RIVER LOFTS AND EDGEWORTH

AT TOBACCO ROW INVESTMENT OFFERING OF 731 INSTITUTIONAL QUALITY MULTIFAMILY HOMES AND A 165,843-SF CLASS A OFFICE BUILDING–SIX STUNNING AND

UNIQUE CONTIGUOUS BUILDINGS LOCATED IN HISTORIC DOWNTOWN RICHMOND, VA

AMERICAN CIGAR 171 UNITS

CONSOLIDATED CAROLINA 158 UNITS

CAMERON KINNEY 259 UNITS

CUTTERS RIDGE 12 TOWNHOMES

LUCKY STRIKE 131 UNITS

EDGEWORTH OFFICE BUILDING

www.cbremarketplace.com/tobaccorow

RIVER LOFTS AND EDGEWORTH

AT TOBACCO ROW THE OFFERING Tobacco Row is Richmond’s most vibrant mixed-use, residential district consisting of four luxurious multi-housing buildings totaling 719 units, one townhome development and one trophy-quality office building. Once a series of tobacco factories and warehouses, the properties were originally built in the late 1800s to early 1900s. As part of an adaptive reuse project that began in the late 1980s to early 1990s, many of the distinctive historical features of the properties were preserved while incorporating modern elements. Features include soaring windows, exposed brick, wood beams and metal ductwork. The apartments and townhomes share two fitness centers, two swimming pools and a theater room. T R E M E N D O U S LO C AT I O N I N D O W N TO W N R I C H M O N D, V I R G I N I A Located along the James River in the Shockoe Bottom neighborhood of Richmond, Virginia, Tobacco Row has become one of the city’s most stylish attractions. Residents of Tobacco Row enjoy all that Richmond has to offer, including historic sites, an abundance of shopping and a buzzing nightlife. Just a short walk to the central business district, the City of Richmond offers numerous employment opportunities from financial, medical, biotechnology and various other industries that drive commerce in Virginia’s capital. Shockoe Bottom and Shockoe Slip offer a lively social scene at popular bars, brewpubs and dance spots situated along picturesque cobblestone streets. Carytown, a one-mile stretch between Nansemond and Colonial streets, attracts browsers to quirky clothing boutiques, antique shops and housewares stores. ECONOMY AND EMPLOYMENT Richmond has a stable economy and offers a diverse selection of employers. The current unemployment rate in Richmond is 6.6%, lower than the national average of 8.5% (Bureau of Labor Statistics, January 2013). The diverse employment base includes five local employers from the Forbes 2012 Fortune 500 list: MeadWestvaco, Dominion Resources, Carmax, Altria Group and Genworth Financial. Additionally, Richmond gained 4,800 jobs in the year ending November 2012 (MPF Research, 4Q 2012).

In 2012, Richmond named “A Top 5 City for Rent Growth” by Reis

EDGEWORTH OFFICE

CONSOLIDATED CAROLINA

AMERICAN CIGAR

CAMERON KINNEY

LUCKY STRIKE

CUTTERS RIDGE

RIVER LOFTS AND EDGEWORTH

AT TOBACCO ROW PROPERTY DETAILS AS OF 4/10/2013 # of Units Year Renovated 171 2000 Avg. Unit Size Avg. Leased $/Unit 944 SF $1,137 Standard Finishes

Amenities

• Soaring 14- to 18-foot ceilings • Exposed brick walls, wood beams and metal ductwork • Open kitchens with counter seating areas • In-suite washer and dryer • Stylish track lighting • Oversized windows • Ample closet space

• 2,900-SF community fitness center • Two community swimming pools with spas and sun decks • Community theater room • Club game room with billiards table, foosball and more • Community spaces with WiFi • Barbecue and picnic patios • On-site dry cleaning delivery • On-site restaurant • 24-Hour emergency maintenance • 1,500 SF of first-floor office space

AMERICAN CIGAR 2300 E. CARY STREET RICHMOND, VA 23223

PROPERTY DETAILS AS OF 4/10/2013 # of Units Year Renovated 158 2004 Avg. Unit Size Avg. Leased $/Unit 966 SF $1,154

CONSOLIDATED CAROLINA 2220 E. CARY STREET RICHMOND, VA 23223

2400 E. CARY STREET RICHMOND, VA 23223

Occupancy 92.41% Avg. Leased $/SF $1.19

Standard Finishes

Amenities

• Soaring 14- to 18-foot ceilings • Exposed brick walls, wood beams and metal ductwork • Open kitchens with counter seating areas • In-suite washer and dryer • Stylish pendant and track lighting • Hardwood floors in kitchen and living area • Ceramic tile in baths • Wall-to-wall carpet in bedrooms • Oversized windows • Ample closet space • River and city views available

