sponsorship change will be requiredprior to releasing investment monies, bridge financing and closing escrow.

2. Complete senior bridge financing: Virtua has received several financing quotes and is engaged with a lender. Lender due diligence will becompleted approximately September 20, 2016.

3. Fund Investment in Property: Upon and only with completion of the rollup and lender funding, Virtua will release Preferred and Class AEquity Investment funds

4. Create exceptional tenant relationships: Virtua and Clear Vista Management expect to reposition the property to begin building strongrelationships with the tenants, with emphasis on clear communication and attentiveness to tenant needs. Clear Vista also expects to create exceptional relationships and begin appropriate discussions for lease extensions and expansions with the current tenants.

5. Improve marketability: Immediately, Virtua expects to improve marketing of the Property through updating market outreach, brokerannouncements and tenant interaction. Virtua expects to reposition the Property to retain current tenants while increasing the leasing traffic for new tenants.

6. Improve operations and reduce costs: Clear Vista expects to undertake a comprehensive operating cost study. Virtua and Clear Vistabelieve reducing costs increases tenant retention, thereby increasing overall property value.

7. Negotiate lease renewals and extensions: Virtua believes many of the current tenants are in various stages of discussion with Addison’slisting brokers on lease renewals or space expansion. In Virtua’s opinion, the current owners of the Property have not had the financial resources to complete the capital improvements necessary to complete these negotiations. Virtua expects to immediately engage in efforts to complete new leases with current tenants.

8. Launch new marketing program: Virtua expects to quickly and comprehensively re-market the project, including broker and tenantannouncements.

9. Stabilize project: By executing the leasing program, improving operations and funding quality improvements, Virtua expects to stabilizethe project, increase property value and investor returns.

10. Sell or refinance upon stabilization: Once stabilized, Virtua plans to monetize the investment in order to achieve the investment andunderwriting objectives and realize the investor returns/IRRs projected by Virtua.

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Matt Mueller619-764-9640

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11Matt Mueller

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CLASS A EQUITY INVESTMENT & PROPERTY HIGHLIGHTSSituated within the Day Hill Road corporate area, 175 Addison Road was designed to project a professional, corporate office campus environment near four major hotels and a north market location less than 1/2 mile from Interstate 91. The region is home to a number of corporate entities including Amazon, Voya, Travelers, The Hartford, SS&C, Permasteelisa, Kaman Aerospace, Veritiv, Konica Minolta, Cigna, Alstom Power, TJ Maxx/Home Goods and Pepperidge Farms.

Potential Leasing Upside: Virtua expects this Class A rated property will generate favorable market rents. According to Jones Lang LaSalle, market lease lease rates have increased 2.76% Q1 2016 over Q2 2016.2

Economic Coverage: Stabilized economics have a projected debt yield of 15.6% and NOI of $5.4 MM.

Employment Growth: Windsor’s Redevelopment Agency notes that between 2005 and 2015, the number of jobs in Windsor increased by 33.5% from 18,636 to 24,883. Average annual wages in Windsor have increased by 23.1% between 2005 and 2015 from $60,415 to $74,360.3

Location: Located in New England’s Knowledge Corridor, Addison is situated between Hartford, CT and Springfield, MA on Interstate I-91 and adjoining Bradley International Airport.3

Demographics: Windsor ranks fifth among Hartford area communities in total nonretail employment. The average annual wage for jobs in Windsor is $70,000.3

Development: Over the last ten years, approximately five million square feet of new commercial space was constructed in the Hartford market. In addition, more than 580 new hotel rooms were built to serve the growing business community. A variety of initiatives are underway to further improve highway access, manage transportation demand and enhance community livability.3

Commuter Access: Windsor is served by seven interstate highway exits, six park & ride facilities, intercity passenger rail service, commuter bus service, and adjacent Bradley International Airport.4

CLASS AEQUITY INVESTMENTTotal Offering: $7,500,000

Minimum Investment: $25,000 Equity Participation: 90% to a 30% IRR Term: 3 Years, with two 1 yr. options

Anticipated Return: 34% IRRCurrent Distributions: None

PROJECTED STABILIZED ECONOMICS ECONOMICS BRIDGE &

PREFERRED EQUITYLTV: 68.2%DY: 11.21%

DSCR: 1.45+Loan/SF: $69.24

FINANCIAL SNAPSHOTProjected T12 NOI: $4,869,254

Projected Stabilized Y2 NOI: $5,697,881 Projected Y3 NOI: $5,907,505

Projected TILC: $4,000,000Current Occupancy: 74.6%

Expected Stabilized Occupancy: 93.0%

12Matt Mueller

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TENANT SUMMARY

GE / Alstom has occupied Addison since 2010. Ranked #11 on the Fortune 500, GE has a market value of over $295B and 2015 revenues of $117B. GE completed its $14B purchase of Alstom’s power and grid business in 2015.

According to GE’s website, www.ge.com, from which the following information has been reprised, GE considers the acquisition of Alstom’s power & grid businesses as an important step in GE’s transformation to a Digital Industrial Company, one that is changing industry with software-defined machines and solutions that are connected, responsive and predictive. With more than 300,000 people operating in 175 countries, GE is the world’s Digital Industrial Company, transforming industry with software-defined machines and solutions that are connected, responsive and predictive.

With the addition of Alstom’s power & grid businesses, GE is now able to deliver one of the most comprehensive technology offerings in the energy sector for customers. Strategically, Alstom and GE’s power and grid technology and geography combined will enable many new opportunities to create value for customers, with:

• Approximately 1,500 GW of installed base power generation, a 50% increase in GE’s current installed base • One of the broadest and deepest renewables portfolios in the industry • Improved total thermal power plant design capability • Broader grid portfolio with the footprint and scale to compete globally • Stronger and expanded capabilities to provide project expertise and financing for power projects • Big data and analytics to improve performance of the installed base • Shared expertise and technology of the GE Store to drive growth

About GE PowerGE Power is a world leader in power generation with deep domain expertise to help customers deliver electricity from a wide spectrum of fuel sources. GE is transforming the electricity industry with the digital power plant, the world’s largest and most efficient gas turbine, full balance of plant, upgrade and service solutions as well as our data-leveraging software. GEs innovative technologies and digital offerings help make power more affordable, reliable, accessible and sustainable.

About GEGE (NYSE: GE) is the world’s Digital Industrial Company, transforming industry with software-defined machines and solutions that are connected, responsive and predictive. GE is organized around a global exchange of knowledge, the “GE Store,” through which each business shares and accesses the same technology, markets, structure and intellect. Each invention further fuels innovation and application across our industrial sectors. With people, services, technology and scale, GE delivers better outcomes for customers by speaking the language of industry.

• 225,599+/- SF• Tenant since 2010• Expires 4/30/2020• #11 Fortune 500

13Matt Mueller

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TENANT SUMMARY

According to the website of Sun Life Financial at www.sunlife.com, Sun Life has been a leading international provider of protection and wealth products and services to individual and corporate customers for 150 years. Sun Life has a worldwide presence serving millions of customers throughout key markets, such as Canada, the United States, the United Kingdom, Ireland, Hong Kong, the Philippines, Japan, Indonesia, India, China, Malaysia, Vietnam and Bermuda. Sun Life helps these customers achieve financial peace, and provide financial solutions with products including life insurance, health, dental and disability insurance, education savings, medical insurance, investing and retirement planning services, annuities, and a host of other financial security products, specifically designed for various life stages and goals. Sun Life earned more than $2.25 Billion in revenue in 2015, and is publicly traded on the Toronto and New York Stock Exchange.*

Belcan, according to their website at www.belcancorporation.com, supplies engineering consultancy services and technical staffing solutions around the globe. With nearly 60 years of success, Belcan provides their services to a diverse spectrum of industries including medical, industrial, aerospace and military & defense. Belcan has 55 locations and 7,000 employees worldwide that serve over 600 active clients. Since being founded in 1958, Belcan has had great business success through their dedication to clients and employees, and their commitment to engineering better outcomes.

