14 UNITS PLUS RETAIL in OKC's PASEO ARTS DISTRICT 3017 North Lee Avenue | Oklahoma City, Oklahoma 73103 2 Offering Summary

14 UNITS PLUS RETAIL IN OKC'S PASEO ARTS DISTRICT 3017 North Lee Avenue | Oklahoma City, Oklahoma 73103 2 Offering Summary

Oklahoma City Office 204 North Robinson EXCLUSIVE REPRESENTATION Suite 700 Newmark Knight Frank Multifamily has been exclusively retained to represent the Seller in the Veterans Affairs Medical Center Oklahoma City, OK 73102 disposition of Chardonnay (Property). All inquiries about the Offering or the Property should be 77 35 62 T 405-840-1500 BHGE Energy directed to Newmark Knight Frank Multifamily. 35 35 62 35 Innovation Center Brookings State Innovation District 40 Capitol OKC PROPERTY VISITATION CBD Ted Prince Prospective purchasers will have the opportunity to visit the Property via pre-scheduled property 77 T 405-630-0862 tours. These tours will include access to a representative sampling of units and access to common 235 [email protected] areas and other similar facilities. In order to accommodate the property’s ongoing operations, visitation will require advance notice and scheduling through Newmark Knight Frank. Justin Wilson PASEO DRIVE OFFER SUBMISSION The Paseo Plunge SixTwelve Inc. T 405-605-2546 Studio Six Paseo Gallery One Offers should be presented in the form of a non-binding Letter of Intent, spelling out the significant Paseo Pottery Jonque Mode 77 Prairie Arts Collective Oklahoma Shakespeare [email protected] 235 ReModernOK Contemporary Art Gallery terms and conditions of Purchaser’s offers including, but not limited to: Brayer & Brush OSO Paseo Paseo Drive Picasso Café Sauced on Paseo Holey Rollers Samir Groceries Old Trinity of Paseo Event Venue Scratch Kitchen & Cocktails, Paseo Tim McKay (1) asset pricing In Your Eye Studio & Gallery Paseo Grill Literati Press Bookshop Annex Barbershop T 405-879-4768 (2) due diligence and closing time frame Betsy King. A Shoe Boutique The Daley Gun Izakaya Frida Southwest [email protected] (3) Earnest Money deposit Paseo Farmers Market (4) a description of the debt / equity structure Brandon Lamb, CCIM (5) qualifications to close T 918-551-7600 NW Walker Avenue [email protected] The purchase terms shall require that All Cash be paid at closing. Offers should be delivered to the attention of one of the brokers at the address and / or emails listed.

Ben McKay FINANCING T 405-213-2991 For parties interested in receiving debt quotes, Newmark Knight Frank facilitates agency, life company, Paseo Drive [email protected] bank, bridge, and mezzanine financing options for the acquisition of Chardonnay.

North Shartel Avenue

Steven Leitch George Wisecarver T 301-347-4822 T 301-347-4870 Licensed as Newmark Knight Frank Multifamily in Oklahoma. [email protected] [email protected]

Confidential Offering Memorandum 3

Veterans Affairs Medical Center

77 35 62 BHGE Energy 35 35 62 35 Innovation Center Brookings State Innovation District 40 Capitol OKC CBD 77 235

PASEO DRIVE The Paseo Plunge SixTwelve Inc. Studio Six Paseo Gallery One Paseo Pottery Jonque Mode 77 Prairie Arts Collective Oklahoma Shakespeare 235 ReModernOK Contemporary Art Gallery Brayer & Brush OSO Paseo Paseo Drive Picasso Café Sauced on Paseo Holey Rollers Samir Groceries Old Trinity of Paseo Event Venue Scratch Kitchen & Cocktails, Paseo In Your Eye Studio & Gallery Paseo Grill Literati Press Bookshop Annex Barbershop Betsy King. A Shoe Boutique The Daley Gun Izakaya Frida Southwest Paseo Farmers Market

NW Walker Avenue

Paseo Drive

North Shartel Avenue

Chardonnay | 96 Multifamily Units 4 Executive Summary Chardonnay 3017 North Lee Avenue Oklahoma City, Oklahoma 73103 Oklahoma County

PRICE TERMS YEAR BUILT TBD CASH 1949

TOTAL NUMBER AVERAGE RESIDENTIAL OF UNITS UNIT SIZE (SF) OCCUPANCY (FEBRUARY 2020) 14 750 93.3%

NET RENTABLE AVG MARKET RENT AVG MARKET AREA (SF) PER MONTH RENT PER SF 10,500 $721 $0.96

Confidential Offering Memorandum Property Highlights 5

STRONG PROPERTY FUNDAMENTALS STRONG MARKET AND SUBMARKET • Three-story vintage workforce asset with ground-level FUNDAMENTALS retail in Oklahoma City’s Paseo Arts District • Nearly 50% renter-occupied households with a high • Average $60 monthly rent premiums on partly- or fully- concentration of Millennials. Only 20 market-rate renovated units since 4Q 2018 for all new leases and units delivered in the submarket since 1Q 2016 and renewals no projects currently under construction as of 1Q 2020 (CoStar) • Video security, assigned parking, and community laundry room • Average submarket asking rents have increased for eleven consecutive quarters (REIS) ADVANTAGEOUS LOCATION • 93.9% average market-rate occupancy forecast through 4Q 2023 • Walking distance to Paseo Drive’s fine dining, galleries, and boutique retail (RealPage, 4Q 2019, Intown Oklahoma City submarket) • Short commute times to Oklahoma City University (1.0 mile), SSM Health Positive OKC MSA net migration, population growth rate exceeds the St. Anthony Hospital (1.7 miles), the Oklahoma State Capital (2.1 miles), • U.S. average (Moody’s), MSA civilian labor force growth rate exceeds the and the Central Business District (2.5 miles) national average (BLS) • Over 14,000 businesses and 221,000 employees within a five-mile radius: 2.8% December, 2019 Oklahoma City MSA unemployment rate 62.3% white collar workforce • continues to track below same-month state (3.4%) and national (3.5%) averages (BLS) 6 Property Information