• 2,900-SF community fitness center • Two community swimming pools with spas and sun decks • Community theater room • Club game room with billiards table, foosball and more • Barbecue and picnic patios • Community spaces with WiFi • On-site restaurants • On-site dry cleaning delivery • 24-Hour emergency maintenance • 2,900 SF of street-level retail

PROPERTY DETAILS AS OF 4/10/2013 # of Units Year Renovated 259 1990 Avg. Unit Size Avg. Leased $/Unit 947 SF $1,016

CAMERON KINNEY

Occupancy 95.91% Avg. Leased $/SF $1.20

Occupancy 94.59% Avg. Leased $/SF $1.07

Standard Finishes

Amenities

• Spacious kitchens with abundant counter and cabinet space • Stylish pendant and track lighting • Wall-to-wall carpet in living area and bedroom • Hardwood floors in kitchen and living area available • Ceramic tile in baths and kitchens • Ample closet space • Beautiful courtyard and river views available

• 2,900-SF community fitness center • Two community swimming pools with spas and sun decks • Community theater room • Club game room with billiards table, foosball and more • Barbecue and picnic patios • Community spaces with WiFi • On-site restaurants • On-site dry cleaning delivery • 24-Hour emergency maintenance

RIVER LOFTS AND EDGEWORTH

AT TOBACCO ROW PROPERTY DETAILS AS OF 4/10/2013 # of Units Year Built 12 2009 Avg. Unit Size Avg. Leased $/Unit 2,035 SF $2,217 Standard Finishes

Amenities

• • • •

• 2,900-SF community fitness center • Two community swimming pools with spas and sun decks • Community theater room • Club game room with billiards table, foosball and more • Conference and boardroom facilities • 24-Hour on-site emergency maintenance

•

CUTTERS RIDGE

2604 MAIN STREET RICHMOND, VA 23223

• • • • • •

Three-story row house design Private walk-up entrance Cozy gas fireplace Attached one and one-half car garage Gourmet kitchen with counter seating and island Granite countertops Stainless steel appliances Full-size washer and dryer Hardwood flooring in kitchen and halls Berber carpeting in bedrooms Large baths with full tubs, separate showers and vanities

PROPERTY DETAILS AS OF 4/10/2013 # of Units Year Renovated 131 2009 Avg. Unit Size Avg. Leased $/Unit 1,006 SF $1,339

LUCKY STRIKE

2600 E. CARY STREET RICHMOND, VA 23223

EDGEWORTH

Occupancy 93.89% Avg. Leased $/SF $1.33

Standard Finishes

Amenities

• Soaring 14- to 18-foot ceilings • Exposed brick walls, wood beams and metal ductwork • Open layout kitchen with counters or islands • Stainless steel appliances • In-suite washer and dryer • Stylish pendant and track lighting • Hardwood floors in kitchen and living area • Ceramic tile in baths • Wall-to-wall carpet in bedrooms • Oversized windows • Ample closet space • River and city views available

• 2,900-SF community fitness center • Two community swimming pools with spas and sun decks • Community theater room • Club game room with billiards table, foosball and more • Barbecue and picnic patios • Community spaces with WiFi • On-site restaurants • On-site dry cleaning delivery • 24-Hour emergency maintenance

PROPERTY DETAILS AS OF 4/10/2013 Total RBA Year Renovated 137,163 SF 2006 Average Floor Size Asking Rent/SF 27,433 SF $21.00 FSG

2100 E. CARY STREET RICHMOND, VA 23223

Occupancy 100% Avg. Leased $/SF $1.09

Occupancy 96.8% Stories 5

Tenants

SF Occupied

% Occupied

Hirschler Fleischer HKS Ernst & Young Rummel, Klepper & Kahl Big River Advertising Resort Hotel Vacant Space Total

67,334 17,024 16,668 15,152 12,172 3,608 4,455 137,163

49.1% 12.4% 12.2%% 11.0% 8.9% 2.6% 3.2% 100.0%

RIVER LOFTS AND EDGEWORTH

AT TOBACCO ROW

Central Business District River Lofts and Edgeworth at Tobacco Row

Riverfront Shockoe Slip

Shockoe Bottom Church Hill

Shockoe Bottom

321 Supper Club El Paso Eagle Cruises La Bamba Tiki Bobs Cantina The Canal Club Pearl Martini Lounge Honey Whytes Havana ‘59 Mayo’s Bridge McCormack’s Pub River City Diner

Shockoe Slip Bistro Bobette Buffalo Wild Wings The Peking Pavilion The Hard Shell La Grotta Ristorante City Dogs Morton Steak House Ledbury Grandiflora Dransfield Jewelers Segway of Richmond YMCA

Riverfront

Central Business District State Capital Federal Court Building Old City Hall Governor’s Mansion State Visitor’s Center Dominion Resources Central National Bank Main Street Center VCU Medical Center Richmond Coliseum Convention Center 6th Street Marketplace

Brown’s Island Turning Basin Canal Walk Civil War Center MeadWestvaco Federal Reserve Bank

Church Hill Patrick Henry Park Libby Hill Park Reed Square The Hill Cafe The Roosevelt St. Johns

Offers for this asset are due by Wednesday, June 5th, 2013.