CDI Corporation, according to their website at www.cdicorp.com, aims to deliver extraordinary outcomes with their clients through engineering, staffing, and technology solutions. With locations in the United States, Canada, and the United Kingdom CDI Corporation offers an array of engineering design project solutions, information technology project solutions and managed services, specialty technology staff augmentation, and program and managed staffing services. The company deals with many clients across multiple industries, including energy, chemicals, infrastructure, aerospace, industrial equipment, technology, as well as municipal and state governments, and the U.S. Department of Defense.

According to the website of QuEST Global Solutions’ website at www.quest-global.com, QuEST Global Solutions is a trusted, global engineering solutions leader, with more than 7,500 employees across nine countries. With a diversified global footprint, QuEST is able to partner with companies across various industries, including Aero Engines, Aerospace & Defense, Transportation, Medical Devices, Power, Oil and Gas and other industries. With a single-minded customer focus and ensuing trust, the company strives to deliver solutions throughout the entire product life cycle.

• 100,623 SF• Tenant since 2011• Expires 11/30/2021• S&P Rated AA-

• 55,931 SF• Expires 7/31/2017• Tenant since 2012



14Matt Mueller

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PROPERTY HISTORY


The Addison Corporate Center is a 605,392+/- square foot office and industrial complex located at 175 Addison Road in the city of Windsor, Connecticut. The owners bought the property in 2006 for $66,400,000 through a tenant-in-common ownership structure.

In addition to $23,000,000 of equity, the property was purchased with a $53,000,000 acquisition loan with 5 years of interest only for a fully loaded transaction of $76,000,000. This loan was subsequently sold through a loan securitization.

In 2011 the TIC owners found the previous manager to be mismanaging property operations and funds. Consequently the Property had inadequate operating capital, and defaulted on its Senior Loan.

Given that there were significant lease expirations during the year of loan maturity (Nov. 2016), and without adequate operating capital for leasing vacancies or negotiation of lease renewals, the TICS engaged Virtua to step in as prospective Sponsor and Manager, as well as to provide its leadership and expertise to attempt to restore the Property to profitability.

15Matt Mueller

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WINDSOR, CONNECTICUT

According to the Town of Windsor’s Economic department website, www.townofwindsorct.com/economicdevelopment, careful planning has made Windsor what it is today: a beautiful suburban town with a pristine corporate area, very desirable residential areas and expansive public open space. Windsor, rich in history and sense of community, also offers unequaled corporate infrastructure and an educated, motivated work force. Government is by local people who maintain an absolute commitment to listen and be responsive to the needs of its corporate customers.

Windsor is a community of comfortable, diverse neighborhoods with a variety of housing styles and prices ranging from apartments and condominiums to executive homes and from affordable to luxury. Windsor offers a place to live for everyone.

Prominent firms like Amazon.com, Alstom, VOYA, Hartford Financial, Westinghouse, CIGNA, SS&C, Walgreens and many smaller dynamic enterprises have operations in town.

Strong retail centers with more than 40 restaurants, two community shopping centers and numerous specialty stores located in Windsor, residents can find the dining and shopping options they need in town. And for additional shopping options, three large regional malls are less than twenty minutes away.

Windsor’s culture, arts and entertainment venues include two public libraries, summer concerts on the green, Loomis Arts Center, and Windsor Arts Center, three museums, and a number of historic buildings and sites.

MSA AT A GLANCEPopulation : 29,886

Median Income : $80,371

Unemployment : 4.8%

College Degrees : 30.9% of adults

*http://www.city-data.com/city/Windsor-Connecticut.html**http://www.townofwindsorct.com/economicdevelopment/index.php?page=241


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MARKET OVERVIEW

According to Avison Young reports at http://www.avisonyoung.com/offices/hartford, Hartford, the capital of Connecticut, is located in Hartford County in the center of the state, midway between Boston to the north and New York City to the south. The metropolitan region’s stable economy draws its strength from a diverse business and industrial community and ranks No. 1 in the world in GDP per capita and second in labor productivity. Hartford is home to an extensive list of major high-tech manufacturing firms producing such complex products as aircraft engines, nuclear reactors, space suits and missile components. Nicknamed the “Insurance Capital of the World”, metro Hartford is the historic international center of the insurance industry with companies such as Aetna Inc., The Hartford Financial Services Group, Travelers Property Casualty Corp., CIGNA, and The United Health Care Company based in the city.

Though leasing activity is behind that of neighboring metropolitan areas, Hartford’s strong intellectual capital make it a promising spot for future commercial real estate investment. The city’s prime location between the hubs of New York City, Providence and Boston, as well as proximity to schools such as Trinity College, University of Hartford, Central Connecticut State University and the University of Connecticut continually attract first-time investors.

With Hartford’s traditionally high vacancy rates, pressure is focused on landlord representatives to fill the approximately 25 million square-foot market, while tenant representatives have an easier time finding space and servicing their clients. The city’s prime location between major northeast metropolitan hubs is increasingly attracting more technology-based tenants.

As of the 1st Quarter 2016, the Class A office vacancy rate for the northern submarket was 19.6%, and the Class A office vacancy rate for all of suburban Greater Hartford was 15.5% compared to the 20% vacancy rate for Windsor Class A office as a whole. When comparing the average asking rental rate for Class A space in Windsor with the average rates for all suburban Class A space, Windsor comes in at $16.00-$19.00/SF Gross, which is $2-$3/SF less than average rates for all space.


CORPORATE OWNED INVENTORY

2.6 MILLIONSQUARE FEET

TOTAL OFFICE INVENTORY

3.1 MILLION SQUARE FEET

GREATER HARTFORD NORTH

SUBURBAN OFFICE MARKET STATS

TOTAL CLASS A INVENTORY

1.96 MILLION SQUARE FEET

TOTAL CLASS A VACANCY

385,082 SFOR 19.6%

TOTAL OFFICE LEASING ACTIVITY

108,000 SQUARE FEET

AVERAGE CLASS A ASKING RATE

$16.14 PERSQUARE FOOT

* Graph Source : CBRE Report dated June 20, 2016

17Matt Mueller

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MARKET HIGHLIGHTS ~ OFFICE


According to JLL’s Q2 2016 Office Market Statistics, Windsor is located within the northern submarket of the Greater Hartford MSA. Windsor and its surrounding communities to the north and south, is part of the interstate region spanning I-91 and the Connecticut River referred to locally as the “Knowledge Corridor”.

• Vacancy has decreased to 16.2%.*• Hartford office rents improved $0.57 or 2.76% quarter over quarter to $21.25 PSF.*• Hartford Class A rates ended the quarter at $22.48 PSF.*• Of all submarkets, Northern Hartford submarket boasted the highest average asking rent at $20.89 PSF.*• Hartford unemployment rate is lower than the U.S. average ending the year at 4.8%.• According to Metro Hartford Alliance, New England’s Knowledge Corridor strives to retain the Region’s 26,000 annual college graduates.

