REAL ESTATE SERVICES PROPOSAL 14041 Worth Avenue

Prepared For: Alliance Partners HSP, LLC

Mr. Paul Stanton

Mr. Joe Credit Prepared by: George Galloway Ray Schupp Andrew Rose

Section I – Executive Summary Who is Next Realty? Strategy & Approach

Section II – Site Analysis Location Map Site Aerial Property Highlights S.W.O.T. Analysis

Section III – Competitive Analysis Section IV - Marketing Plan

Merchandising Plan Single Tenant Building Timing Multi-Tenant Building Timing Demographic Comparison

Section IV - Professional Profile Team Member Profiles References / Significant Clients

TABLE OF CONTENTS

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WHO IS NEXT REALTY MID-ATLANTIC, LLC?

• Next Realty Mid-Atlantic founded by George Galloway in 1999, with corporate office in Chicago.

• DC office has six professionals and a full marketing and administrative staff based in McLean, Virginia.

• Full service real estate services and brokerage firm specializing in the leasing of retail shopping centers and mixed-use projects, tenant representation and development.

• Next Realty will provide the technical expertise, integrity and professionalism necessary to execute a successful project leasing program.

• We take a long term view of Landlord relationships; how long and how often our clients return to Next Realty for assistance in the leasing of their assets.

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WHO IS NEXT REALTY MID-ATLANTIC, LLC?

• Next Realty has worked for many Landlords with their leasing strategies including:

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• Next Realty is equipped with the local market knowledge, the retail-tenant and broker contacts, and the deal-making experience to identify, negotiate and secure tenants for Alliance Partners HSP, LLC and 14041 Worth Avenue.

• Start to finish, Next Realty will: – Perform a comprehensive market and trade area analysis. – Propose a merchandising and leasing strategy consisting of

the full-range of tenant-prospects that should be contacted. – Design an effective property marketing campaign. – Contact, qualify and follow -up with all potential prospects. – Draft and negotiate proposals for interested tenant-prospects. – Assist Alliance Partners HSP, LLC in all lease negotiations. – Provide continual follow-up throughout the entire leasing

process, from proposal generation to store-opening.

STRATEGY AND APPROACH

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STRATEGY AND APPROACH

Next will produce the following to give 14041 Worth Avenue the most possible coverage in the retail market, including the following:

● Next Realty Mid-Atlantic Leasing Signage On Site, Several Locations

● Property Brochure

● Dedicated Property Website (http://www.nextrealty.com/lease/DC/14041worthave.html or www.14041worthave.com)

● Digital Media Communication (5,000 + retail oriented recipients)

● Retail Listing Services (Co-Star & Loopnet)

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IF YOU HIRE NEXT REALTY

• We will endeavor to find Alliance Partners HSP, LLC the best possible tenant at the highest possible rent. • We will pound the pavement and leave no stone left unturned – we will be industrious, creative, and responsive. • At all times we will represent Alliance Partners HSP, LLC with the highest level of professionalism. • We will leverage our networks and contact every retailer that makes sense for your space. • We will work your project as if it is only opportunity we will get to work with Alliance Partners HSP, LLC. In fact, it is, if we do not live up to your expectations. • No one will work harder for you than Next Realty!

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LOCATION MAP

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SITE AERIAL

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14041 WORTH AVENUE PROPERTY HIGHLIGHTS

● Approximately 155,112 square foot building located peripheral to Potomac Mills Mall in Woodbridge, VA.

● Prime location at Northeast corner of Worth Avenue, the main entrance to Potomac Mills from Prince William County Parkway, and Potomac Mills Circle (mall ring road).

● Site possesses good visibility to the mall - situated directly across Worth Avenue from a newly-expanded Wal-Mart Supercenter and Sam’s Club as well as the exterior entrances of JC Penney, Burlington Coat Factory as well as future Christmas Tree Shops at Buy Buy Baby.

● Easily accessed location within a very successful, super-regional trade area.

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14041 WORTH AVENUE PROPERTY HIGHLIGHTS

● Multiple access points and ample parking provide for a strong retail site.

● Site serviced by full-movement, lighted intersection off of Worth Avenue as well as two full-movement entrances off the mall ring road and an additional right-in/right-out on Worth Avenue.

