Lycoming Mall Cir Pennsdale, PA 17756 PRESENTED BY

300 Lycoming Mall Cir Pennsdale, PA 17756 PRESENTED BY:

Matthews Retail Advisors Colliers International-Pittsburgh Kyle B. Matthews, CCIM Gregg Broujos Chairman & CEO Managing Director & Founding 310 919 5757 412 321 4200 | Ext. 206 [email protected] [email protected] License No. 01469842

Patrick Toomey Justin Kline Managing Partner Associate | Pittsburgh 310 919 5765 412 321 4200 | Ext. 203 [email protected] [email protected] License No. 00881133

CAPITAL MARKETS

BRIAN KREBS Barrington Capital 818 606 9476 [email protected] The Lycoming Mall is a 96% leased 806,788 square foot enclosed mall anchored by Macy’s, Sears, JC Penney, the Bon Ton, Dick’s Sporting Goods, and Burlington Coat Factory. The property, situated on a 156.48 acre parcel in Pennsdale, PA (Lycoming County) is North Central Pennsylva- nia’s largest enclosed mall, with over 85 retailers including its anchors plus nationally recognized retailers such as American Eagle Outfitters, Hollister, PacSun, Victoria’s Secret, Planet Fitness, among others. The Lycoming Mall draws nearly 6 million visitors per year, being located in North-Central Pennsylvania’s retail hub, approximately 12 miles east of Williamsport, the county seat and focal point of Lycoming County. The mall benefits from over 26,000 college and high school students within 35 miles of the property. The annual Little League World Series is held in nearby Williamsport, and draws over 100,000 spectators each August during the two-week event. Nearby Williamsport ranked sixth in the nation in “Best Performing Small Cities” list due to explosive job growth and boasts an unemployment rate of 6.1%, which is below the national average. Further- more, Williamsport’s job growth is projected to be 41.10%, which is 5% higher than the national average. TABLE OF CONTENTS EXECUTIVE SUMMARY Investment Highlights...... 8 Summary Operating Information / Pricing Matrix...... 9

PROPERTY INFORMATION Property Information ...... 10 Physical Description...... 11 Aerial Photos...... 12 Site Plan...... 14 Parcel Map...... 15 Local Map...... 16 Regional Map...... 17 Competition Map...... 18

DEMOGRAPHICS AND AREA OVERVIEW City and County Overview...... 20 Local Attractions...... 22 Demographics...... 25

FINANCIAL ANALYSIS Operating Overview...... 28 Assumptions...... 30 Market Leasing Assumptions...... 32 Projected Cash Flow...... 36 Historical Operating Information...... 37 Rent Roll...... 38 Significant Lease Terms...... 46 Lease Expiration Schedule ...... 48 Lease Expiration Graph...... 52 Tenant Sales Map and History...... 53 Tenant Sales History...... 54 Tenant Health Ratios...... 56

TENANT OVERVIEW Individual Tenant Overviews...... 59 CONFIDENTIALITY & DISCLAIMER STATEMENT

This Offering Memorandum contains select information pertaining to the business and affairs of The Lycoming Mall (“Property”). It has been prepared by Colliers International. This Offering Memorandum may not be all-inclusive or contain all of the information a prospective purchaser may desire. The information contained in this Offering Memorandum is confidential and furnished solely for the purpose of a review by a prospective purchaser of the Property. It is not to be used for any other purpose or made available to any other person without the written consent of Seller or Colliers International. The material is based in part upon information supplied by the Seller and in part upon financial information obtained from sources it deems reliable. Owner, nor their officers, employees, or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of this Offering Memorandum or any of its contents and no legal liability is assumed or shall be implied with respect thereto. Prospective purchasers should make their own projections and form their own conclusions without reliance upon the material contained herein and conduct their own due diligence.

By acknowledging your receipt of this Offering Memorandum for the Property, you agree:

1. The Offering Memorandum and its contents are confidential;

2. You will hold it and treat it in the strictest of confidence; and

3. You will not, directly or indirectly, disclose or permit anyone else to disclose this Offering Memorandum or its contents in any fashion or manner detrimental to the interest of the Seller.

Owner and Colliers International expressly reserve the right, at their sole discretion, to reject any and all expressions of interest or offers to purchase the Property and to terminate discussions with any person or entity reviewing this Offering Memorandum or making an offer to purchase the Property unless and until a written agreement for the purchase and sale of the Property has been fully executed and delivered.

If you wish not to pursue negotiations leading to the acquisition of the Property or in the future you discontinue such negotiations, then you agree to purge all materials relating to this Property including this Offering Memorandum.

A prospective purchaser’s sole and exclusive rights with respect to this prospective transaction, the Property, or information provided herein or in connection with the sale of the Property shall be limited to those expressly provided in an executed Purchase Agreement and shall be subject to the terms thereof. In no event shall a prospective purchaser have any other claims against Seller or Colliers International or any of their affiliates or any of their respective officers, Directors, shareholders, owners, employees, or agents for any damages, liability, or causes of action relating to this solicitation process or the marketing or sale of the Property.

This Offering Memorandum shall not be deemed to represent the state of affairs of the Property or constitute an indication that there has been no change in the state of affairs of the Property since the date this Offering Memorandum. INFORMATION PRICING AND FINANCIAL ANALYSIS

The Twisted Steel Arch is the work of internationally renowned sculp- tor Israel Hadany. The arch is one of the tallest roadside sculptures in the USA, and serves as a gateway to the Lycoming Mall. Made of steel, the sculpture appears to change shapes as one drives by into the mall.