NO. of BUILDINGS 1 Residential Building with YEAR BUILT 1949 Ground-level Retail

LAND SIZE 0.34 Acres PARKING 14 Total Spaces (assigned) • 6 Covered Spaces • 2 Covered Handicap Spaces DENSITY 41.18 Units Per Acre • 6 Open Spaces

SCHOOL DISTRICT Oklahoma City Public Schools ZONING NC; Neighborhood Conservation • Wilson Elementary School (pre-K through grade 4) 0.8 mile MECHANICAL • F. D. Moon Middle School SYSTEM / UTILITIES (grades 5 through 8) 3.8 miles Electric Metering Individual; resident pays directly to provider • Frederick Douglass High School HVAC Individual (grades 9 through 12) 4.5 miles Hot Water Individual Water / Sewer Master; owner pays Billing EMPLOYEE UNITS None Gas Metering None Trash Fee None Pest Fee None MODEL UNITS None CONSTRUCTION Style Garden Exterior Brick Veneer / Stone Veneer NON- OR REDUCED- REVENUE UNIT Roof Pitch / Clay Tile None

Confidential Offering Memorandum Unit Mix 7

RESIDENTIAL UNIT MIX UNIT TYPE Average Average # of % of Unit Total Bed / Bath Market Rent Market Rent Units Total Size SF Unit SF 29% Per Month Per SF 6 1 BR / 1 BA 42.9% 700 4,200 $687 $0.98 2 1 BR / 1 BA 14.3% 725 1,450 $699 $0.96 1 1 BR / 1 BA 7.1% 800 800 $699 $0.87 71% 4 2 BR / 1 BA 28.6% 800 3,200 $793 $0.99 1 1 BR / 1 BA 7.1% 850 850 $699 $0.82

14 100.0% 750 10,500 $721 $0.96 1 BEDROOM 2 BEDROOM

TOTALS / AVERAGES CURRENT CONCESSIONS UNIT SIZE TOTAL # OF UNITS 14 NONE 7% NET RENTABLE SF (APPROXIMATE) 10,500 SCHEDULED MONTHLY RENT $10,088 43% | February 2020 AVERAGE MARKET RENT/MONTH $721 CURRENT OCCUPANCY AVERAGE MARKET RENT/SF $0.96 Residential: 93.3% – Physical Commercial: 100.0% – Physical AVERAGE UNIT SIZE 750 SF 36%

COMMERCIAL UNIT MIX

Average Average 700 SF 14% # of Unit Tenant Market Rent Market Rent 725 SF Units Size SF Per Month Per SF 800 SF 850 SF 1 Natural Green Dispensary, Inc. 2,100 $3,105 $1.48

Chardonnay | 96 Multifamily Units 8 Site Plan

COVERED PARKING

GATE (NOT IN USE)

NORTHWEST 30TH STREET

OPEN PARKING

GATE (NOT IN USE) GATE

NORTH LEE AVENUE

Subfloor Commercial Space 1st and 2nd Floor Residential Subfloor Laundry Room 1st and 2nd Floor Residential Subfloor Storage 1st Floor Patio 2nd Floor Balcony Residential Fence

Confidential Offering Memorandum

Floor Plans – Sublevel 9 UP

BEDROOM

STORAGE DINING KITCHEN BATH LAUNDRY

HOT CLOSET HVAC WATER RETAIL LIVING

ENTRY

DINING ENTRY

HOT WATER

HVAC

LIVING DOWN KITCHEN

BATH

CLOSET BEDROOM

Chardonnay | 14 Multifamily Units 10 Floor Plans – First Floor

COVERED PARKING

DOWN DOWN

CLOSET CLOSET CLOSET STORAGE

BATH BATH BEDROOM UP BEDROOM BEDROOM BEDROOM BEDROOM

DOWN CLOSET HOT PATIO WATER HOT WATER HVAC HVAC BATH CLOSET DINING HOT CLOSET BATH WATER HVAC HOT LIVING WATER LIVING HVAC

DINING KITCHEN KITCHEN KITCHEN KITCHEN ENTRY ENTRY ENTRY

CLOSET DINING LIVING LIVING CLOSET DOWN DOWN DINING CLOSET ENTRY CLOSET ENTRY

DINING DOWN

DINING

KITCHEN LIVING LIVING KITCHEN HOT WATER

HOT WATER HVAC

HVAC CLOSET BATH CLOSET CLOSET BATH

BEDROOM BEDROOM BEDROOM

Confidential Offering Memorandum Floor Plans – Second Floor 11

DOWN DOWN

CLOSET CLOSET CLOSET STORAGE

BATH BATH BEDROOM UP BEDROOM BEDROOM BEDROOM BEDROOM

DOWN CLOSET HOT BALCONY WATER HOT WATER HVAC HVAC BATH CLOSET DINING HOT CLOSET BATH WATER HVAC HOT LIVING WATER LIVING HVAC

DINING KITCHEN KITCHEN KITCHEN KITCHEN ENTRY

ENTRY ENTRY

CLOSET DINING LIVING LIVING CLOSET BALCONY BALCONY DINING CLOSET ENTRY CLOSET ENTRY

DINING DOWN

DINING

KITCHEN LIVING LIVING KITCHEN HOT WATER

HOT WATER HVAC

HVAC CLOSET BATH CLOSET CLOSET BATH

BEDROOM BEDROOM BEDROOM

Chardonnay | 14 Multifamily Units 12 Community Amenities

• Laundry Room

• Courtyard with Seating Area

• Ground-floor Retail Unit

• Gated Parking Access (not in use)