Hartford Employment

Hartford Unemployment

U.S. Unemployment

HARTFORD OFFICE

Economic IndicatorsQ4 14

583k

6.0%

5.8%

Q4 15

590k

4.8%

5.0%

12 Month Forecast

*JLL Q2 2016 Office Market Statistics

18Matt Mueller

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*http://www.townofwindsorct.com/towninfo/visitors.php


MARKET HIGHLIGHTS ~ OFFICE

According to the Town of Windsor’s website, www.townofwindsorct.com/towninfo/visitors.php, Windsor, located six miles north of Hartford, covers a 31.1 square mile area on the west bank of the Connecticut River, located an equal distance from New York City and Boston. The Town is only minutes from Bradley International Airport and is also well served by a main-line railway between Boston and New York. Interstate 91, a major expressway to New York and northern New England, traverses the Town and has seven interchanges within the Town’s borders. The Connecticut Turnpike, the Massachusetts Turnpike and the New York Thruway are also easily accessible.

COMMUTE TIMESNew York City Drive Time: 2 H 9 Min

Boston Drive Time: 1 H 37 Min

Bradley International Airport Drive Time: 12 Min

Springfield, MA Drive Time: 21 Min


SECTION IIECONOMICS

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20Matt Mueller

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CAPITAL STACK


Class A Equity Investment:

Preferred Equity:

Senior Financing:

Virtua anticipates the project will provide near term equity growth. Virtua is seeking a Total ClassA Offering Amount of $7,500,000. According to the proposed terms of the Class A Investment,Investors will receive 90% of proceeds after the Preferred Equity investment is retired until theInvestors achieve a 30% IRR. Thereafter, proceeds will be split between Investors receiving 25%and Class B Members receiving 75%. Virtua anticipates Investors will receive a total 34% IRR in 36months. The Investor position is subordinate to the Preferred Equity interests.

The Preferred Equity (“Preferred Equity”) is anticipated to be provided by an institutional equityinvestor, in the amount of $10,000,000+/-. Said investment will be subordinate to the seniorfinancing and hold priority to Investors and Class B Members. In exchange for the $10,000,000investment, Preferred Equity will earn a preferred return of 15% and thereafter 10% of proceeds.

Virtua has entered into an agreement for Senior Financing subject to lender due diligence. SeniorFinancing is anticipated to be $32,000,000 provided under the following terms.

Amount: $32,000,000Rate: Libor +3.75%Term: 3+1+1Amortization: Interest OnlyReserves: $4MM TI/LC/CapX

Class A Equity Investment

Preferred Equity

Senior Financing

Total Capitalization

$7,500,000

$10,000,000

$32,000,000

$49,500,000

SeniorFinancing

Pref. Eq.

Class A

21Matt Mueller

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PROJECT SOURCES & USES

22Matt Mueller

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EQUITY WATERFALLS


After the payment of property related expenses, the project Net Cash Flow from operations and capital transactions (sale or refinance), shall be distributed in the following priority:

Fourth

First Repayment of the senior loan, interest and any other applicable expenses.

Second Preferred Equity ~ Paying a 15% Preferred Return until the Preferred Equity investment is paid off in full

Third 90% of proceeds to Class A Equity Investors / 10% to Preferred Equity, until Class A Equity Investors receive an IRR of30%

Thereafter, proceeds are to be paid 25% to Class A Equity Investors / 75% to Class B Members.

Definitions related to the waterfall:

Class A Equity Investors: Investors related to the subject offering, Addison NC, LLCClass B Member: The previous Tenant In Common investorsCapital Transaction: A sale or refinance of the projectIRR: Internal Rate of ReturnNet Cash Flow: Income and rents generated by the operation of the property less expenses, debt service and reserves Preferred Equity: $10,000,000 investment further described on page 20Proceeds: Monies available for distribution after the Preferred Equity has been paid off in full. Threshold: A minimum rate of return paid to Investors before Class B Members receive any proceeds

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EQUITY WATERFALL

Class A Equity Contribution Net of Closing Fees & Expenses Class A Equity Total Funding (Gross) $7,500,000 100.00%

Broker/Dealer Fees (Monarch Bay) ($75,000) 1.00% Crowdstreet Marketplace ($35,000) 0.47% Fee to Company Manager ($50,000) 0.67% Entity Formation Fees ($78.075) 1.04% Legal Fees ($150,000) 2.00% Project Sponsorship Fees ($175,000) 2.33% Loan Guarantee and Asset Management Fees ($332,500) 4.43%

Total Fees and Expenses From Closing ($895,575) 11.94% Class A Equity Total Funding (Net) $6,604,425 88.06%

Current Year 1 Year 2 Year 3 Year 4 Year 5

In Place Sep-2017 Sep-2018 Sep-2019 Sep-2020 Sep-2021

Potential Gross Revenue

Base Rental Revenue $8,166,634 $8,991,803 $9,180,339 $9,341,827 $9,468,678

Absorption & Turnover Vacancy ($158,471) $0 ($30,483) ($90,627) ($22,170)

Base Rent Abatements ($261,671) ($204,348) ($22,862) ($67,971) ($16,627)

Scheduled Base Rental Revenue $7,553,832 $7,746,492 $8,787,455 $9,126,994 $9,183,229 $9,429,881

Expense Reimbursement Revenue $1,410,960 $1,612,260 $1,673,509 $1,741,415 $1,631,740 $1,496,920

$0 $0 $0 $0 $0

Other Tenant Income $12,750 $12,750 $13,133 $13,526 $13,932 $14,350

Service Income $5,000 $5,000 $5,150 $5,305 $5,464 $5,628

Other Income $7,000 $7,000 $7,210 $7,426 $7,649 $7,879

Alstom TI Amort $709,116 $709,116 $709,116 $650,023 $0 $0

Triumph Ti Amort $51,097 $51,097 $68,129 $68,129 $68,129 $68,129

Total Potential Gross Revenue $9,749,755 $10,143,715 $11,263,702 $11,612,818 $10,910,143 $11,022,787

General Vacancy 7.0% $0 ($387,545) ($596,976) ($586,612) ($492,414) ($563,213)

Effective Gross Revenue $9,749,755 $9,756,170 $10,666,726 $11,026,206 $10,417,729 $10,459,574

Operating Expenses

Cleaning $17.70 $760,000 $760,000 $782,800 $806,284 $830,473 $855,387

R & M $5.36 $230,000 $230,000 $236,900 $244,007 $251,327 $258,867

Utilities $40.40 $1,735,000 $1,735,000 $1,787,050 $1,840,662 $1,895,881 $1,952,758

Roads & Grounds $6.52 $280,000 $280,000 $288,400 $297,052 $305,964 $315,142

Security $2.33 $100,000 $100,000 $103,000 $106,090 $109,273 $112,551

Administrative $15.69 $674,000 $674,000 $694,220 $715,047 $736,498 $758,593

Property Management $4.54 $195,123 $195,123 $213,335 $220,524 $208,355 $209,191

Real Estate Taxes $16.30 $700,000 $700,000 $721,000 $742,630 $764,909 $787,856

Insurance $2.68 $115,000 $115,000 $118,450 $122,004 $125,664 $129,434

Other Insurance $0.35 $15,000 $15,000 $15,450 $15,914 $16,391 $16,883

License $0.19 $8,000 $8,000 $8,240 $8,487 $8,742 $9,004

Total Operating Expenses $112.05 $4,812,123 $4,812,123 $4,968,845 $5,118,701 $5,253,477 $5,405,666

Addison Corporate Center

8/30/2016 | 2:15 PMAnnual Cash Flow 3 Year

LCA Underwriting - Addison 8.30.16 - 4yr WELLS

Net Operating Income $4,937,632 $4,944,047 $5,697,881 $5,907,505 $5,164,252 $5,053,908