Page 6 Offering Memorandum | Lycoming Mall EXECUTIVE SUMMARY Lycoming Mall 300 Lycoming Mall Cir Pennsdale, PA 17756

List Price �� Best Offer NOI (In Place) ��$5,298,004 NOI (Stabilized, Yr. 3)* ��$6,435,853 Gross Leasable Area (total) ��806,788 SF Gross Leasable Area (owned) ��687,050 SF Occupancy (over owned GLA) �� 96% Land Area ��156.48 Acres Year Built/ Expanded/ Renovated �� 1978/1985&1990/2006

The Matthews Retail Group and Colliers International-Pittsburgh are pleased to offer for sale to qualified investors The Lycoming Mall, a 96% leased 806,788 SF (total GLA owned and non-owned) enclosed mall situated on a 156.48 acre parcel off the I-180 in Pennsdale, PA (Lycoming County). The mall is anchored by Macy’s (non-owned), Sears, JC Penney, the Bon-Ton, Burlington Coat Factory, and Dick’s Sporting Goods. The Lycoming Mall is North Central Pennsylvania’s largest enclosed mall, with over 85 retailers including its anchors plus nationally recognized retailers such as Best Buy, Big Lots!, Old Navy, Aeropostale, American Eagle Outfitters, Justice, CJ Banks, Hollister, PacSun, Victoria’s Secret, Bath & Body Works, Planet Fitness, among others.

Over 6 million patrons per year visit the Lycoming Mall. The average daily vehicle traffic on adjacent thoroughfares Route 11 & 15 and Route 220 & I-180 exceeds 10.9 million annually. Located in North-Central Pennsylvania’s retail hub, approximately Owned GLA 12 miles east of Williamsport, the county seat and focal point of Lycoming County, Inline 180,458 the mall benefits from over 26,000 college and high school students within 35 miles Major 180,821 of the property. The annual Little League World Series is held in nearby Williams- Anchor 325,771 port, and draws over 100,000 spectators each August during the two-week event. Subtotal 687,050 Nearby Williamsport ranked sixth in the nation in “Best Performing Small Cities” Non-Owned 119,738 list due to explosive job growth and boasts an unemployment rate of 6.1%, which is Total GLA 806,788 below the national average. Furthermore, Williamsport’s job growth is projected to be 41.10%, which is 5% higher than the national average. * Stabilization assumed to occur over 3 years

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page Page7 7 INVESTMENT HIGHLIGHTS

STRONG REAL ESTATE FUNDAMENTALS • Stable base of tenants and anchored by Sears, Macy’s (NAP), JC Penney, Burlington Coat Factory, The Bon-Ton and Dick’s Sporting Goods • Over 81% of the GLA of the Lycoming Mall is leased to national and regional credit STRONG RETAIL LOCATION tenants • The Lycoming Mall enjoys unobstructed frontage and visibility on the Susquehanna Beltway and • Anchor and major tenants comprise over 70% of the GLA of the center, all of which on Lycoming Mall Drive have endured various economic cycles, demonstrating commitment to this location • The Lycoming Mall is the retail hub of Lycoming County, attracting 6 million visitors annually • The Lycoming Mall is currently 96% occupied • Located on one of the area’s primary east-west arteries, Highway 180 (Susquehanna Beltway) with • Little to no food court operation, presenting the new owner an opportunity to reposi- traffic counts that exceed 30,000 cars per day (more than 10.95 million per year) tion a portion of the mall to capture higher rent paying food court tenants • As the only enclosed regional mall in the county, there is limited competition providing an ex- • The Lycoming Mall has been well maintained and professionally managed, with little to panded trade area of more than 35 miles, and reaching into neighboring New York state no immediate deferred maintenance or capital projects required to operate the mall • Lycoming County, PA is located within the Marcellus Shale formation, which has catapulted the region into high economic growth with employment growth projected to exceed 40%, well above VALUE-ADD OPPORTUNITY WITH STRONG NOI GROWTH the national average • Low land-to-building ratio could enable new ownership to expand the existing mall, or • Nearby Williamsport is home to the Little League World Series, which attracts over 100,000 peo- place additional pad sites on the property, further enhancing yield ple each August • The unemployment rate in the region is below the national average • There are over 26,000 college and high school students within 35 miles of the property

EXCELLENT PORTFOLIO ADDITION • Uncommon opportunity to acquire a regional mall below its land-inclusive replacement cost • Income stability with upside – 81% of the occupied GLA is leased to national and regional credit tenants, with more than 29,000 SF of space that is ready for immediate leasing

Page 8 Offering Memorandum | Lycoming Mall AREA MEASURES

Space Type SF # Suites % Total Anchors (owned and non-owned) 445,509 5 55% Majors 180,821 9 22% Inline 180,458 100 22% Total 806,788 114 100% Annualized Operating Data Income In Place Pro-Forma (Year 3) Space Type Leased SF Vacant SF % Leased Base Rental Revenue $6,914,378 $7,140,305 Anchors (owned ) 325,771 0 100% Absorption & Turnover Vacancy (1,234,219) (40,889) Majors 171,262 9,559 95% Scheduled Base Rental Revenue 5,680,159 7,099,416 inline 159,745 20,713 89% Retail Sales Percent Revenue 317,244 285,015 Total 656,778 30,272 96% Expense Reimbursement Revenue 1,315,460 1,197,939 Specialty Leasing Revenue 506,750 537,611 Utility Reimbursements 1,385,927 1,470,330