• Covered Parking (assigned)

• 24 Hour Emergency Maintenance

Confidential Offering Memorandum Unit Appointments 13

• Deadbolt and Viewer on Entry Door • Faux Plank Flooring in Entry, Kitchen, and Bathroom • Carpeted Living and Dining Areas • Brushed Nickel Hardware • Coat Closet * • Patio or Balcony *

• CleanSteel Appliance Package * >> Frost-free Refrigerator >> Self-cleaning Oven >> Multi-cycle Dishwasher • Double Stainless Steel Sink with Disposal and Vegetable Sprayer

• Lighted Ceiling Fan in Master Bedroom * • Carpeted Bedroom(s)

* select units

Chardonnay | 14 Multifamily Units 14 Proforma

REVENUES Per SF Per Unit GROSS SCHEDULED RENT (1) $124,082 $11.82 $8,863 Vacancy Loss (5%) ($6,204) ($0.59) ($443) Concessions (1%) ($1,241) ($0.12) ($89) TOTAL RENTAL INCOME $116,637 $11.11 $8,331 RUBS Income (2) $990 $0.09 $71 Other Income (3) $543 $0.05 $39 Plus: Commercial Income (3) $36,000 $3.43 $2,571 Total Other Income $37,532 $3.57 $2,681 EFFECTIVE GROSS INCOME $154,170 $14.68 $11,012 OPERATING EXPENSES NOTES (1) GSR grown 2.5% from the January CONTROLLABLE EXPENSES Unit Mix Repairs and Maintenance ($10,500) ($1.00) ($750) (2) RUBS & Other Income grown 3% from December 2019 T-12 Actual Trash ($3,850) ($0.37) ($275) (3) Commercial Income set equal to the Administrative ($1,400) ($0.13) ($100) January Unit Mix (4) Adjusted Utilities are grown 3% from Marketing ($700) ($0.07) ($50) December 2019 T-12 Actual Utilities (4) ($22,317) ($2.13) ($1,594) (5) Real Estate Tax = 2019 Assessed Value x 2019 Tax Rate Total Variable Expenses ($38,767) ($3.69) ($2,769) Real Estate Tax (5) ($10,488) ($1.00) ($749) Actual numbers are based upon financial information provided by the client. Buyers Insurance ($5,600) ($0.53) ($400) are advised to consult their tax counsel with Management Fee ($15,417) ($1.47) ($1,101) regard to tax matters. TOTAL EXPENSES ($70,272) ($6.69) ($5,019) NET OPERATING INCOME $83,897 $7.99 $5,993

Confidential Offering Memorandum Taxes + Deposits & Fees 15

TAX INFORMATION Chardonnay Account Number R047248760 Improvements $711,898 Land Value $89,352 Taxable Market Value $801,250 Assessment Ratio 11% Gross Assessed Value $88,138 Tax Value 2019 Taxes Per $1,000 of Assessed Value DEPOSITS & FEES Oklahoma City $1,358 15.41 Application Fee $30 per applicant Oklahoma City #89 $5,176 58.73 Security Deposit $200 (all floor plans)

Metro Tech Center #22 $1,883 21.37 Administration Fee None Oklahoma County $2,070 23.49 Transfer Fee None 2019 Tax Bill $10,488 119.00 Pet Fee (non-refundable) $150 per pet

Pet Deposit * None

Additional Pet Rent $15 per pet per month

* Two-pet maximum

Chardonnay | 14 Multifamily Units 16 Rent Comparables Summary

TOTAL NET AVERAGE EFFECTIVE EFFECTIVE YEAR BUILT # OF RENTABLE UNIT SIZE MARKET MARKET RENT RENT PSF CURRENT PROPERTY (RENOVATED) UNITS SF (SF) RENT RENT PSF PER MO. PER MO. OCCUPANCY

Casa Rosa 1 524 Northwest 30th Street 1955 13 7,800 600 $623 $1.04 $616 $1.03 85.0%

The Ace Paseo 2 513 Northwest 29th Street 1968 (2019) 14 8,008 572 $875 $1.53 $875 $1.53 85.7%

The Market at Paseo 3 600 Northwest 29th Street 1966 32 24,800 775 $845 $1.09 $840 $1.08 93.7%

Totals / Averages 59 40,608 688 $803 $1.17 $799 $1.16 89.9%

Chardonnay 3017 North Lee Avenue 1949 14 10,500 750 $721 $0.96 $722 $0.97 93.3%

Effective Rents calculated as Market Rent minus Concessions Source: CoStar, and property websites

Confidential Offering Memorandum NW 36TH STREET NW 36TH STREET NW 36TH STREET

MEMORIAL N KELLEY AVENUE

N LINCOLN BOULEVARD NORTH PENNSYLVANIA AVENUE PARK 235 N WALKER AVENUE 17 EDGEWOOD PARK

N PROSPECT AVENUE

N CLASSEN BOULEVARD 1 Casa Rosa 2 NW 30 TH STREET The Ace Paseo SPARROW 3 The Market at Paseo 1 PARK 3 2 GOODHOLM PARK OKLAHOMA CITY UNIVERSITY OKLAHOMA NW 23RD STREET NW 23RD STREET STATE NW 23RD STREET CAPITOL 235