Yield on Cost 10.1% 11.6% 12.1% 10.5% 10.3%

Net Residual Sales Proceeds 7.75% $62,789,254

Leasing & Capital Costs

Tenant Improvements $3,384,557 $835,330 $156,000

Leasing Commissions $844,370 $306,645 $57,267

Legal/Professional/Owner $50,000 $51,500 $53,045

Assest Management $146,343 $160,001 $165,393

Capital Expense $121,078 $124,711 $128,452

Total Leasing & Capital Costs $4,546,348 $1,478,187 $560,157

Cash Flow Before Debt Service $397,699 $4,219,694 $68,136,602

Bridge Loan Summary

Beginning Loan Balance $28,000,000 $32,000,000 $32,000,000

CapEX/TI/LC Reserve Draws $4,000,000 $0 $0 $0

Interest Accrued 4.25% $1,190,000 $1,360,000 $1,360,000

Interest Paid Current ($1,190,000) ($1,360,000) ($1,360,000)

Loan Payoff $0 $0 ($32,000,000)

Ending Loan Balance $32,000,000 $32,000,000 $0

Leasing Reserve

Beginning Balance $0 $679,161 $445,274

Reserve Contribution $1.50 $908,088 $908,088 $908,088

Reserve Draw ($228,927) ($1,141,975) ($213,267) $0

Ending Balance $679,161 $445,274 $1,140,095

Net Cash Flow $2,528,538 $3,093,581 $35,221,876

Notes:

1. 5.3% General vacancy was used in argus along with 1.7% static vacancy for a combined 7%

2. Year 3 - Alstom TI Loan income discontinues in August 2019, which is currently $709k per year. Alstom small lease assumed to extend

3. Year 4 - Alstom large lease is assumed to extend but the property no longer receives TI Loan Income



Year 1 Year 2 Year 3 Year 4 Year 5

Total Project Level Cash Flow ($17,500,000) $2,528,538 $3,093,581 $35,221,876 $0 $0

Project Profit $23,343,995

Project IRR / CoC 36.10% 14% 18% 201% 0% 0%

Project Multiple 2.33x

Cash Flow Available for Preferred Equity Return $2,528,538 $3,093,581 $35,221,876 $0 $0

Preferred Equity Return $0 $0 $0 $0 $0

Preferred Equity Return Accural 15% $1,500,000 $1,345,719 $1,083,540 $0 $0

Preferred Equity Return Paid ($1,500,000) ($1,345,719) ($1,083,540) $0 $0

Ending Preferred Equity Return Balance $0 $0 $0 $0 $0

Proceeds Available for Preferred Equity Return of Capital $1,028,538 $1,747,862 $34,138,336 $0 $0

Preferred Equity Beginning Balance $10,000,000 $10,000,000 $8,971,462 $7,223,600 $0 $0

Preferred Equity Contributions $0 $0 $0 $0 $0

Preferred Equity Return of Capital ($1,028,538) ($1,747,862) ($7,223,600) $0 $0

Ending Preferred Equity Balance $8,971,462 $7,223,600 $0 $0 $0

Proceeds Available for Preferred Equity Kicker $0 $0 $26,914,735 $0 $0

Preferred Equity Kicker 10% $0 $0 $2,691,474 $0 $0

Remaining Proceeds to Distribute 90% $0 $0 $24,223,262 $0 $0

Proceeds Available for Investors : Class A Equity $0 $0 $24,223,262 $0 $0

Class A Equity Return Beginning Balance $0 $2,250,000 $5,175,000 $0 $0

Class A Equity Return Accrual 30% $2,250,000 $2,925,000 $3,802,500 $0 $0

Class A Equity Return Paid $0 $0 ($8,977,500) $0 $0

Ending Class A Equity Return Balance $2,250,000 $5,175,000 $0 $0 $0

Proceeds After 30% IRR Hurdle $0 $0 $15,245,762 $0 $0

Class A Equity Beginning Balance $7,500,000 $7,500,000 $7,500,000 $7,500,000 $0 $0

Class A Equity Contributions $0 $0 $0 $0 $0

Class A Equity Return of Capital $0 $0 ($7,500,000) $0 $0

Ending Class A Equity Balance $7,500,000 $7,500,000 $0 $0 $0

Proceeds Available for Split After 30% IRR Hurdle $0 $0 $7,745,762 $0 $0

Class B 75% $0 $0 $5,809,321 $0 $0

Investor : Class A Equity 25% $0 $0 $1,936,440 $0 $0

Preferred Equity Return Summary

Preferred Equity Cash Flow ($10,000,000) $2,528,538 $3,093,581 $10,998,614 $0 $0

Preferred Equity Profit $6,620,733

Preferred Equity IRR 23.06%

Preferred Equity Multiple of Capital 1.66x

Investors: Class A Equity Return Summary

Class A Equity Cash Flow ($7,500,000) $0 $0 $18,413,940 $0 $0

Class A Equity Profit $10,913,940

Class A Equity IRR 34.91%

Class A Equity Multiple of Capital 2.46x


Anticipated Distribution Waterfall

8/30/2016 | 12:32 PMEquity Waterfall 3 Year


Current Year 1 Year 2 Year 3 Year 4 Year 5

In Place Sep-2017 Sep-2018 Sep-2019 Sep-2020 Sep-2021

Potential Gross Revenue

Base Rental Revenue $8,166,634 $8,991,803 $9,180,339 $9,341,827 $9,468,678

Absorption & Turnover Vacancy ($158,471) $0 ($30,483) ($90,627) ($22,170)

Base Rent Abatements ($261,671) ($204,348) ($22,862) ($67,971) ($16,627)

Scheduled Base Rental Revenue $7,553,832 $7,746,492 $8,787,455 $9,126,994 $9,183,229 $9,429,881

Expense Reimbursement Revenue $1,410,960 $1,612,260 $1,673,509 $1,741,415 $1,631,740 $1,496,920

$0 $0 $0 $0 $0

Other Tenant Income $12,750 $12,750 $13,133 $13,526 $13,932 $14,350

Service Income $5,000 $5,000 $5,150 $5,305 $5,464 $5,628

Other Income $7,000 $7,000 $7,210 $7,426 $7,649 $7,879

Alstom TI Amort $709,116 $709,116 $709,116 $650,023 $0 $0

Triumph Ti Amort $51,097 $51,097 $68,129 $68,129 $68,129 $68,129

Total Potential Gross Revenue $9,749,755 $10,143,715 $11,263,702 $11,612,818 $10,910,143 $11,022,787

General Vacancy 7.0% $0 ($387,545) ($596,976) ($586,612) ($492,414) ($563,213)

Effective Gross Revenue $9,749,755 $9,756,170 $10,666,726 $11,026,206 $10,417,729 $10,459,574

Operating Expenses

Cleaning $17.70 $760,000 $760,000 $782,800 $806,284 $830,473 $855,387

R & M $5.36 $230,000 $230,000 $236,900 $244,007 $251,327 $258,867

Utilities $40.40 $1,735,000 $1,735,000 $1,787,050 $1,840,662 $1,895,881 $1,952,758