Collateral Leased SF Vacant SF Total SF % Leased Marketing Income (Net) 104,232 110,580 Owned 656,778 30,272 687,050 96% Other Income 94,856 100,633 Non-Owned 119,738 0 119,738 N/A Ancillary Income 98,892 104,915 Total 776,516 30,272 806,788 96% Total Potential Gross Revenue 9,503,520 10,906,439 Collection Loss (44,826) (53,778) TOTAL EFFECTIVE GROSS REV $9,458,694 $10,852,661 Real Estate Taxes 1,014,756 1,055,752 Insurance 190,138 201,717 Management Fee 219,622 257,471 For complete financials and assumptions, please refer to the CAM 2,736,410 2,903,056 Financials section which begins on page 28 of this offering Total Operating Expenses $4,160,926 $4,417,996 memorandum. NET OPERATING INCOME $5,298,004 $6,435,853

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 9 INFORMATION PROPERTY INFORMATION Property Name �� Lycoming Mall Property Address...... 300 Lycoming Mall Circle Pennsdale, PA 17756 Ownership:...... Pennsylvania Real Estate Investment Trust (PREIT) Total GLA ��806,788 SF Owned GLA ��687,050 SF Land Area...... 156.48 Acres (6,816,269 SF) Parking �� 4,654 Parking Ratio (per 1,000 SF) ��5.58: 1,000 Year Built �� 1978 Expansions ��1985 & 1990 Year Renovated �� 2006

REAL ESTATE TAXES Taxing Authority �� Lycoming County APN...... 41 +352.0-0111.00-000 41+352.0-0111.00-1 00 41 +352.0-0111.02-000 41 +352.0-0111.04-000 41 +352.0-0111.05-000 41 +352.0-0111.11-000 41 +352.0-0111.08-000

Page 10 OfferingOffering Memorandum Memorandum | Lycoming | Lycoming Mall Mall Physical Description

INTERIOR DETAIL Generally terrazzo and ceramic tile flooring in the common areas. Tenant spaces are SITE INFORMATION Floor Covering: primarily a mix of carpet, hardwood and vinyl tile. Exterior Walls: Brick Walls: Drywall Foundation: Poured concrete The ceiling in the common areas is 2 x 2 acoustical tile. Ceilings in the individual Framing: Metal and concrete Ceilings: tenant spaces vary and include acoustical tile, painted drywall and exposed truss work. Roof Type: Flat with parapet walls Lighting in the common areas is provided by fluorescent and incandescent fixtures. Lighting: Roof Cover: Built-up assemblies with tar and gravel cover Several skylights throughout the subject provide natural light. Pedestrian Doors: Glass, wood and metal Store fronts are generally a mix of flush and "pop-out" type. Many reflect the most Store Fronts: Receiving and service doors are hollow metal and steel roll-up. Anchor tenants have recent tenant designs for the respective chain. Loading/Rear Doors: loading dock areas for receiving. Tenant Rest Rooms: Each tenant space has a rest room facility. The property contains approximately 4,654 surface parking spaces, reflecting an The property has a set of public restrooms on each of the retail levels. Additional overall parking ratio of 5.58 spaces per 1 ,000 square feet of gross leasable area. The Public Rest Rooms: Parking restrooms are found in the anchor department stores. parking spaces are asphalt-paved and striped, and adequately support the existing users. MECHANICAL DETAIL ZONING HVAC: HVAC is provided by 16 roof-mounted electric units, 207.5 tons total Municipality Governing Zoning: Muncy Township Water and sanitary sewer are master-metered within the property. The plumbing Current Zoning: CR - Regional Commercial Plumbing: system is assumed to be adequate for existing use and in compliance with local law and building codes. Current Use: Regional Center Permitted uses within this district include office, retail, and various commercial Electrical: Service to all tenants is through a common distribution system. Energy is purchased Permitted Uses: by mall ownership and re-sold to the individual tenants at retail rates. The mall also uses. Light industrial is permitted with a Special Exception. has 3 emergency generators on site. ZONING REQUIREMENTS Fire Protection: 100% sprinklered Maximum Building Height: 35 Feet Maximum Floor Area Pct: 40.00% Maximum Impervious Surface 70.00% Pct: Minimum Yard Setbacks Front (feet): 50' from centerline or 30' from right-of-way, whichever is greater. Rear (feet): 20 Side (feet): 10 Required On-Site Parking: 5.0 per 1,000 SF

OfferingOffering Memorandum Memorandum | Lycoming | Lycoming Mall Mall Offering Memorandum | Lycoming Mall Page Page 11 11 INFORMATION

AERIAL MAP AERIAL MAP

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BIRD’S EYE

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 13 INFORMATION

SITE PLAN

Page 14 Offering Memorandum | Lycoming Mall INFORMATION

PARCEL MAP

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 15 INFORMATION

LOCAL MAP

Page 16 Offering Memorandum | Lycoming Mall INFORMATION

REGIONAL MAP

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 17 INFORMATION

COMPETITION MAP

Distance from No. Center Name City GLA Anchors Lycoming Mall 9 1 Nittany Mall State College, PA 532,900 66 miles Macy’s, the Bon-Ton 2 Susquhanna Valley Mall Monroe, PA 719,000 35 miles Boscov’s, JC Penney, the Bon-Ton