N KELLEY AVENUE

N WESTERN AVENUE

NW 16TH STREET NE 16TH STREET

N BROADWAY AVENUE

N LOTTIE AVENUE

NE 13TH STREET NE 13TH STREET

UNIVERSITY OF OKLAHOMA MEDICAL CENTER

N LINCOLN BOULEVARD NW 10TH STREET

N CLASSEN BOULEVARD NE 10TH STREET NE 10TH STREET

N WESTERN AVENUE SSM ST. ANTHONY HOSPITAL

NORTH PENNSYLVANIA AVENUE NE 8TH STREET

LINWOOD BOULEVARD

NORTH VIRGINIA AVENUE 235

NE 4TH STREET NE 4TH STREET NE 4TH STREET

MYRIAD OKLAHOMA CITY BOULEVARD BOTANICAL GARDENS RENO AVENUE RENO AVENUE RENO AVENUE 18 Rent Comparable 1

Average Average Average Average Average Market Rent Effective No. % of Market Rent Effective Rent Bed / Bath Unit Size PSF per Rent PSF per Units Total per Month per Month (SF) Month Month 1 BR / 1 BA 13 100.0% 600 $623 $1.04 $616 $1.03

13 100.0% 600 $623 $1.04 $616 $1.03

COMMUNITY AMENITIES • Leasing Office • Koi Pond • Limited Access Gates • Courtyard • Laundry Facility WiFi Hotspot UNIT AMENITIES • Carpeting • Multi-cycle Dishwasher CASA ROSA • Frost-free Refrigerator • Spacious Closets

Address 524 Northwest 30th Street

City, State, Zip Oklahoma City, OK 73118 No. of Units 13 Avg Unit Size 600 Year Built 1955

Current Occupancy 85.0% Varies according to available floor Current Concessions plan Avg Market Rent Per Mo. $623 Avg Market Rent Per SF $1.04 $1.06

Confidential Offering Memorandum Rent Comparable 2 19

Average Average Average Average Average No. % of Market Rent Effective Bed / Bath Unit Size Market Rent Effective Rent Units Total PSF per Rent PSF per (SF) per Month per Month Month Month 1 BR / 1 BA 14 100.0% 572 $875 $1.53 $875 $1.53

14 100.0% 572 $875 $1.53 $875 $1.53

COMMUNITY AMENITIES • Leasing Office • WiFi • Laundry Facility

UNIT AMENITIES THE ACE PASEO • Faux Wood Flooring • Frost-free Refrigerator • Spacious Closets • White Appliance Package * • Multi-cycle Dishwasher Address 513 Northwest 29th Street • Black Appliance Package * • Built-in Microwave * select units City, State, Zip Oklahoma City, OK 73103 No. of Units 14 Avg Unit Size 572 Year Built / Renovated 1968 / 2019 Current Occupancy 85.7% Current Concessions None Avg Market Rent Per Mo. $875 Avg Market Rent Per SF $1.53 $1.06

Chardonnay | 14 Multifamily Units 20 Rent Comparable 3

2 BR / 1 BA 16 50.0% 800 $891 $1.11 $882 $1.10

32 100.0% 775 $845 $1.09 $840 $1.08

COMMUNITY AMENITIES • Leasing Office • 24 Hour Emergency Maintenance • Courtyard

THE MARKET AT PASEO UNIT AMENITIES

Address 600 Northwest 29th Street • Stained Concrete Flooring • Multi-cycle Dishwasher • Washer / Dryer Included in Unit • Black Appliance Package • Built-in Microwave * • Spacious Closets City, State, Zip Oklahoma City, OK 73103 • Frost-free Refrigerator • Granite Countertops * select units No. of Units 32 Avg Unit Size 775 Year Built 1966 Current Occupancy 93.7% Varies according to available Current Concessions floor plan Avg Market Rent Per Mo. $845 Avg Market Rent Per SF $1.09 $1.06

Confidential Offering Memorandum 21

Chardonnay | 14 Multifamily Units 22 Area Demographics

1-Mile Radius 3-Mile Radius 5-Mile Radius 2010 Population Census 11,582 81,237 185,344 2019 Population Estimate 12,346 88,827 199,219 2024 Population Projection 12,790 93,150 207,226 Population Growth Annual Rate 2019 - 2024 0.71% 0.95% 0.79% 2019 Estimated Median Age 35.8 36.6 35.6 2019 Renter Occupied Percentage 47.9% 47.8% 44.7% 2019 Estimated Average Household Income $80,581 $65,290 $63,521 2019 Estimated Average Owner-Occupied Housing Value $277,645 $208,250 $208,862 Total Number of Businesses 837 8,534 14,572 Total Number of Employees 8,818 147,913 221,193

Source: 2020 Esri Online Analysis

Confidential Offering Memorandum Traffic Counts 23

WESTERN AVENUE NW 36TH STREET NW 36TH STREET NW 36TH STREET

MEMORIAL N KELLEY AVENUE

N LINCOLN BOULEVARD NORTH PENNSYLVANIA AVENUE PARK 2,617 cars/day 235 EDGEWOOD 5,140 cars/day PARK

N CLASSEN BOULEVARD

N PROSPECT AVENUE 76,571 cars/day

NW 30 TH STREET 3,156 cars/day 22,900 cars/day SPARROW 15,610 cars/day PARK

6,841 cars/day 3,938 cars/day GOODHOLM OKLAHOMA N WESTERN AVENUE PARK CITY UNIVERSITY 22,276 cars/day 15,900 cars/day OKLAHOMA NW 23RD STREET NW 23RD STREET STATE NW 23RD STREET CAPITOL 235

N KELLEY AVENUE

91,700 cars/day NE 16TH STREET 26,420 cars/day NW 16TH STREET N WALKER AVENUE

N BROADWAY AVENUE 28,640 cars/day

N LOTTIE AVENUE

NE 13TH STREET NE 13TH STREET

UNIVERSITY OF 95,100 cars/day OKLAHOMA 24,460 cars/day MEDICAL CENTER

N LINCOLN BOULEVARD NW 10TH STREET N CLASSEN BOULEVARD NE 10TH STREET 15,100 cars/day NE 10TH STREET N WESTERN AVENUE SSM ST. ANTHONY HOSPITAL