Roads & Grounds $6.52 $280,000 $280,000 $288,400 $297,052 $305,964 $315,142

Security $2.33 $100,000 $100,000 $103,000 $106,090 $109,273 $112,551

Administrative $15.69 $674,000 $674,000 $694,220 $715,047 $736,498 $758,593

Property Management $4.54 $195,123 $195,123 $213,335 $220,524 $208,355 $209,191

Real Estate Taxes $16.30 $700,000 $700,000 $721,000 $742,630 $764,909 $787,856

Insurance $2.68 $115,000 $115,000 $118,450 $122,004 $125,664 $129,434

Other Insurance $0.35 $15,000 $15,000 $15,450 $15,914 $16,391 $16,883

License $0.19 $8,000 $8,000 $8,240 $8,487 $8,742 $9,004

Total Operating Expenses $112.05 $4,812,123 $4,812,123 $4,968,845 $5,118,701 $5,253,477 $5,405,666

Addison Corporate Center



Net Operating Income $4,937,632 $4,944,047 $5,697,881 $5,907,505 $5,164,252 $5,053,908

Yield on Cost 10.1% 11.6% 12.1% 10.5% 10.3%

Net Residual Sales Proceeds 7.75% $66,635,510

Leasing & Capital Costs

Tenant Improvements $3,384,557 $835,330 $156,000 $1,942,910

Leasing Commissions $844,370 $306,645 $57,267 $1,903,346

Legal/Professional/Owner $50,000 $51,500 $53,045 $54,636

Assest Management $146,343 $160,001 $165,393 $156,266

Capital Expense $121,078 $124,711 $128,452 $132,306

Total Leasing & Capital Costs $4,546,348 $1,478,187 $560,157 $4,189,464

Cash Flow Before Debt Service $397,699 $4,219,694 $5,347,348 $67,610,298

Bridge Loan Summary

Beginning Loan Balance $28,000,000 $32,000,000 $32,000,000 $32,000,000

CapEX/TI/LC Reserve Draws $4,000,000 $0 $0 $0

Interest Accrued 4.25% $1,190,000 $1,360,000 $1,360,000 $1,360,000

Interest Paid Current ($1,190,000) ($1,360,000) ($1,360,000) ($1,360,000)

Loan Payoff $0 $0 $0 ($32,000,000)

Ending Loan Balance $32,000,000 $32,000,000 $32,000,000 $0

Leasing Reserve

Beginning Balance $0 $679,161 $445,274 $1,140,095

Reserve Contribution $1.50 $908,088 $908,088 $908,088 $908,088

Reserve Draw ($228,927) ($1,141,975) ($213,267) ($2,048,183)

Ending Balance $679,161 $445,274 $1,140,095 $0

Net Cash Flow $2,528,538 $3,093,581 $3,292,527 $35,390,393

Notes:

1. 5.3% General vacancy was used in argus along with 1.7% static vacancy for a combined 7%

2. Year 3 - Alstom TI Loan income discontinues in August 2019, which is currently $709k per year. Alstom small lease assumed to extend

3. Year 4 - Alstom large lease is assumed to extend but the property no longer receives TI Loan Income



Year 1 Year 2 Year 3 Year 4

Total Project Level Cash Flow ($17,500,000) $2,528,538 $3,093,581 $3,292,527 $35,390,393

Project Profit $26,805,039

Project IRR / CoC 30.36% 14% 18% 19% 202%

Project Multiple 2.53x

Cash Flow Available for Preferred Equity Return $2,528,538 $3,093,581 $3,292,527 $35,390,393

Preferred Equity Return $0 $0 $0 $0

Preferred Equity Return Accural 15% $1,500,000 $1,345,719 $1,083,540 $752,192

Preferred Equity Return Paid ($1,500,000) ($1,345,719) ($1,083,540) ($752,192)

Ending Preferred Equity Return Balance $0 $0 $0 $0

Proceeds Available for Preferred Equity Return of Capital $1,028,538 $1,747,862 $2,208,987 $34,638,201

Preferred Equity Beginning Balance $10,000,000 $10,000,000 $8,971,462 $7,223,600 $5,014,613

Preferred Equity Contributions $0 $0 $0 $0

Preferred Equity Return of Capital ($1,028,538) ($1,747,862) ($2,208,987) ($5,014,613)

Ending Preferred Equity Balance $8,971,462 $7,223,600 $5,014,613 $0

Proceeds Available for Preferred Equity Kicker $0 $0 $0 $29,623,587

Preferred Equity Kicker 10% $0 $0 $0 $2,962,359

Remaining Proceeds to Distribute 90% $0 $0 $0 $26,661,229

Proceeds Available for Investors : Class A Equity $0 $0 $0 $26,661,229

Class A Equity Return Beginning Balance $0 $2,250,000 $5,175,000 $8,977,500

Class A Equity Return Accrual 30% $2,250,000 $2,925,000 $3,802,500 $4,943,250

Class A Equity Return Paid $0 $0 $0 ($13,920,750)

Ending Class A Equity Return Balance $2,250,000 $5,175,000 $8,977,500 $0

Proceeds After 30% IRR Hurdle $0 $0 $0 $12,740,479

Class A Equity Beginning Balance $7,500,000 $7,500,000 $7,500,000 $7,500,000 $7,500,000

Class A Equity Contributions $0 $0 $0 $0

Class A Equity Return of Capital $0 $0 $0 ($7,500,000)

Ending Class A Equity Balance $7,500,000 $7,500,000 $7,500,000 $0

Proceeds Available for Split After 30% IRR Hurdle $0 $0 $0 $5,240,479

Class B 75% $0 $0 $0 $3,930,359

Investor : Class A Equity 25% $0 $0 $0 $1,310,120

Preferred Equity Return Summary

Preferred Equity Cash Flow ($10,000,000) $2,528,538 $3,093,581 $3,292,527 $8,729,164

Preferred Equity Profit $7,643,810

Preferred Equity IRR 21.58%

Preferred Equity Multiple of Capital 1.76x

Investors : Class A Equity Return Summary

Class A Equity Cash Flow ($7,500,000) $0 $0 $0 $22,730,870

Class A Equity Profit $15,230,870

Class A Equity IRR 31.94%

Class A Equity Multiple of Capital 3.03x


Anticipated Distribution Waterfall

8/30/2016 | 1:18 PMEquity Waterfall 4 Year


Addison Corporate CenterBase CaseRent Roll

Threshold: $100.00Violations: 0

Lease Lease Current Recovery Contract Market % of Expiration AssignedTenant Name Status Suite # Start End SF Date SF $/SF Rent/Yr Method Rent Rent Market Assumption MLA

Ace Contract 1 10/1/16 11/30/18 10,141 10/1/16 10,141 18.25 185,076 Ace $19.25 $18.04 106.71% Market MLA 112/1/16 18.7512/1/17 19.25

Cafe Contract 12 10/1/16 12/31/17 15,041 10/1/16 15,041 0.00 0 None $0.00 $0.00 0.00% Market Cafe

Maintenance Office Contract 13 10/1/16 12/31/30 500 10/1/16 500 0.00 0 None Expires after Report Term Market MLA 1Rent continues after Report Term

Janitorial Office Contract 14 10/1/16 12/31/30 1,406 10/1/16 1,406 0.00 0 None Expires after Report Term Market MLA 1Rent continues after Report Term

Belcan 8K Contract 18 10/1/16 7/31/17 8,437 10/1/16 8,437 17.50 147,648 None $17.50 $17.00 102.94% Market MLA 1

CDI Corporation Contract 19 10/1/16 2/29/20 18,223 10/1/16 18,223 17.25 314,352 CDI 18K $18.75 $18.58 100.91% Market MLA 16/1/17 17.756/1/18 18.256/1/19 18.75