98 miles 3 Schuylkill Mall Frackville, PA 771,000 68 miles The Bon-Ton, Big Lots! 4 Columbia Mall Bloomsburg, PA 442,000 37 miles JC Penney, the Bon-Ton 5 Fairlane Village Mall Pottsville, PA 630,000 75 miles Boscov’s, Kohl’s, Lowe’s 6 Laurel Mall Hazelton, PA 442,000 66 miles Boscov’s, KMart, JC Penney 7 Mall At Steamtown Scranton, PA 772,000 75 miles Boscov’s, KMart, JC Penney 8 Viewmont Mall Scranton, PA 772,000 80 miles Boscov’s, JC Penney 9 Southern Tier Crossing Horseheads, NY 496,835 98 miles Kohl’s, Dick’s, PetSmart

80 miles 7 75 miles

37 miles 66 miles 35 miles 4 66 miles 6

68 miles 75 miles 2 3 1

Page 18 Offering Memorandum | Lycoming Mall INFORMATION DEMOGRAPHICS/CITY OVERVIEWDEMOGRAPHICS/CITY TOURISM/ATTRACTIONS TOP EMPLOYERS - LYCOMING COUNTY LYCOMING COUNTY 1. Susquehanna Health Systems Lycoming County is situated in the mid northern portion of Pennsylvania, 2. Pennsylvania State Government approximately three hours from Pittsburgh to the southwest and three hours to Philadelphia to the southeast. Lycoming is Pennsylvania’s largest coun- 3. Pennsylvania College of Technology ty, covering 1,224 square miles. The county’s 2014 estimated population is 119,000 people. 4. Williamsport Area High School 5. Weis Markets Inc WILLIAMSPORT 6. Lycoming County

The Williamsport, PA MSA consists of Lycoming County and includes the 7. West Pharmaceutical Services Inc principal city of Williamsport. The MSA is part of the Williamsport-Lock Ha- ven, PA combined statistical area and is located in the north-central region of 8. Halliburton Energy Services Inc Pennsylvania. Bradford, Clinton, Columbia, Montour, Northumberland, Pot- 9. Aramark Management Services Inc ter, Sullivan, Tioga, and Union counties border Lycoming County. The city of Williamsport is bordered by the west branch of the Susquehanna River to the 10. CS Group Payroll Services LLC south. The MSA’s economy is comprised of several forces; to the west the natural gas boom has created an economic boom in Clinton and Lycoming counties while the Wilkes Barre-Scranton area is currently undergoing major revital- ization efforts focused on tourism through adaptive reuse initiatives.

Page 20 Offering Memorandum | Lycoming Mall TOURISM/ATTRACTIONS

It is undeniable that the leading contributor to tourism in Williamsport, PA is the annual Little League World Series tournament that is held annually and features Little League teams from across the globe. Based on estimates given by former Governor Tom Corbett, the Little League World Series is responsible for nearly $32 million in revenue to the Williamsport area. In addition, Lycoming County offers other tourist attractions that including sporting events, museums, wineries, outdoor adventures, and, of course, shopping.

MARCELLUS SHALE When Marcellus Shale was discovered in central Pennsylvania it quickly catapulted Williamsport to the 7th fastest growing area in the national. The Pennsylvania Col- lege of Technology has trained over 3,400 students as welders, rig hands, commercial truck drivers, and offer workers to serve the needs of the industry and while production may have slowed the demand for trained workers is still growing. The energy sec- tor, by nature, ebbs and flows. The Marcellus Energy Park is a 165 acre industrial park that services the natural gas industry and is occupied by such companies as GE Oil & Gas, Weatherford International, and FMC Technologies. Williamsport has excellent rail access and many industrial companies that were hampered by the recession have reinvented and retooled their business models to manufacture supplies such as piping to support the booming shale industry and have the ability to sell and transport their products outside of the Williamsport area. While some critics may say production has slowed in the region that is largely due to a lack of infrastructure, not a lack of product. In January, 2015 the Federal Energy Regulatory Commission issued a stamp of approval for the Algonquin pipeline, which will expand into central Pennsylvania and allow producers in the Williamsport area to tie into a major pipeline that will travel through Connecticut, New York, and the New England states.

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 21 EDUCATION

Williamsport is the home of Lycoming College and the Pennsylvania College of Technology. Lycoming College is one of the 50 oldest colleges in America and in a 2013 Forbes ranking of 925 private institutions for financial strength and operational soundness ranked in the top 12% ahead of notable institutions including Georgetown, Villanova, and New York University. The Pennsylvania College of Technology is an affiliate of The Pennsylvania State University and is home to the state’s largest worker training program through its Workforce Development and Continuing Education unit. The main campus of The Penn- sylvania State University is located approximately 62 miles east of Williamsport in State College, PA.

TRANSPORTATION

Lycoming County has excellent accessibility including major highways, air transport and public transportation. Interstate 180, U.S. 220 and U.S. Route 15 intersect at Williamsport, driving traffic within the area. Lycoming County houses Williamsport Regional Airport, a partner of US Airways. The airport conducts daily flights to and from Philadelphia. River Valley Transit provides public transportation to Williamsport and the Greater Lycoming area.