NORTH PENNSYLVANIA AVENUE NE 8TH STREET

LINWOOD BOULEVARD

NORTH VIRGINIA AVENUE 235

87,000 cars/day NE 4TH STREET NE 4TH STREET NE 4TH STREET

120,900 cars/day MYRIAD OKLAHOMA CITY BOULEVARD BOTANICAL GARDENS RENO AVENUE RENO AVENUE RENO AVENUE 24 Oklahoma City Metro Overview 25 26 Oklahoma City at a Glance

The diverse Oklahoma City business landscape includes major employers in aerospace, biosciences, manufacturing, healthcare, education, finance / insurance, transportation, oil and gas, and telecommunications. The MSA also benefits from a growing base of private companies headquartered in the Metro – Love’s Travel Stops ranks 16th on Forbes’ list of largest U.S. private companies, software giant Paycom ranks sixth among Fortune’s 100 fastest-growing companies, and the City of Oklahoma City, BancFirst, Oklahoma Heart Hospital, and Love’s Travel Stops are all included in Forbes' 2019 list of America’s best employers.

CONSECUTIVE MSA FY 2019 SALES 2019 MULTIFAMILY MSA QUARTERS OF POPULATION TAX REVENUES TRANSACTION UNEMPLOYMENT ASKING RENT GROWTH (3.1% YOY INCREASE) SALES VOLUME (BLS, December 2019) 2.8% 10 15.7% $256M (The Journal, Record, $541.3M INCREASES SINCE 2010 (The Oklahoman) (REIS, November 2019) (Esri, January 2020) January 2020)

MSA EMPLOYMENT BY INDUSTRY MSA KEY DEMOGRAPHIC INDICATORS BUREAU OF LABOR STATISTICS, DECEMBER 2019 ESRI, JANUARY 2020

GOVERNMENT 20.0% 1,420,798 549,140 2.53 Population Households Average Size TRADE, TRANSPORTATION, AND UTILITIES 17.6% Household

EDUCATION AND HEALTH SERVICES 14.4% 36.4 $77,845 $215,403 Median Average Average Age Household Income Home Value PROFESSIONAL AND BUSINESS SERVICES 13.0%

LEISURE AND HOSPITALITY 11.0%

MANUFACTURING 5.2% 6.7% 20.5% 19.2% Lorem ipsum Greatest Generation Baby Boomer: Generation X: Born 1945/Earlier Born 1946 to 1964 Born 1965 to 1980 CONSTRUCTION 5.1%

FINANCIAL 5.1%

OTHER 4.5% 25.8% 23.9% 4.0% Millennial: Generation Z: Alpha: Born 1981 to 1998 Born 1999 to 2016 Born 2017 to Present 3.0% MINING AND LOGGING

1.1% INFORMATION

U.S. Census Bureau, Esri forecasts for 2019 and 2024, Esri Vintage 2019 Time Series

Confidential Offering Memorandum

U.S. Census Bureau, Esri forecasts for 2019 and 2024, Esri Vintage 2019 Time Series Economic Strength and Diversity 27

Oklahoma City-based Paycom Software Seven national and international Oklahoma City’s Tinker Air Force Base, The Horse Show Capital of the World, Oklahoma City is home to over 230 Inc. has been selected for inclusion in organizations have signed contracts for home to over 26,000 employees, is the Oklahoma City leads the nation in hosted aerospace firms employing over 36,000 the S&P 500, becoming the fifth conferences and conventions to be held new maintenance headquarters for the equine events. Since 2014 an average of workers and generating a $4.9 billion Oklahoma business listed on the well- in the all-new $288 million Oklahoma KC-46A next-generation aerial tanker. 836,000 show visitors have spent $175 impact on the MSA economy. OKC known index of large publicly-traded City Convention Center. Organizers Opened in October 2019, the 156-acre million annually in Oklahoma City with aerospace wins include military drone U.S. companies. Founded in 1998, the anticipate a total of more than 37,000 campus is bringing 1,300 new jobs to an additional $8.16 million in sales tax. developer Kratos Defense and Security human capital management company room-nights and $20 million in direct the base. Tinker will also be the Home to more equine events than any Systems, who recently announced closed at more than $300 per share for economic impact from these bookings maintenance headquarters for the B-21 other city in the world, Oklahoma City plans to build all of its tactical drones in the first time Wednesday, January 22nd, when the facility and adjoining $141 Raider stealth bomber, scheduled to is the venue of choice for more than a Oklahoma City and engine manufacturer a significant increase from $140 per million Omni Hotel open by early 2021. fly in the mid-2020s. The area’s largest dozen national and world championship Pratt & Whitney’s planned multi-million share a year ago. single-site employer, Tinker generates an horse shows, attracting riders from dollar upgrades to its facilities at nearby annual economic impact of $4.83 billion across the nation and world each year. Tinker Air Force Base. in payroll, direct jobs, and indirect jobs.