EXCLUSIVE AGENTS

Properties may be purchased individually or as a portfolio. For more information, please visit our website: www.cbremarketplace.com/tobaccorow Prospective purchasers must sign the accompanying Confidentiality Agreement and fax it to Andy Boyer at 703.734.4767. Once the Confidentiality Agreement is signed and returned, CBRE will grant access to all available marketing materials. ANDREW C. BOYER Executive Vice President o 703.734.4737 [email protected]

DAN W. JOHNSON Senior Vice President o 757.228.1806 [email protected]

JONATHAN M. GREENBERG Senior Vice President o 703.734.4772 [email protected]

CHARLES WENTWORTH Vice President o 804.267.7223 [email protected]

BRET KAMPF Senior Associate o 703.905.0255 [email protected]

FINANCING OPTIONS MAURY ZANOFF o 202.585.5645 [email protected]

OFFICE SPECIALIST J. SCOTT ADAMS, CCIM Regional President o 757.228.1836 [email protected] CBRE, Inc. 1861 International Drive, Suite 300 McLean, VA 22102 o 703.821.6900

© 2013 CBRE, Inc. The information above has been obtained from sources believed reliable. While we do not doubt its accuracy, we have not verified it and make no guarantee, warranty or representation about it. It is your responsibility to independently confirm its accuracy and completeness. Any projections, opinions, assumptions or estimates used are for example only and do not represent the current or future performance of the property. The value of this transaction to you depends on tax and other factors which should be evaluated by your tax, financial and legal advisors. You and your advisors should conduct a careful, independent investigation of the property to determine to your satisfaction the suitability of the property for your needs. Photos herein are the property of their respective owners and use of these images without the express written consent of the owner is prohibited.

CONFIDENTIALITY and DISCLOSURE AGREEMENT For TOBACCO ROW Fax Back To: Attention: Fax #:

Andrew C. Boyer 703.734.4767

CBRE, INC. (“Agent”) is acting as agent for the owners (“Sellers”), in connection with the sale of the community known as TOBACCO ROW (“Property”) located in Richmond, Virginia 23223. __________________________________________________ ("Purchaser") is interested in the possible purchase of the Property. Therefore, Purchaser has requested that Agent furnish Purchaser information concerning the Property. This information may include, without limitation, the offering memorandum prepared by Agent, various papers, documents, legal instruments, studies, brochures, computer output, and other materials, and any discussions or Property visitations which are conducted with or by Purchaser concerning the Property (all of the aforementioned information is collectively referred to as Evaluation Material). In this connection, we are prepared to furnish you the Evaluation Material to Purchaser only upon the condition that Purchaser agrees to treat the Evaluation Material confidentially as hereinafter provided. Therefore, as a prerequisite to Agent furnishing this Evaluation Material to Purchaser, you hereby agree as follows: 1. All Evaluation Material furnished to Purchaser by Agent or Seller will not be used or duplicated by Purchaser for any purpose other than evaluating a possible purchase of the Property by Purchaser. Therefore, Purchaser agrees to keep all Evaluation Material (other than information which is a matter of public record or is provided in other sources readily available to the public other than as a result of disclosure by Purchaser or Related Party) strictly confidential; provided, however, that the Evaluation Material may be disclosed to directors, officers, and employees of Purchaser, and to Purchaser's outside counsel and accounting firm (all of whom are collectively referred to as Related Parties ) who, in Purchaser's judgment, need to know such information for the purpose of evaluating a possible purchase of the Property. These Related Parties shall be informed by Purchaser of the confidential nature of such information in the strictest confidence and use such information only for the purpose of evaluating a possible purchase by Purchaser. Purchaser will promptly, upon request of Agent or Seller, deliver to Agent or Seller all written Evaluation Material furnished to it by Agent or Seller, whether furnished before or after the date of this letter, without retaining copies thereof. 2. Purchaser agrees not to make any of the Evaluation Material available, or disclose any of the contents of Evaluation Material, or disclose either the fact that discussions or negotiations concerning a possible sale of the Property to Purchaser are taking place or any of the terms, covenants, conditions, or other facts with respect to any such investment proposal, including the status thereof, to any person other than as permitted by the preceding paragraph unless: (i) such person has been identified to Agent and Seller; (ii) Agent and Seller have approved in writing the disclosure of the Evaluation Material to such person; and (iii) such person has entered into a written Confidentiality Agreement with Agent and Seller the provisions of which agreement shall be substantially the same as the provisions of this Agreement. The term person as used in this Agreement shall be interpreted broadly to include, without limitation, any corporation, partnership, association, or individual. Purchaser will direct Related Parties to whom Evaluation Material is made available not to make similar disclosures and any such disclosure shall be deemed made by and be the responsibility of Purchaser. 3. Although we have endeavored to include in the Evaluation Material information which we believe to be relevant to your investigation, Purchaser understands and acknowledges that neither Agent nor Seller makes any representation or warranty as to the accuracy or completeness of the Evaluation Material. The financial information and projections contained in the Evaluation Material represent estimates based on assumptions considered reasonable under the circumstances although not independently verified by Agent. Agent and Seller make no representations or warranties, expressed or implied that actual results of operations will conform to such projections. Seller and Agent expressly disclaim any and all liability for representations or warranties, express or implied, contained in this Evaluation Material or for omissions from this Evaluation Material, or in any other written or oral communications transmitted or made available to Purchaser. Purchaser agrees that neither Agent nor Seller nor any affiliate of Agent or Seller shall have any liability to Purchaser or any of its representatives or Related Parties resulting from its use of or reliance upon the Evaluation Material. 4. Seller and Agent expressly reserve the right, at their sole discretion, to reject any and all expressions of interest or offers to purchase in the Property from Purchaser or any other person or entity and/or to terminate discussions with Purchaser or any other person or entity at any time with or without notice. Seller shall have no legal commitment or obligation to Purchaser, or any other person or entity reviewing the Evaluation Material or making an offer to purchase the Property unless and until such purchase of the Property is approved on whatever terms deemed desirable by the necessary officers and/or Finance Committee of the Board of Directors of Seller, a written agreement for the purchase of the Property has been fully executed, delivered and approved by Seller and its legal counsel, any conditions to Seller s obligations thereunder have been satisfied or waived, and any conditions to Purchaser s obligations thereunder have , in the opinion of the Seller, been satisfied.