● 735 parking spaces dedicated for retail use with access to 220 additional spaces across the street, at the mall by right.

354 Parking Spaces

73 Parking Spaces

220 Parking Spaces

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14041 WORTH AVENUE PROPERTY HIGHLIGHTS

DEMOGRAPHICS 3 Mile 5 Miles 10 Miles

POPULATION 118,441 219,556 436,438

HOUSEHOLDS 38,426 71,101 142,773

MEDIAN HH INCOME $81,414 $93,599 $109,186

DAYTIME POPULATION 62,560 103,314 203,518

DEVELOPMENT FACTS

PROPOSED RETAIL SPACE 155,112 SF

LOT SIZE ~12.50 Acres

ZONING B-1

CEILING HEIGHT 24 Feet

ON-SITE PARKING PROVIDED 735 Spaces

OFF-SITE PARKING PROVIDED 220 spaces

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S.W.O.T. ANALYSIS

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• Centrally located within the regional retail node of Dale City, on the Mall ring road. • Multiple full-movement access points and a traffic controlled intersection. •Parking field on multiple sides of the building provides greater potential for a split scenario. • Multiple loading docks to accommodate multiple tenants if space is split. • Shape of building lends well to splitting for multiple users. • High ceiling space

• Previously occupied for office/flex will add to conversion costs •Façade changes need to be created to accommodate retail storefronts. • Large space may require splitting to accommodate prospective tenants which may prove costly • Good exposure to mall traffic but some retailers will prefer visibility to Prince William Parkway or Smoketown Road.

• Super-regional trade area with strong, national-credit co-tenancy. • Types of neighboring retailers provide for daily trips past site providing significant exposure. • Adjacent to Potomac Mills Mall, the largest discount retail outlet destination in Virginia. • Road network equipped to handle significant traffic and provides for relatively easy access to site. • Proven trade area for most tenants and categories

• Deed restrictions with mall limits prospect pool, could be a challenge working with Simon. • Pool of tenants for the entire building could be limited based on retailers’ expansion plans. • Fairly mature regional trade node, most national retailers and virtually all categories are already present within the market. • Special Exception required for tenants over 80,000 square feet. • Multiple sites with vacancy competing for tenants.

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COMPETITIVE ANALYSIS – POTOMAC MILLS MALL

Property: Potomac Mills Mall

Address: 2700 Potomac Mills Circle

Retail SF: 1,519,000 SF

Parking: 7,445 spaces

Tenants:

AMC Theatres, Bloomingdale's-Outlet, Costco, H&M, jcpenney, Last Call by Neiman Marcus, Modell‘s, Nike Factory Store, Nordstrom Rack, Off Broadway Shoes, Saks OFF 5TH

Notes: Adding Cheesecake Factory, Bobby Flay, Christmas Tree Shops, Buy Buy Baby

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COMPETITIVE ANALYSIS – PARKWAY CROSSING WEST

Property: Parkway Crossing West

Address: 2542 Prince William Parkway

Anchor Space Available:

25,240 SF (Roomstore)

Asking Rent: $16 p.s.f. / $3.00 NNN

Parking Provided: 128 spaces

Tenants: Target, Value City Furniture

Notes: Stand-alone former RoomStore Furniture store available.

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COMPETITIVE ANALYSIS – POTOMAC TOWN CENTER

Property: Potomac Town Center

Address: I-95 Between Opitz & Dale Boulevards

Retail SF: 550,000 SF

Rent Comps: •Golfsmith (18,414 SF): $17 p.s.f. •REI (26,000 SF): $26 p.s.f.