Opened in August 2019, Amazon’s Ground-breaking discoveries made Oklahoma City’s dynamic Tech Sector Mike Monroney Aeronautical Center When Oklahoma City’s First Americans 2.5 million-SF OKC Fulfillment by Oklahoma City-based biotechnical accounts for an estimated $2.7 billion houses the largest concentration Museum opens in the spring of 2021, it Center joins a 300,000-SF Sortation researchers have helped put Oklahoma in direct economic impact and employs of Department of Transportation will not only present the history of the Center and 60,000-SF Delivery Center, City on the map as a contender in the over 39,000 people. Leading OKC Tech employees outside of Washington D.C. 39 tribes indigenous to Oklahoma but generating over 2,500 jobs local bioscience and technology marketplace. industry sectors include IT and custom and generates an annual economic Native American history at the national economy. Local sales tax and property Oklahoma City’s bioscience companies software services, R&D and engineering impact of $1.65 billion. The center level. Originally conceived in 1994, revenue from the Fulfillment Center is boast annual revenues of more than $6.7 services, and telecommunications and and its work are involved in all aspects construction of the museum is being projected to be $2.6 million over the billion and support 51,000 workers with Internet Services. of the nation’s airspace system, which funded through a cooperative effort first two years. Estimated overall total compensation of $2.2 billion. manages 85,000 flights and 2.5 million between the Chickasaw Nation and the impact of the project for the first two passengers traveling to nearly 20,000 State of Oklahoma. Projected annual years exceeds $129 million. airports annually. economic impact is nearly $190 million.

Chardonnay | 14 Multifamily Units 28 Metropolitan Area Projects Plan (MAPS)

The $777 million MAPS 3 initiative has generated an estimated 25,000 new center, fund renovations to the historic downtown Union Station, and provide jobs and funded numerous projects including a downtown convention center additional funds for other ongoing MAPS projects and 70-acre park and the recently-opened streetcar line; to date, an estimated $7 billion in economic impact can be directly attributed to the original MAPS Oklahoma City voters passed MAPS 4 on December 10, 2019 by a historic 73% program margin. Projects include a multipurpose soccer stadium, a new multipurpose coliseum for the Oklahoma City Fairgrounds, addressing homelessness and A 2017 extension of the debt-free MAPS program, Oklahoma City’s “Better community mental health issues, and improvements to area transit systems. Streets, Safer City” is a 10-year $967 million bond package investing in streets, MAPS 4 will raise a projected $978 million over eight years, debt-free, funded by fire and police facilities, parks, and other municipal upgrades a temporary one-cent sales tax which will go into effect April 1st, 2020 when the “Better Streets, Safer City” temporary sales tax expires As of January 2019, the one-cent MAPS sales tax has generated over $20 million in surplus revenue, allowing city leaders to develop a fifth senior

Voter aroe MAPS eteo MAPS eteo MAPS 4 ae MAPS eteo for Area a NBA for Better Street, y 72% for mot ractce faclty Safer Cty

1993 1998 2001 2008 2009 2017 2018 2019

Voter aroe MAPS for K MAPS 3 Grorea the ﬁrst set of aroe aroe for MAPS 3 MAPS roect coeto ceter

Confidential Offering Memorandum MAPS 4 29

In December 2019, voters approved MAPS 4 by a 73% margin, which included 16 projects to address items ranging from sports and entertainment venues to help for those struggling with poverty and victims of abuse. A voluntary advisory board will work with the City Council to plan and implement the projects with input from the public.

Parks Homelessness $140 million will fund improvements to all of the parks in the city $50 million to reduce homelessness with affordable housing options. . Youth Centers Chesapeake Energy Arena $110 million will fund four new youth centers to provide activities and $115 million for capital maintenance and improvements for tenants and education. fans.

Senior Wellness Centers Animal Shelter $15 million for a fifth Senior Wellness Center, and $15 million for $38 million for a city animal shelter to replace the current outdated facility. scholarships for low-income seniors. Fairgrounds Coliseum Mental Health and Addiction $63 million to partially fund an arena that will replace the aging Jim Norick $40 million for mental health and substance abuse services. Arena.

Family Justice Center Operated by Palomar Diversion Hub $38 million will pay for a family justice center for victims of abuse and $17 million to work to keep low-level offenders out of jail. violence. Innovation District Transit $71 million to create a hub of innovation in the OU Health Sciences area. $87 million for upgrades, more buses and rapid transit lines. Freedom Center and Clara Luper Civil Rights Center Sidewalks, Bike Lanes, Trails and Streetlights $25 million to renovate Freedom Center and construct center to celebrate $87 million dedicated to bike and pedestrian roads and trails. civil rights history.

Beautification Multipurpose Stadium $30 million for beautification projects around the city. $37 million for a multipurpose stadium to host outdoor sporting events downtown.

Chardonnay | 96 Multifamily Units 30 Brookings Innovation District

OKC’s Automobile Alley and OU Health Center were the focus of an 18-month study by the Brookings Institution and Project for Public Spaces; issues under study included accessibility, collaboration between industries, and community outreach. The area has already shown promise in developing new startups in the city’s dynamic bioscience sector, which contributes more than $6.7 billion in economic activity, supports more than 51,000 jobs across the state, and has annual revenues of more than $4.1 billion. The Brookings State Institution estimates that 77% of all NIH investment in Oklahoma is RD 23RD Street Catal 23 Street directed toward companies and research in the Innovation District. H-Itety Me-Ue Corror Commercal Following recommendations made in the Brookings study, architecture firm Perkins + Will has unveiled strategic development plans for the Geeral Ura

Innovation District which will connect it to the surrounding community Lcol Bolear Neoroo and greatly expand support for research and entrepreneurial Secal Dtrct Htorc development. With Phase I of the Core Development plan scheduled to be completed by 2025 and Phase II by 2040, Perkins + Will forecasts the Innovation District will create 6,600 permanent jobs and $423 million in 235 wages with 16% in engineering and research and development, 31% in data sciences, and 53% in pharmaceuticals, biotech, medical devices, and healthcare. Overall economic impact is projected to be $1.2 billion. TH 13 Street L otte Aee Plans for improved access to the Innovation District include shuttle service, mass transit, and improvements to the 10th Street bridge with bike paths, greenspaces, and pedestrian walkways. 10TH Street 10TH Street