CDI Corporation ExpansionContract 19 3/1/17 2/29/20 11,049 3/1/17 11,049 17.25 CDI 11K $18.75 $18.58 100.91% Market MLA 16/1/17 17.756/1/18 18.256/1/19 18.75

Alstom Contract 2 10/1/16 4/30/20 216,152 10/1/16 216,152 18.00 3,890,736 Alstom $19.50 $19.34 100.83% Market GE MLA5/1/17 18.505/1/18 19.005/1/19 19.50

Alstom 9K Contract 3 10/1/16 4/30/20 9,447 10/1/16 9,447 18.00 170,052 Alstom 9K $19.50 $19.34 100.83% Market GE MLA5/1/17 18.505/1/18 19.005/1/19 19.50

Belcan Contract 4 10/1/16 7/31/17 47,494 10/1/16 47,494 17.50 831,144 Belcan $17.50 $17.00 102.94% Market MLA 1

Maximum Rent Alert ($/SF)

TENANT INFORMATION BASE RENT UPON EXPIRATION

8/30/2016 | 1:17 PMRent Roll Summary


Sun LIfe Contract 5 10/1/16 11/30/21 100,623 10/1/16 100,623 15.75 1,584,816 Sun Life $16.25 $19.71 82.45% Market MLA Large12/1/16 16.25

Quest Contract 7 10/1/16 6/30/17 17,323 10/1/16 17,323 18.00 311,820 Quest $18.50 $17.00 108.82% Option MLA 14/1/17 18.50

Quest Speculative 7 7/1/17 11/30/25 17,323 7/1/17 17,323 17.50 Base Yr + $1.50 PSF TE $21.50 $22.18 96.93% Market MLA 14/1/18 18.004/1/19 18.504/1/20 19.004/1/21 19.504/1/22 20.004/1/23 20.504/1/24 21.004/1/25 21.50

CYIENT Contract 3/1/16 2/28/21 6,952 10/1/16 6,952 17.00 118,188Base Yr + $1.50 PSF TE $19.00 $19.13 99.32% Market MLA 13/1/17 17.503/1/18 18.003/1/19 18.503/1/20 19.00

Vacant- Triumph Speculative 21 1/1/17 12/31/26 90,000 1/1/17 90,000 3.50 Triumph $4.40 $10.75 40.93% Market MLA Industiral1/1/18 3.601/1/19 3.701/1/20 3.801/1/21 3.901/1/22 4.001/1/23 4.101/1/24 4.201/1/25 4.301/1/26 4.40

QUEST- Convert to OfficeSpeculative 11 7/1/17 11/30/25 40,000 7/1/17 40,000 17.00 Base Yr + $1.50 PSF TE $21.00 $22.18 94.68% Market MLA 17/1/18 17.507/1/19 18.007/1/20 18.507/1/21 19.007/1/22 19.507/1/23 20.007/1/24 20.507/1/25 21.00

Leave Static Vacancy Contract 1/1/30 2/28/30 12,604 None Expires after Report Term Market MLA 1

Total SF: 622,715 Total Current Rent/Yr: 7,553,832"Option" SF: (17,323)

"Reabsorb" SF: 0SF: 605,392

8/30/2016 | 1:17 PMRent Roll Summary


Address 175 Addison Road

City, State Windsor, CT MLA Categories MLA 1 MLA Large GE MLA MLA Industrial

Zip 06095 ___________ ___________ ___________ ___________

Square Feet 42,947

Land Size 43 acres Renewal Probability 70.00% 70.00% 70.00% 70.00%

Parking Spaces 4.0 / 1,000 SF

Market Rent $/SqFt/Yr $/SqFt/Yr $/SqFt/Yr $/SqFt/Yr

Current Occupancy 74.6%

Submarket Industrial Occupancy 91.9% New: 17.00 17.00 17.00 8.00

Submarket Office Occupancy 89.0% Renewal: 17.00 17.00 18.00 8.00

Result: 17.00 17.00 17.70 8.00

Current Value $43,000,000

Projected Stabilized Value $63,200,000 Months Vacant New: 6.00 6.00 6.00 6.00

Renewal: 0 0 0 0

Rounded: 2 2 2 2

Tenant Improvements $/SqFt $/SqFt $/SqFt $/SqFt

New: 25.00 20.00 20.00 8.00

Renewal: 10.00 10.00 6.00 2.00

Result: 14.50 13.00 10.20 3.80

Leasing Commissions Percent Percent Percent Percent

New: 6.75% 6.75% 6.75% 6.75%

Renewal: 5.00% 5.00% 5.00% 3.38%

Result: 5.53% 5.53% 5.53% 4.39%

Rent Abatements New: 5.00 6.00 6.00 5.00

Renewal: 0.00 0.00 0.00 0.00

Result: 1.50 1.80 1.80 1.50

Non-Weighted Items

Rent Changes Yes Yes Yes Yes

Retail Rent Changes

Reimbursements Base Yr + $1 Base Yr + $1 Base Yr + $1 None

Term Lengths 65 90 90 65

Months Months Months Months

SUMMARY OVERVIEW Market Leasing Assumption Results

* Industrial market rent is $4.00/SF NNN with expenses estimated at $4.00 (removal of some "office" related expenses such as

janitorial, elevator, etc.). Industrial rents were modeled in argus as $8.00 FSG which equates to the same effective rent. Office rents

are typically $17.00 + electric (about $1.00 - $1.50) with base stop reimbursements.

8/30/2016 | 12:32 PMLeasing Assumptions


34Matt Mueller

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TENANT STACKING PLAN



SECTION III MANAGEMENT

38

39Matt Mueller

[email protected]


ABOUT VIRTUA PARTNERS, LLC


Led by Lloyd W. Kendall, Jr. and Quinn Palomino, Virtua Partners LLC (“Virtua”) offers and manages commercial real estate investments across the country. Virtua seeks to maximize cash flow and utilize relationships with national credit tenants to increase investor wealth through investment performance and appreciation.

Virtua’s focus is tax advantaged investments for individual real estate investors. Emphasizing high quality tenants and steady returns, Virtua looks to purchase investment grade office, industrial and hospitality properties throughout the nation. In order to attempt to maximize returns, Virtua focuses on strict cost controls in all aspects of a transaction including: acquisition (load), management, operating costs, and disposition. Through the provision of high levels of customer service to tenants, Virtua’s efforts are targeted to enhance the long-term value of properties.

Virtua professionals have advised real estate funds with over $5,000,000,000 in assets under management, taking these opportunities from Wall Street to the investors of Main Street. Virtua’s investments have specific objectives, and are designed to provide balance to an individual investor portfolio. Through synergistic relationships and affiliated funds, Virtua’s objective is to provide flexible options to clients in an investment real estate market often characterized by turbulence.

40Matt Mueller

[email protected]



LEADERSHIP

Lloyd W. Kendall, Jr. – Principal

Lloyd is the Chairman and co-founder of Bay Commercial Bank. He is a lawyer and has practiced in the Bay Area since 1978, specializing in real estate and tax law. His specialty is tax free exchanges and related matters. Lloyd started his career at the Internal Revenue Service. After leaving the IRS, Lloyd founded Lawyers Asset Management, Inc. acting as a “Qualified Intermediary” for tax free exchanges under§1031(a)of the Internal Revenue Code; in 2006, his company merged with Commercial Capital Bank. Lloyd has overseen more than 30,000 individual 1031 transactions. He served as tax counsel for several title companies and was the President of Equity Investment Exchange, Inc., a competitor owned by Mercury Title Companies of Colorado. He has lectured extensively throughout the U.S. providing continuing education for Lawyers and Real Estate Professionals across the country. Lloyd is the author of 1031 Exchange Concepts, a text on tax deferred investment strategies.