April 2013

5. Purchaser has been advised that Agent is acting on behalf of Seller as exclusive broker in connection with the investment in the Property. Therefore, Purchaser agrees to pay all brokerage commissions, finder’s fees, and other compensation to which any broker, finder or other person may be entitled in connection with the sale of the Property if such claim or claims for commissions, fees or other compensation are based in whole or in part on dealings with Purchaser or any of its representatives (except Agent’s compensation which is payable by Seller); and Purchaser agree to indemnify and hold harmless Agent and Seller, their respective affiliates, successors, and assigns, employees, officers, and directors against and from any loss, liability or expense, including reasonable attorney s fees arising out of any claim or claims by any broker, finder or similar agent for commissions, fees, or other compensation for bringing about any sale of the property to Purchaser if such claim or claims are based in whole or in part on dealings with Purchaser or any of its representatives. If you are in agreement with the foregoing, please sign and fax a copy of this Agreement to Andrew C. Boyer at facsimile number (703) 734.4767 and you will be given access to the online document center, CBRE Marketplace. ACCEPTED AND AGREED TO: CBRE, INC.

______________________________________ “Purchaser” ______________________________________ Address ______________________________________ City, State, Zip ______________________________________ Email Address ______________________________________ Phone Number

By:________________________________________

By:___________________________________

Dated:______________________________________

Dated:________________________________

______________________________________________________________________________________ Disclosure of Brokerage Relationship TOBACCO ROW In accordance with Section 54.1-2138 of the Chapter 21 of the Code of Virginia, the undersigned does hereby acknowledge disclosure that: The licensee CBRE, Inc. represents and will be compensated by the following party in this real estate transaction: (check one) ___X___ Seller(s)

_______ Buyer(s) ______ Landlord(s)

Seller or Landlord

______ Tenant(s)

Buyer or Tenant

________________________________________

________________________________________

By:______________________________________

By:______________________________________

Name: Title: Date: Presented to Lessor/Owner __________________ Date CBRE, INC. A Delaware Corporation

April 2013

Name: Title: Date: Presented to Lessee/Buyer_____________________ Date

TOBACCO ROW Please list all employees of your company to be granted access: (PLEASE PRINT CLEARLY)

Name: _____________________________________ Email: ____________________________________ Phone: _______________________

Name: _____________________________________ Email: ____________________________________ Phone: _______________________

Name: _____________________________________ Email: ____________________________________ Phone: _______________________

Name: _____________________________________ Email: ____________________________________ Phone: _______________________

Name: _____________________________________ Email: ____________________________________ Phone: _______________________

April 2013