Page 22 Offering Memorandum | Lycoming Mall WORLD LITTLE LEAGUE MUSEUM HOWARD J. LAMADE STADIUM

Little League baseball was created by Carl Stotz in 1939 with the first Little League Base- ball World Series played in August 1947. Since then Little League Baseball has expanded international and in its over 75 year history has had over 1.5 million adult volun- teers. Today Little League Baseball can be found in more than 80 countries worldwide and has over 2.4 million youth participants. Located in South Williamsport the World of Little League Museum reopened in 2013 after undergoing a $4.3 million renovation project. Filled with unusual objects nestled among some never never-before-displayed artifacts, the World of Little League takes the history of Little League Baseball and Soft- ball and relates it to world events and activities.

Howard J. Lamade Stadium was built in South Williamsport, PA in 1959 and serves as the official host of the Little League World Series along with Little League Volunteer Stadium. The seating capacity is 40,000 seat or about two-thirds the size of the average Major League Baseball stadium and had lights added in 1992 to introduce Little League’s first night games. Maybe it’s most famous feature is the grass hill past the outfield fence where fans can be seen waiting to chase down a home run ball. BULLFROG BREWERY Located in downtown Williamsport, the Bullfrog Brewery, an award-winning microbrewery, has quickly grown into one of the largest attractions in North-central Pennsylvania. Bullfrog Brewery, founded in 1996, is an award-winning brewpub & restaurant located in the heart of downtown Williamsport, Pennsylvania. Bullfrog Brewery specializes in artfully crafting the finest ales, lagers and specialty beers imaginable. Our noteworthy beers have won many prestigious awards, including Gold & Bronze medals at the Great American Beer Festival and Gold & Silver medals at the World Beer Cup.

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 23 MILLIONAIRE’S ROW During the Victorian era, lumber barons in Williamsport built their homes along Millionaires’ Row. Many of these architectural landmarks have been pre- served and are now private homes, offices, restaurants, or bed and breakfast lodgings. The Peter Herdic House, named for one of the most famous lumber barons of the late 1800s, has been renovated into one of the area’s finest restaurants and is especially spectacular at the holiday season.

THOMAS T. TABER MUSEUM

The Thomas T. Taber Museum of the Lycoming County Historical Society chronicles the history of our region from American Indian occupation through 20th century industry and life. Exhibits include an American Indian gallery, a Fine and Decorative Arts gallery, 19th century period rooms, and the Shempp Model Train exhibit, featuring over 300 toy trains.

Page 24 Offering Memorandum | Lycoming Mall DEMOGRAPHICS

POPULATION 5 | Mile 10 | Mile 15 | Mile 25 | Mile 50 | Mile 75 | Mile 2020 Projection 17,729 72,831 118,945 222,725 862,984 2,682,661 2015 Estimate 17,583 72,447 118,378 222,133 862,699 2,673,048 2010 Census 17,401 71,979 117,684 221,597 863,988 2,668,710 2000 Census 16,971 71,480 119,448 221,163 850,558 2,570,426 Growth 2015-2020 0.83% 0.53% 0.48% 0.27% 0.03% 0.36% Growth 2010-2015 1.04% 0.65% 0.59% 0.24% -0.15% 0.16% Growth 2000-2010 2.54% 0.70% -1.48% 0.20% 1.58% 3.82%

HOUSEHOLDS 5 | Mile 10 | Mile 15 | Mile 25 | Mile 50 | Mile 75 | Mile 2020 Projection 6,850 28,103 46,786 87,811 343,471 1,075,482 2015 Estimate 6,770 27,862 46,374 87,240 342,766 1,069,774 2010 Census 6,653 27,500 45,756 86,429 342,083 1,064,597 2000 Census 6,524 27,333 45,389 83,857 333,354 1,008,134 Growth 2015-2020 1.19% 0.86% 0.89% 0.66% 0.21% 0.53% Growth 2010-2015 1.74% 1.32% 1.35% 0.94% 0.20% 0.49% Growth 2000-2010 1.98% 0.61% 0.81% 3.07% 2.62% 5.60%

INCOME 5 | Mile 10 | Mile 15 | Mile 25 | Mile 50 | Mile 75 | Mile $ 0 - $14,999 9.26% 12.52% 12.23% 11.25% 12.94% 11.79% $ 15,000 - $24,999 10.86% 12.01% 12.00% 11.52% 12.72% 11.55% $ 25,000 - $34,999 12.73% 12.19% 12.28% 12.21% 12.24% 10.98% $ 35,000 - $49,999 16.04% 14.46% 15.01% 15.12% 14.97% 14.66% $ 50,000 - $74,999 19.59% 17.84% 18.75% 19.52% 19.16% 19.33% $ 75,000 - $99,999 13.53% 12.93% 12.80% 12.63% 11.98% 12.83% $100,000 - $124,999 7.55% 8.34% 8.03% 7.91% 7.11% 7.97% $125,000 - $149,999 4.06% 4.25% 3.99% 4.06% 3.69% 4.34% $150,000 - $199,999 3.50% 3.12% 2.87% 3.01% 2.84% 3.59% $200,000 - $249,999 1.64% 1.28% 1.10% 1.21% 1.07% 1.31% $250,000 - $499,999 1.03% 0.86% 0.76% 1.11% 0.95% 1.26% $500,000+ 0.21% 0.20% 0.19% 0.44% 0.32% 0.38% Average Household Income $66,073 $63,078 $61,784 $64,916 $61,235 $66,317 Median Household Income $51,408 $48,781 $48,484 $49,895 $47,121 $51,324