Quynh “Quinn” Palomino – Principal

Quinn Palomino is a Principal of Virtua, Clear Vista Management, LLC, and Versant Commercial Brokerage, Inc., and serves as managerfor the family of funds that Virtua and its affiliates currently sponsor. Her Asset Management portfolio consists of over 1.5MM square feet of commercial real estate nationwide. Prior to her current roles within the fully-integrated real estate firms, Quinn was the Director of Business Development for a workout consultancy. Previously, Quinn was a partner at a San Diego based construction and development firm, where she worked on development projects with government agencies, including the California Department of Parks and Recreation and the City of Pittsburg, California Redevelopment Agency.

41Matt Mueller

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COMPANY MANAGER

Kathy Robinson - Vantage Point Consulting LLC - Company Manager

Vantage Point Consulting, LLC (“Vantage” or the “Company Manager”) is an entity owned and controlled by Kathleen Robinson (“Robinson”). Vantage has assisted tenant-in-common groups with Section 721 “roll-ups” and TIC bankruptcy asset and work out management. Prior to operating Vantage, Robinson spent more than 14 years managing property for the Greenfield Group which provided property management, brokerage and leasing services, and development solutions for more than 2 million square feet of medical space. Robinson’s background is in budget and business plan preparation and daily property operation oversight. Vantage has provided management services in connection with several real estate projects managed by Virtua Partners, Clear Vista Management and their affiliates, including several entities organized for the purpose of extending Preferred Equity Investments to entities managed by Virtua.

The Company Manager will have control over all decisions of the Company except for certain “Major Decisions”, which require approval of members holding a majority of the interests in the Company.

42Matt Mueller

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VIRTUA RECENT TRANSACTIONS


MET CENTER 15, Austin, Texas2016 | Estimated Value: $28,800,000 Virtua is successfully sponsoring a Joint Venture of Met Center 15 a 257,600+/- SF flex office facility occupied by Progressive Insurance and Waste Management, two Fortune 500 companies. Virtua will provide its professional insight and expertise to complete the properties construction remediation and negotiate lease extensions with the tenants, thereby increasing the property’s value an approximate 22% from its current estimated value. HAMPTON INN-PLYMOUTH MEETING, Plymouth Meeting, Pennsylvania2016 | Estimated Value: $20,100,000 The Hampton Inn Plymouth Meeting is a 136 room limited service hotel. The target market is intended to be travelers that are seeking accommodations for a shorter length of stay, generally 13 nights. Virtua completed a 15 year flag extension, sourced Bridge financing and Preferred Equity investors have provided capital to complete the restructuring and extensive PIP renovation. This value add investment is anticipated to pay investors a 10% current pay and over 22-25% IRR. SATELLITE PLACE OFFICE BUILDINGS, Duluth, Georgia2015 | Estimated Value: $9,100,000 The acquisition of two single story office buildings totaling 113,035 SF. 80% occupied at acquisition, the properties were purchased below market sales comparable. Strengthened by the long average length of in-place tenants, there is a clear path to increase property value by leasing vacant spaces in an improving leasing market. The buildings will be combined into a portfolio of properties to minimize tenant rollover risk of anchor tenants at other properties in the portfolio. BRITANNIA BUSINESS CENTER, Pleasanton, CA2015 | Estimated Value: $64,000,000 A four building 291,591+/- SF Office/R&D Campus. The largest tenant, Advanced Data Processing (“ADP”), completed a 94,302+/- SF, 5 year lease extension through April 2020. With increases in occupancy through leasing, the property’s value should increase substantially over the next 24-36 months. Britannia is a value add opportunity. Virtua successfully navigated through the upcoming 100% tenant rollover by negotiating lease extensions, expansions and new leases. The project is anticipated to reach a stabilized 90% occupancy from the current 82% occupancy.

43Matt Mueller

[email protected]


HAMPTON INN ~ PHILADELPHIA AIRPORT, Philadelphia, Pennsylvania2015 | Estimated Value: $23,000,000 A Hampton Inn flagged 152 room hotel located in close proximity to the Philadelphia International Airport. With Virtua as the new sponsor, the property provides stable, consistent, tax advantaged cash flow. While also benefitting from future asset appreciation, distributions have since doubled to investors. UNITED HEALTHCARE OFFICE BUILDING, Las Vegas, Nevada 2014 | Estimated Value: $62,200,000 The West Coast Headquarters and Worldwide Training Center for United Healthcare. A 204,123+/- SF, Class A, office building occupied by United Healthcare a Worldwide, AAA credit company. After completing a 10 year lease extension this stable asset will be held for long term cash flow and asset appreciation. LOCKHEED MARTIN OFFICE BUILDING, Dallas, Texas2014 A 111,471 SF, R&D office building occupied by Lockheed Martin. Completed a 1031 exchange into the property with additional investors. Lockheed Martin has occupied the property for 24 years. With upcoming lease extensions the property is well positioned for both strong cash on cash returns and an opportunistic valuation increase associated with the rental increases. SATELLITE COMMERCE OFFICE PORTFOLIO, Duluth, Georgia2014 | Estimated Value: $19,300,000 Two single story office buildings consisting of 177,914 SF. One office building is leased to Assurant, a Fortune 500 provider of insurance services. With a historic 100% occupancy and current occupancy of 88%, the project will provide consistent cash flow and long term asset appreciation. MET CENTER 10, Austin, Texas2014 | Estimated Value: $44,000,000 A 345,600 SF R&D/Flex office building occupied by PPD as a clinical research facility. After completing significant construction remediation, Virtua Partners provided the sponsorship and loan guarantees to a group of Tenant In Common Investors. The investors were able to defer their tax liability, participate in the return of monthly distributions and benefit from the increase in property value due to improved operation and completed capital and property improvements.

VIRTUA RECENT TRANSACTIONS


44Matt Mueller

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RISK FACTORS

AN INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK AND, THEREFORE, SHOULD BE UNDERTAKEN ONLY BY QUALIFIED INVESTORS WHOSE FINANCIAL RESOURCES ARE SUFFICIENT TO ENABLE THEM TO ASSUME THESE RISKS AND TO BEAR THE LOSS OF ALL OR PART OF THEIR INVESTMENT. THE FOLLOWING RISK FACTORS (TOGETHER WITH OTHER FACTORS SET FORTH ELSEWHERE IN THIS MEMORANDUM) SHOULD BE CONSIDERED CAREFULLY, BUT ARE NOT MEANT TO BE AN EXHAUSTIVE LISTING OF ALL POTENTIAL RISKS ASSOCIATED WITH AN INVESTMENT IN THE COMPANY. INVESTORS SHOULD CONSULT WITH THEIR OWN FINANCIAL, LEGAL AND TAX ADVISORS PRIOR TO INVESTING IN INTERESTS.

INVESTMENT RISKS

Speculative Nature of Investment: Investment in these Interests is speculative and, by investing, each Investor assumes the risk of losing the entire investment. The Company will be dependent on the Manager and its operation of the Company.

Reliance on Large Tenants: No assurances can be made that the large tenants now occupying the Property will continue to perform under their existing leases or will agree to renew, amend and/or extend such leases if necessary.

Risks of Real Estate Ownership: There is no assurance that the Property will be profitable or that cash from operations will become available to pay the Senior Loan, to make distributions to the Investors or otherwise required to meet all obligations and to return capital and profits to the Members of the Company. Because real estate, like many other types of long-term investments, historically has experienced significant fluctuations and cycles in value, specific market conditions may result in occasional or permanent reductions in the value of property interests. The marketability and value of the Property will depend upon many factors beyond the control of the managers.