8TH Street

4TH Street

Confidential Offering Memorandum 40 40 Plan Phase 1A and 1B Core Development 31

PROJECTIONS 7 7

10TH ST Phase IA Phase IB B

2 L Completion 2025 Completion 2040 2 2 IN CO (estimated) (estimated) 7 5 2 OKLAHOMA BLOOD LN B LVD

IL ES AVE 4 INSTITUTE 3

ENERGY ST 7 235 INNOVATION Total Total CENTER Economic Labor 1 Impact $1.2B Income $423M 4 (estimated) (estimated) 2 2 2 2 2 CORE BUILDINGS OTHER ELEMENTS A 8TH STREET 1 INNOVATION HALL EXPANDED FOUNDERS PLAZA/ Innovation District A STILES CIRCLE 2 OFFICE/LABORATORY D PHASE APPROX. SQUARE7 FOOTAGE Innovation District Core Development 10TH STREET BRIDGE Study Area / Land Use Plan Boundary 3 HOTEL B EXPANSION C Core Phase 1A 270,000 ENHANCED STREETSCAPE 4 PARKING GARAGE C AND BICYCLE/PEDESTRIAN 6 Core Phase 1B 700,000 FACILITIES RESIDENTIAL 5 DIRECT LINK BETWEEN BAKER Adacent Parcels HUGHES-GE, THE INNOVATION 2,500,000 FUTURE OURP D DISTRICT CORE AND THE OU (long-term, by others) 6 BUILDING RESEARCH PARK Total Potential Development 3,470,000 FUTURE/ADJACENT MIXED-USE 7 DEVELOPMENT Total Parking (all structured) 3800 spaces

Chardonnay | 14 Multifamily Units 32 Select MSA Employers

COMPANY HQ Fortune 500 EMPLOYMENT SECTOR State of Oklahoma 47,300 Government Tinker Air Force Base 26,694 Military University of Oklahoma - Norman 12,700 Higher Education FAA Mike Monroney Aeronautical Center 7,000 Aerospace INTEGRIS Health ü 6,000 Healthcare Hobby Lobby Stores Inc. ü 5,100 Wholesale & Retail University of Oklahoma Health Sciences Center 5,000 Higher Education City of Oklahoma City 4,700 Government Oklahoma City Public Schools 4,633 Education Mercy Hospital ü 4,500 Healthcare OGE Energy Corporation ü 3,400 Utility OU Medical Center 3,300 Healthcare SSM Health Care of Oklahoma, Incorporated ü 3,000 Healthcare The Boeing Company * 3,000 Aerospace University of Central Oklahoma 3,000 Higher Education Norman Regional Hospital 2,950 Healthcare Edmond Public Schools 2,926 Education AT&T * 2,700 Telecommunications Devon Energy Corporation ü * 2,500 Oil & Gas Paycom ü 2,500 Business Services Sonic Corporation ü 2,460 Wholesale & Retail Oklahoma City Community College 2,100 Higher Education MidFirst Bank ü 2,000 Finance Dell * 1,950 Business Services Chesapeake Energy Corp. ü * 1,800 Oil & Gas Love's Travel Stops & Country Stores ü 1,800 Retail UPS * 1,800 Logistics BancFirst ü 1,700 Finance Hertz Corporation * 1,700 Rental Services Enable Midstream Partners ü 1,600 Oil & Gas American Fidelity ü 1,400 Finance / Insurance Cox Communications 1,400 Telecommunications Farmers Insurance Group * 1,300 Customer Service Great Plains Coca-Cola Bottling Company 1,300 Beverage Distribution Johnson Controls International 1,200 Manufacturing Bank of Oklahoma 1,100 Finance Continental Resources ü 1,080 Oil & Gas Dolese ü 1,000 Construction INTEGRIS Deaconess Hospital ü 1,000 Healthcare

ü Indicates headquarters in metro area; employee counts subject to change * Indicates Fortune 500 company; subject to change Source: Oklahoma Department of Commerce, The Greater Oklahoma City Partnership, putnamcityschools.org, Fortune.com/Fortune500/list, OKCPS Statistical Profile, EPS District Profile, Oklahoma City Chamber

Confidential Offering Memorandum Accolades 33

#2 #4 #7 Cities with the Lowest Places with the Most Best Cities for Recent Property and Income Incoming Investments College Graduates Taxes per Capita in Oklahoma HeyTutor.com Tax Foundation Smartadvisormatch.com (October 2019) (March 2019) (June 2019)

#1 #1 Easiest Places to Cities to Watch for Do Business Meetings and Events Top 5 CoStar Meetings Today AAA Cities with the (October 2019) (June 2018) General Obligation Youngest Entrepreneurs Bonds Rating LendingTree (9th Consecutive Year) (August 2018) Standard & Poor’s (February 2019)

#3 America’s Most Most Affordable Livable Community Cities to Live and Partners for Livable Work in 2019 Top 25 Top 50 Communities Business Student Best Cities for Travel Destinations (November 2018) (December 2018) Millennial Job-seekers for 2020 Jetty Travel + Leisure (October 2018) (December 2019) Top 10 Top 10 #1 Biggest Millennial Myriad Gardens, OKC Top Ten Public Parks Ease of Doing Business Boomtowns in America to Visit in the U.S. ASU Center for the Study of MagnifyMoney Economic Liberty (October 2019) Minnesota Star-Tribune (January 2019) (September 2019) 34 Appendix 35 36 Brokerage Services