Tenants: Wegman’s, Old Navy, REI, ULTA, DSW, Golfsmith, PF Changs, Travinia, Firebirds, White House Black Market, Chicos, Ann Taylor Loft

Notes: Commercial Office (500,000 SF) 500 Residential Units

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COMPETITIVE ANALYSIS – SMOKETOWN STATION

Property: Smoketown Station

Address: Prince William Parkway & Worth Avenue

Retail SF: 494,506 SF

Anchor Space Available: •12,593 SF (Ulta) •12,000 SF (Fashion Bug)

Asking Rent: •Ulta: $25 p.s.f. / $5.45 NNNs •Fashion Bug: $17 p.s.f. / $4.60 NNNs

Rent Comps: •LA Fitness (47,328 SF): $17.50 p.s.f./$50 p.s.f. TI •Dick’s Sporting Goods (57,437 SF): $15.50 p.s.f./$55 p.s.f. TI

Tenants: Dicks Sporting Goods, LA Fitness, Best Buy, PetSmart, Shoppers Food Warehouse

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COMPETITIVE ANALYSIS – POTOMAC FESTIVAL SHOPPING CENTER

Property: Potomac Festival Shopping Center

Address: Potomac Mills Road & Opitz Blvd

Retail SF: 337,649 SF

Rent Comps: •Savers (29,761 SF): $10.73 p.s.f. / $5 NNNs •Everest College (35,402 SF): $19 p.s.f. / $5 NNNs •Swim Kids (10,200 SF): $11 p.s.f. / $5 NNNs •Paul Mitchell (9,685 SF): $17 p.s.f. / $5 NNNs

Tenants: HH Gregg, Savers, Everest College, David’s Bridal, Staples, Outback, Sakura, Hard Times Café

Notes: Significant shop-space vacancy still remains.

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COMPETITIVE ANALYSIS – PRINCE WILLIAM SQUARE SHOPPING CENTER

Property: Prince William Square Shopping Center

Address: 14200 Smoketown Road

Retail SF: 232,957 SF

Anchor Space Available & Asking Rent:

•55,000 SF: Mid-Teens p.s.f. / $3.71 NNNs •32,120 SF (Conway): Low-Teens p.s.f. / $3.71 NNNs

Rent Comps: •JoAnn Fabrics (23,840 SF): Low-to-Mid Teens p.s.f. / $3.71 NNNs

Tenants: Ashley Furniture, Harbor Freight Tools, JoAnn Fabrics, Conway, Rainbow, Dairy Queen

Notes: 55,000 SF medical office space & Conway space coming available.

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SINGLE TENANT BUILDING TIMING (Likely best case scenario)

•Tenant Identification •Identify prospect - 30 to 90 days •Negotiate LOI, receive real estate committee approval within 90 to 180 days from tenant identification •Lease negotiation - 45 to 90 days after REC approval

•Preparation of plans, permits, construction* •Tenant plans prepared - 30 to 60 days after lease execution •Special Exception for tenant over 80,000 square feet - 240 to 365 days in Prince William County (might be concurrent with plans) •Exterior and interior improvements 120-180 days

•Tenant opens 4th quarter 2014 to early 2015

*Consulted with Teel Construction on permitting and construction assumptions **Does not contemplate approvals that may be required from Simon – which could take 3-6 months

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MULTI-TENANT BUILDING TIMING (Likely best case scenario)

•Tenant Identification •Identify prospects - 60 to 120 days •Negotiate LOI’s, receive Real Estate Committee approvals - 90 to 180 days from tenant identification •Lease negotiations - 45 to 90 days after REC approvals

•Preparation of plans, permits, construction* •Tenant plans prepared - 30 to 60 days after lease execution •Plan approval from Prince William County - 60 to 90 days •Landlord construction (split and upgrade utilities, demise spaces, construct common areas and interior corridors, new exterior facades, deliver as cold dark shell) - 150 to 180 days from permits •Tenant construction - 60 to 90 days from delivery of premises

•Tenants open 4th quarter 2014 to early 2015

*Consulted with Teel Construction on permitting and construction assumptions **Does not contemplate approvals that may be required from Simon – which could take 3-6 months

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TEAM MEMBER BIO: GEORGE GALLOWAY

George Galloway entered the commercial real estate industry in 1984, after receiving his Bachelor of Business Administration from Southern Methodist University in Dallas, Texas. George has extensive knowledge and experience in planning and implementing store positioning, site acquisition and disposition strategies in over 40 major retail markets across the United States. His primary client base over the last 26 years has been national credit retailers, restaurant groups and shopping center owners. Galloway opened Next Realty’s Washington office in May 1999 after several years with Northwest Atlantic Real Estate Services, where he served as Executive Vice President and Managing Member. Prior to that he served as Senior Vice President and Regional Manager for Staubach Retail Services from 1987 to 1994. He began his career at Henry S. Miller/Grubb & Ellis in 1984. Galloway offices in McLean, Virginia and is a licensed real estate broker in several states and the District of Columbia, and is active in ICSC, and serves on the Board of the Inova Hospital Foundation. George is married to Lien Galloway, an Associate General Counsel of The Peace Corps, and has 2 terrific daughters, Lan Anh and Christine Galloway.