Potential Adverse Economic Conditions: General economic conditions in the U.S. and abroad, as well as conditions of domestic and international financial markets, may adversely affect the Property.

Tax, UBTI and ERISA Risks: Investment in the Company involves certain tax risks of general application to all investors in the Company, and certain other risks specifically applicable to Keogh accounts, Individual Retirement Accounts and other tax-exempt investors. An investment in the Company likely will result in “unrelated business taxable income” for employee benefit plans and other tax-exempt investors.

No Registration: Limited Governmental Review: This Offering has not been registered with, or reviewed by, the U.S. Securities and Exchange Commission (the “SEC”) or any state agency or regulatory body and, therefore, cannot be sold unless they are subsequently registered under the Securities Act of 1933, as amended (the “Securities Act”) and other applicable securities laws, or an exemption from registration is available.

45Matt Mueller

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Prohibition on Transfer of Interests: The transferability of Interests is restricted by the provisions of the Securities Act, and Rule 144 promulgated thereunder, and is prohibited by the provisions of the Operating Agreement without obtaining the prior written consent of the Manager.

Rescission Risk: This Offering is not registered with the SEC and is being made pursuant to certain exemptions from state and federal registration requirements.

Unsuccessful Roll-up: There is no assurance that the Company will be able to obtain 100% of the tenant-in-common ownership interests in the Property, which may affect the availability, closing or rescission of the offering.

Additional Capital Requirements: The Company may experience an unforeseen need for additional capital, including, without limitation, if there are unanticipated capital needs of the Property. The Manager is authorized to cause the Company to raise additional capital for the Company’s operations through requesting loans from Investors or other potential future investors.

Investment Delays: There may be a delay between the time the Investor submits the Subscription Documents to the Manager and the time the Total Offering Amount is reached.

Taxable Income without Corresponding Distributions: Each Member will be required to report on its Federal income tax return its distributive share of the Company’s income or gain, whether or not it receives any actual distributions of money or property from the Company during the taxable year.

Reliance on Manager: The Company will be managed by the Manager. Investors will be relying extensively on the experience, relationships and expertise of the Manager and its principals. Investors will have no right or power to take part in the management of the Company.

Reliance on Virtua: The Property and the companies that own and control the Property will be managed by a subsidiary of Virtua Partners LLC (“Virtua”). Investors will be relying extensively on the experience, relationships and expertise of Virtua and its principals in managing the Property, the Senior Loan, the investment by Class A Equity and other aspects of the project.

The above list is not meant to be an exhaustive list of risks. Further risk details are provided in the Private Placement Memorandum. Each investor should research their individual risks and seek appropriate counsel to their individual situation.

RISK FACTORS


46Matt Mueller

[email protected]


DISCLAIMER


The above summary is provided for informational purposes only and does not constitute an offer or solicitation to acquire interests in the investment or any related or associated company. Any such offer or solicitation may be made only by means of the confidential Private Placement Memorandum (“Memorandum”) and in accordance with the terms of all applicable securities and other laws. All information contained herein is subject to and qualified by the contents of the Memorandum. As more fully described therein, participation in any securities offering is limited to Accredited Investors. Please contact the Manager or Versant to inquire about obtaining a copy of the Memorandum.

The information and any statistical data contained herein have been obtained from sources which we believe to be reliable, but we do not represent that they are accurate or complete, and they should not be relied upon as such. All opinions expressed and data provided herein are subject to change without notice. Virtua, Versant and/or their members, directors, officers, consultants and/or employees, may have agreements involving equity or other financial interests in the subject property, or deal as principals in the investment discussed herein.

This potential investment opportunity may not be suitable for all types of investors. All investments involve different degrees of risk. You should be aware of your risk tolerance level and financial situation at all times. The rights, duties, and obligations of all parties to the proposed transactions, including Virtua, will be governed and limited by the operative documents, which will be available upon request to the extent not otherwise provided. Virtua does not accept or assume any duties, responsibilities, or obligations except as specifically provided in the final transaction documents. Read any and all information presented carefully before making any investment decisions. You are free at all times to accept or reject investment recommendations made by Versant Commercial Brokerage, Inc. All investments presented are subject to market risk and may result in the entire loss of investment. Past performance is no guarantee of future results, and current performance may be lower or higher than the performance data quoted.

The information contained herein should not be used in any actual transaction without the advice and guidance of legal counsel and a professional tax advisor who is familiar with all the relevant facts. The information contained here is general in nature and is not intended as legal, tax or investment advice. Furthermore, the information contained herein may not be applicable to or suitable for an individual’s specific circumstances or needs and may require consideration of other matters. Virtua, Versant and their members, directors, officers, employees and consultants assume no obligation to inform any person of any changes in the tax law or other factors that could affect the information contained herein.

These materials may include forward-looking statements including financial projections, plans, target and schedules on the basis of currently available information and are intended only as illustrations of potential future performance, and all have been prepared internally. Forward- looking statements, by their very nature, are subject to uncertainties and contingencies and assume certain known and unknown risks. Since the impact of these risks, uncertainties and other factors is unpredictable, actual results and financial performance may substantially differ from the details expressed or implied herein. Virtua and Versant assume no obligation to release updates or revisions to forward-looking statements after the issuance of this report.

47Matt Mueller

[email protected]


REFERENCES

Page 4: “Alstom ranked #11 on Fortune 500” Source: Fortune 500 Link: http://beta.fortune.com/fortune500/general-electric-11 (1)

“Sun Life Financial “AA” rated tenant”Source: Sun Life FinancialLink: https://www.sunlife.com/Global/Investors/Ratings?vgnLocale=en_CA (2)

1. “Greater Hartford MSA Location”Source: Town of WindsorLink: http://www.townofwindsorct.com/economicdevelopment/index.php?page=241 (3)

Page 8:2. “Significant Leasing Upside”Source: JLL Office Statistics

3. “Significant Employment Growth”; “Excellent Location”; “Strong Demographic”; “Substantial Development”Source: Windsor Economic Development Link: http://www.townofwindsorct.com/documents/departments/economic-development/docs/Windsor_Economic_Development_Info.pdf (4)

4. “Easy Commuter Access”Source: Town of WindsorLink: http://www.townofwindsorct.com/economicdevelopment/index.php?page=241 (3)

Page 10:“Sun Life Financial”Source: Sun Life FinancialLink: http://www.sunlife.com/


48Matt Mueller

[email protected]



REFERENCES

“Belcan”Source: BelcanLink: https://belcancorporation.com/ (5)

“CDI Corporation”Source: CDI CorporationLink: http://www.cdicorp.com/ (6)

“Quest”Source: QuestLink: https://www.quest-global.com/ (7)

Page 16:“MSA at a Glance”Source: City DataLink: http://www.city-data.com/city/Windsor-Connecticut.html (8)

Rest of TextSource: Town of WindosrLink: http://www.townofwindsorct.com/economicdevelopment/index.php?page=241 (3)

Page 17:Top half Source: Avison YoungLink: http://www.avisonyoung.com/offices/hartford (8)

Bottom half of page 17: Source: CBRE Northern Hartford submarket report

Source: Metro Hartford AllianceLink: https://www.metrohartford.com/initiatives/new-england-knowledge-corridor

Page 18:Source: JLL Q2 2016 Office Market Report

Page 19:Source: Town of Windsor