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 25 Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering

INFORMATION Page 26 Page LYCOMING MALL LYCOMING INFORMATION Page 27 Page 9% 7% 3% 8% 9% 4% 4% 10% 11% 15% 10% 15% 11% 10% 11% 10% 71% 22% 15% 12% 12% 52% Rent/Sales PSF $22 $38 $439 $303 $871 $298 $434 $349 $902 $320 $224 $276 $842 $223 $294 $396 $676 $107 $176 $191 $190 $2,028 $42,844 $399,217 $276,140 $792,377 $289,185 $430,812 $349,133 $974,245 $388,628 $285,282 $377,178 $371,883 $499,596 $733,694 $290,348 $482,478 $538,938 $562,023 $125,209 2014 Sales $2,768,320 $1,226,536 $1,486,496 $41,856 $29,316 $71,664 $44,712 $42,696 $52,524 $69,996 $41,316 $28,968 $90,000 $39,612 $95,004 $38,436 $45,900 $30,324 $31,536 $58,296 $64,632 $74,004 $64,788 $66,012 $65,016 2015 Rent 3/31/2016 6/30/2016 9/30/2016 7/31/2017 2/17/2018 5/31/2022 7/31/2017 1/31/2017 2/29/2016 8/31/2017 5/31/2018 1/31/2017 1/31/2017 3/31/2018 1/31/2019 1/31/2018 9/30/2018 Lease End 12/31/2024 10/31/2016 12/31/2019 10/31/2020 11/30/2019 LYCOMING MALL LYCOMING 1/2/2014 3/1/2007 8/1/2014 3/1/2006 9/1/2007 6/1/2008 4/3/2006 6/1/2004 4/1/2013 2/1/2009 4/1/1988 3/17/2006 4/29/2011 10/1/2011 2/18/2002 5/29/2012 11/8/2004 8/10/1996 8/15/2013 Lease Start Lease 10/13/2012 10/21/2010 11/11/2014 SF 910 910 910 972 993 999 1,080 1,215 1,276 1,365 1,366 1,456 1,671 1,700 1,963 1,855 2,200 2,701 2,745 2,817 2,956 3,312 Gertrude Hawk Chocolates Gertrude Hawk Brennan's Coffee & Coffee Deli Brennan's Auntie Anne's Auntie Vitamin World Vitamin Holiday Hair Holiday Claire's GameStop Europe Nails Europe General Nutrion Center General Nutrion Kay Jewelers Kay Regis Salon Littman Jewelers Littman Subway Gymboree Benigna's Creek Candle Yankee Bath & BodyBath Works Dino's Pizza Dino's Spencers Gifts Spencers Pearle Vision Ctr Vision Pearle Kitchen Collection Kitchen Tenant Arby's Arby's Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering Utility Reimbursements: Some tenants are required to reimburse Utility charges associated with their individual suite although a although suite their individual with associated charges Utility reimburse to required are tenants Some Reimbursements: Utility Miscellaneous as reimbursements Utility tenant all incorporates Projection The Operating directly. utilities pay tenants of majority is income reimbursement Utility budget. is on 2016 basedthe revenue This category. Reimbursements” the “Utility under Income, Projection. the Operating throughout 3.0% annually at grow to projected 22% approximately feet (or 39,598 square comprising suites eleven assumes Projection The Operating LeasingSpecialty Income: assumes purposes, modeling Projection the Operating For tenants. Specialty Inline as characterized GLA) are Inline the total of to projected not are these period units such, as the analysis and throughout tenants Specialty as designated remain these suites that with theseassociated revenues all incorporates Projection The Operating assumptions. leasing speculative to roll or earn revenue - approx 2015 was for Leasing Specialty Income Total the 2015 budget. from category the Leasing Specialty within Income tenants Projection. the Operating throughout 3.0% annually at grow to anticipated is $506,750 and imately Vending Other and Storage, Misc, Kiosk, Inline, Cart, Directory, incorporates include items line Other Income OtherIncome: - Pro the Operating throughout annually at 3.0% to grow projected is and item, line this for $94,856 modelassumes The income. jection at to grow projected is and of $128,174 amount budgeted is on 2015 based projection Income Marketing The Income: Marketing Projection. the Operating throughout 3.0% annually SMS, and Lottery Sales, Sponsorships, Corporate Revenue, based is Gift Card on item line the AncillaryAncillary Income Income: the throughout annually at 3.0% grow projected to is and analysis, of year first forthe is used figure This the 2016 budget. from Projection. Operating Expenses: common the Property’s expenses with associated the following includes Maintenance Area Common Maintenance: Area Common among items certain Administrative and Landscaping, & Maintenance, Repairs Utilities, Area Common Security, Cleaning, areas: by grow to projected are and based 2016 budget expenses on are maintenance area common Projection, the Operating In others. 3.0% annually.