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TEAM MEMBER BIO: RAY SCHUPP

Ray Schupp joined Next Realty as an Associate in 2003 and was promoted to Principal in 2008. Ray specializes in retail tenant and landlord representation throughout the Mid-Atlantic Region and is a licensed salesperson in Virginia, Maryland, West Virginia, and the District of Columbia. Since joining Next Realty, Ray has played an active or lead role in the closing of over three million square feet of retail sale or lease transactions. Ray’s list of retail clients served includes Target, Kohl’s, BJ’s Wholesale Club, Dick’s Sporting Goods, LA Fitness, Circuit City, Michaels Arts & Crafts, Books A Million, Golf Galaxy, Office Depot, McDonald’s, Texas Roadhouse, Hollywood Video, and T Mobile. Currently, Ray is responsible for leasing approximately two million square feet of retail space in the Mid-Atlantic Region. Representing developers, Ray assists in all facets of the development; from site identification, acquisition, securing of anchor tenants, to project lease up. Ray’s experience ranges from urban retail in mixed use-developments to suburban shopping centers. Ray graduated from Drew University with a B.A. in Economics and is a candidate for a Masters in Real Estate at Georgetown University. Ray is a native Washingtonian, and currently lives in Georgetown and offices in McLean, VA.

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TEAM MEMBER BIO: ANDREW ROSE

Andrew Rose joined Next Realty as an Associate in 2007. Andrew specializes in retail tenant and landlord representation throughout the Mid-Atlantic region and is a licensed salesperson in Virginia, Maryland and the District of Columbia. Since joining Next Realty, Andrew has played an active role assisting in the closing of over 500,000 square feet of retail lease transactions. Representing developers and retail tenants, Andrew assists in all facets of development; from site identification, acquisition, securing of anchor tenants, to project lease up. Andrew’s experience ranges from urban retail in mixed use-developments to suburban shopping centers. Andrew graduated from the University of Maryland with a B.A. in Government and Politics in 2006 as well as a Masters in Real Estate Development in 2009. Andrew is a native Washingtonian and currently lives in Bethesda, MD and offices in McLean, VA.

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REFERENCES

● Taylor Chess

Senior Vice President - Retail

The Peterson Companies

12500 Fair Lakes Circle, Suite 400

Fairfax, VA 22033

Phone: (703) 631-7520

tchess@petersoncos.com

● Gordon Ashby

Vice President of Leasing, Mid-Atlantic Region

Kimco Realty Corporation

170 W Ridgely Road, Suite 300

Lutherville, MD 21093

Phone: (410) 684-2000

gashby@kimcorealty.com

● Jim Thompson

Managing Director

Regency Centers

One Independent Drive, Suite 114

Jacksonville, FL 32202

Phone: (904) 598-7620

jthompson@regencycenters.com

● Jack Waghorn

President

NV Retail Incorporated

8230 Leesburg Pike, Suite 500

Vienna, VA 22182

Phone: (703) 448-4311

jwaghorn@nvretail.com

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SIGNIFICANT CLIENTS (PAST & PRESENT)

Target Stores Kohl’s Department Stores BJ’s Wholesale Office Depot Sun & Ski Sports Organized Living CompUSA Fiesta Mart, Inc. IHOP Corporation Hechinger Company Fleming’ Prime Steakhouse & Wine Bar La Madeleine French Bakery & Café Corner Bakery Cafe Circuit City Michael’s Arts & Crafts

Rave Theaters The Home Depot Dicks Sporting Goods Lowes Home Improvement LL Bean Mercantile Stores SteinMart, Inc. Sportmart, Inc. Costco Wholesale Elder Beerman Stores Company Muvico Theatres Biaggi’s Ristorante Italiano Ace Hardware Corporation Golf Galaxy Texas Roadhouse Krispy Kreme Doughnuts