Before working with a real estate broker, you should know that the duties of a broker depend on whom the broker represents. If you are a prospective seller or landlord (owner) or a prospective buyer or tenant (buyer), you should know that the broker who lists the Property for sale or lease is the owner’s agent. A broker who acts as a subagent represents the owner in cooperation with the listing broker. A broker who acts as a buyer’s agent represents the buyer. A broker may act as an intermediary between the parties if the parties consent in writing. A broker can assist you in locating a property, preparing a contract or lease, or obtaining financing without representing you. A broker is obligated by law to treat you honestly. IF THE BROKER REPRESENTS THE OWNER The broker becomes the owner’s agent by entering into an agreement with the owner, usually through a written listing agreement, or by agreeing to act as a subagent by accepting an offer of subagency from the listing broker. A subagent may work in a different real estate office. A listing broker or subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. The buyer should not tell the owner’s agent anything the buyer would not want the owner to know because an owner’s agent must disclose to the owner any material information known to the agent. IF THE BROKER REPRESENTS THE BUYER The broker becomes the buyer’s agent by entering into an agreement to represent the buyer, usually through a written buyer representation agreement. A buyer’s agent can assist the owner but does not represent the owner and must place the interests of the buyer first. The owner should not tell a buyer’s agent anything the owner would not want the buyer to know because a buyer’s agent must disclose to the buyer any material information known to the agent. IF THE BROKER ACTS AS AN INTERMEDIARY A broker may act as an intermediary between the parties if the broker complies with the laws of the state. The broker must obtain the written consent of each party to the transaction to act as an intermediary. The written consent must state who will pay the broker and, in conspicuous bold or underlined print, set forth the broker’s obligations as an intermediary. The broker is required to treat each party honestly and fairly. A broker who acts as an intermediary in a transaction: (1) shall treat all parties honestly; (2) may not disclose that the owner will accept a price less than the asking price unless authorized in writing to do so by the owner; (3) may not disclose that the buyer will pay a price greater than the price submitted in a written offer unless authorized in writing to do so by the buyer; and (4) may not disclose any confidential information or any information that a party specifically instructs the broker in writing not to disclose unless authorized in writing to disclose the information or required to do so by a court order or if the information materially relates to the condition of the Property. With the parties’ consent, a broker acting as an intermediary between the parties may appoint a person who is licensed under the state and associated with the broker to communicate with and carry out instructions of one party and another person who is licensed and associated with the broker to communicate with and carry out instructions of the other party. IF YOU CHOOSE TO HAVE A BROKER REPRESENT YOU, you should enter into a written agreement with the broker that clearly establishes the broker’s obligations and your obligations. The agreement should state how and by whom the broker will be paid. You have the right to choose the type of representation, if any, you wish to receive. Your payment of a fee to a broker does not necessarily establish that the broker represents you. If you have any questions regarding the duties and responsibilities of the broker, you should resolve those questions before proceeding. Listing Agent represents the Owner of Chardonnay.

Confidential Offering Memorandum Disclaimer 37

Prospective purchasers are hereby advised the Owner (“Owner”) of Chardonnay (“Property”) is soliciting offers through Newmark Knight Frank Multifamily, which may be accepted or rejected by the Owner at the Owner’s sole discretion.

Any solicitation of an offer for the Property offered hereunder will be governed by this Offering, as it may be modified or supplemented. Prospective purchasers are advised that as part of the offer process, the Owner will be evaluating several factors including the experience and financial qualifications of the purchasing entity.

The Owner shall have no obligation to accept any offer from any prospective purchaser. The Owner reserves the right to withdraw the Property from consideration at any time prior to final execution of a Purchase Agreement.

This Offering document is furnished to prospective purchasers for the purpose of determining whether to invest in the Property offered hereby. The information contained herein, or any other related information provided by the Owner, may not be reproduced, redistributed or used in whole or in part without the prior written consent of the Owner.

No person has been authorized to give any information or make any representation or warranty, either expressed or implied and, if given or made, such information or representation must not be relied upon.

While the Owner and Newmark Knight Frank have no reason to believe that the information provided herein or in subsequent information updates delivered to potential purchasers hereunder contains any material inaccuracies, neither the Owner nor Newmark Knight Frank nor any of the Owner’s or Newmark Knight Frank’s respective subsidiaries, affiliates, companies, or the officers, directors, employees, agents and representatives of any such entities, etc., make any representations or warranties, expressed or implied, as to the validity, accuracy or completeness of the information provided or to be provided, and nothing herein shall be deemed to constitute a representation, warranty or promise by any such parties as to the future performance of the Property or any other matters set forth herein.

Any obligations to prospective purchasers that the Owner may have with respect to the Property are limited to those expressly set forth in a fully executed Purchase Agreement between the parties. Prospective purchaser’s sole and exclusive rights against the Owner, with respect to this prospective transaction, the Property, or information provided herein or subsequently, shall be limited to those remedies expressly provided in an executed Purchase Agreement, which shall not survive the closing. Further, in no event shall prospective purchasers have any claims against the Owner, Newmark Knight Frank, or any of their respective affiliates for any damages, liability, or causes of action relating to the Purchase Agreement.

Prospective purchasers are not to construe the contents of this Offering or any prior or subsequent information communications from the Owner or any of their respective officers, employees or agents as legal, tax or other advice. Prior to purchasing, prospective purchasers should consult with their own legal counsel and personal and tax advisors to determine the consequences of an investment in the Property and arrive at an independent evaluation of such investment.

No commission or finder’s fee shall be payable to any party by the Owner nor any affiliate or agent thereof in connection with the sale of the Property unless otherwise agreed to by the Owner in writing.

Acquisition of Property such as that offered hereunder involves a high degree of risk and is suitable only for persons and entities of substantial financial means.

Chardonnay | 14 Multifamily Units Information for Chardonnay is available on our website at www.ngkf.com

OKLAHOMA CITY OFFICE Ted Prince Brandon Lamb, CCIM 204 North Robinson T 405-630-0862 T 918-551-7600 Suite 700 [email protected] [email protected] Oklahoma City, OK 73102 Justin Wilson Ben McKay T 405-840-1500 T 405-605-2546 T 405-213-2991 [email protected] [email protected]