INFORMATION

Page 28 Page OPERATING OVERVIEW OPERATING Speculative tenants are projected to reimburse for real estate taxes on a net basis (based on a GLOA after anchor, major tenants tenants major anchor, after (based basis a GLOA a net on on taxes estate real for reimburse to projected are tenants Speculative specialty contributions). leasing and outparcel feet, 15,000 square than greater - leases. Ten tenant with in accordance projected are tax (“RET”) reimbursements Real estate Reimbursements: Tax Real Estate recover do not leases and gross on are Several taxes. tenants estate real of share their pro-rata pay to required typically are ants taxes. estate real for In general, speculative tenants are projected to reimburse for CAM expenses on a net basis (based on a GLOA after anchor, anchor, after (based basis a GLOA a net CAM expenses on on for reimburse to projected are tenants speculative general, In Administrative a 15% including specialty contributions), leasing and outparcel feet, 9,000 square than greater tenants major to projected not are thesewithin categories tenants speculative and rents gross include Leasing categories Certain Fee. Market rents). gross and triple-net of breakdown Schedule for Rent CAM expenses (see for Market reimburse CAM Reimbursements: Common area maintenance (“CAM”) reimbursements are projected in accordance with tenant leases. tenant with in accordance projected are reimbursements (“CAM”) maintenance area Common CAM Reimbursements: based on paying tenants expenses most with of share their pro-rata CAM or Fixed either pay to required typically are Tenants as a CAM expense, unless recovered not are Fees Management caps. and certain to floors subject and measure area occupied an CAM expenses. for recover do not leases and gross on are leases. Several tenants in the tenant permitted explicitly Percentage Rent: Percentage rent is projected in accordance with the terms per the tenant’s leases. Tenant sales volumes are are sales volumes leases. Tenant per the terms the with tenant’s in accordance projected is rent Percentage Rent: Percentage year for calendar 3.0% inflated are and December 2014 2014 January through the periodfor of based the 2014 sales on figures annually. 3.00% increase to projected are volumes sales tenant Thereafter, 2016. into 2015 and The Operating Projection assumes that all tenants (with the exception of anchors, majors and outparcels) roll to market rent rent market to roll outparcels) and majors anchors, of exception (with the tenants all that assumes Projection The Operating tenants outparcel and major all anchor, this Schedule section. within Generally, Rent based the Market on lease expiration upon have these tenants of any in their lease. If outlined terms the contractual at if available, options, renewal exercise to projected are the exception with lease expiration, upon rent market to roll to projected is the tenant available, options renewal remaining no projection. a period the to 10-year time beyond of rent current its at in place stay to projected which was Penney, JC of Base Rent: Base rental income projections are based upon a thorough review of all existing leases and amendments. The listing listing The amendments. leases all review and existing of a thorough based upon are projections income BaseBase rental Rent: vacant of currently lease-up the regarding staff leasing and team management the Property’s with been has in discussions team certain ten- for assumptions also incorporates Projection The Operating lease rollovers. future term and near as well as space, outlined are forthese tenants specific assumptions The the premises. vacate or renew to, projected are or recently, have that ants this section.within Income: The following section outlines the assumptions applied in the Operating Projection for The Lycoming Mall. As discussed below, discussed As Mall. below, Lycoming The for Projection in the Operating applied assumptions the outlines section following The and current lease historical, documents; reviewtenant of upon basedare Projection the Operating affecting theassumptions income projected with conjunction in are and reports; sales tenant and schedules reimbursement statements, financial budgeted Argus utilizing prepared was Projection The Operating operations. property occupancy and levels expense performance, and Software. INTRODUCTION AND METHODOLOGY INTRODUCTION LYCOMING MALL LYCOMING INFORMATION Page 29 Page LYCOMING MALL LYCOMING Non-Reimbursable Expenses: Non-Reimbursable Expenses at the Property include Management Fees, Marketing and and Marketing Fees, Management include the Property Expenses at Expenses: Non-Reimbursable Non-Reimbursable projects Projection Expenses. The Operating Leasing Specialty Expenses, Owner’s fees, Legal/Admin and Advertising, 3.0% annually. by grow to projected are and Expenses based the 2015 budget on Non-Reimbursable Capital: reservestotal foot, on basedthe to $0.20 equal per square capital includes Reserves:Projection Capital The Operating analysis period. the through flat remain to projected reserves are Capital (806,788 SF). the Property GLA of owned & Lease-Up: Vacancy feet.The vacant 30,272 square totaling Property, at the and kiosks suites vacant 10 currently are There Space: Vacant leasedare units these vacant that assumes Projection The Operating feet. square 9,559 to 192 from size in range suites described as below. tenants speculative to leased to are space of vacant feet 30,272 totaling square suites 10 that assumes Projection The Operating Lease-Up: in Month rent generating and line” be to “on projected all a period are spaces years; three of over tenants speculative period. absorption three-year the projected for the mid-point which is the analysis, 18 of 1 $499 $3,884 $4,509 $7,135 $2,150 $46,740 $936,405 $1,001,322 2015 Taxes 13.95 13.95 13.95 13.95 13.95 13.95 13.95 School 2015 Rate 2015 Rate 1.5 1.5 1.5 1.5 1.5 1.5 1.5 Township 2015 Rate 2015 Rate 5.75 5.75 5.75 5.75 5.75 5.75 5.75 County 2015 Rate 2015 Rate $24,000 $217,000 $343,400 $187,000 $103,500 2015 $2,249,700 $45,071,500 Assessment Parcel Number Parcel 41-3520-011104-000 41-3520-011105-000 41-3520-0111B-000 41-3520-011102-000 41-3520-011111-000 41-3520-0111-100 41-3520-0222-000 Description A detailed tax calculation for the 2015 tax year is summarized in the table below. Taxes for the model, however are based the on are however the model, for Taxes below. in the table summarized is the 2015 tax year A detailed tax for calculation in the 2016 budget. amount Subject Tax Expense Tax Subject The Lycoming Mall is located in the taxing jurisdiction of Lycoming County. The assessor’s parcel identification numbers are: 41 numbers identification parcel assessor’s The County. Lycoming of jurisdiction in Mallthe taxing located is Lycoming The 41 +352.0- +352.0-0111.05-000, 41 +352.0-0111.04-000, 41 +352.0-0111.02-000, 41 00, 41+352.0-0111.00-1 +352.0-0111.00-000, 0111.11-000, 41 +352.0-0111.08-000 Real Estate Taxes: Real Estate Total Outparcel Best Buy Big Lots Big 1. Amount inclusive of 2% discount for early payment. early for 2% discount of inclusive 1. Amount Shopping Mall Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering 5 0 75% NNN Kiosk $350.00 6% new 3% renew $0/SF new $0/SF $0/SF renew $0/SF CPI Annually CPI 5 3 75% NNN $50.00 Jewelry 6% new 3% renew $40/SF new $40/SF $0/SF renew $0/SF CPI Annually CPI ASSUMPTIONS MARKET LEASING LEASING MARKET Lease Term Lease Type Rent Escalation Rent Leasing Commissions Market Rent (SF/YR) Rent Market Downtime Improvements Tenant Renewal Probability

Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering 1.00% 6 10 75% $10.00 Goods 4% new 2% renew 5% every 5 $10/SF new $10/SF $0/SF renew $0/SF Dick’s Sporting Sporting Dick’s Per Prior Tenant Prior Per 6 10 75% $12.00 4% new 2% renew 5% every 5 $10/SF new $10/SF Per Existing Per $0/SF renew $0/SF Books-A-Million Vacancy : 6 10 75% $6.50 4% new Big Lots Big 2% renew 5% every 5 Taxes Only Taxes $10/SF new $10/SF $0/SF renew $0/SF 6 10 75% $18.00 4% new Best Buy 2% renew 5% every 5 Taxes Only Taxes $10/SF new $10/SF $0/SF renew $0/SF Collection Loss (excluding Credit Tenants) Credit Collection Loss (excluding Property Operating Parameters Operating Property 3% 3% 2% 0% 3% 10 12 75% NNN $15.00 4% new Old Navy Old 2% renew 10 Years $0.20/SF 5% every 5 $10/SF new $10/SF $0/SF renew $0/SF January 2016 January December 2026 INFORMATION 10 12 75% $4.00 4% new Bon Ton 2% renew 5% every 5 $10/SF new $10/SF $0/SF renew $0/SF Burlington Coat Burlington Per Prior Tenant Prior Per Growth Rates: Growth 10 12 75% $4.00 None Capital Expense (Year 1): Expense (Year Capital 4% new 2% renew J.C Penney J.C $10/SF new $10/SF $0/SF renew $0/SF Per Prior Tenant Prior Per 10 12 75% Sears $3.00 None 4% new 2% renew $10/SF new $10/SF $0/SF renew $0/SF Per Prior Tenant Prior Per ASSUMPTIONS

MARKET LEASING LEASING MARKET End of Analysis of End Period Analysis Start of Analysis of Start Capital ReservesCapital Market Rents Market ExpensesOperating Taxes Real Estate ReservesCapital CPI ASSUMPTIONS Property Timing Property

Lease Type Lease Term Rent Escalation Rent Leasing Commissions Tenant Improvements Tenant Downtime Market Rent (SF/YR) Rent Market Renewal Probability Major Anchors Page 30 Page LYCOMING MALL LYCOMING INFORMATION Page 31 Page LYCOMING MALL LYCOMING 5 3 5 0 75% NNN 75% $17.00 NNN 6% new $48.00 6% new 3% renew 3% renew $25/SF new $25/SF $0/SF renew $0/SF $25/SF new $25/SF Inline <5,500 Inline CPI Annually CPI $0/SF renew $0/SF Inline <1,000 Inline CPI Annually CPI 5 3 5 0 5 3 75% 75% NNN 75% NNN $15.00 Kiosk NNN 6% new $28.00 $350.00 6% new 6% new 3% renew 3% renew 3% renew $0/SF new $0/SF $10/SF new $10/SF $0/SF renew $0/SF $25/SF new $25/SF $0/SF renew $0/SF CPI Annually CPI $0/SF renew $0/SF Inline <10,000 Inline CPI Annually CPI Inline <2,000 Inline CPI Annually CPI 3 5 3 10 5 3 75% 75% NNN 75% NNN $15.00 NNN $50.00 4% new $20.00 Jewelry 6% new 6% new 2% renew 3% renew 3% renew $10/SF new $10/SF $0/SF renew $0/SF $40/SF new $40/SF $25/SF new $25/SF $0/SF renew $0/SF CPI Annually CPI $0/SF renew $0/SF Inline >10,000 Inline CPI Annually CPI Inline <3,500 Inline CPI Annually CPI ASSUMPTIONS ASSUMPTIONS ASSUMPTIONS MARKET LEASING LEASING MARKET MARKET LEASING LEASING MARKET MARKET LEASING LEASING MARKET Lease Term Lease Type Rent Escalation Rent Leasing Commissions Market Rent (SF/YR) Rent Market Downtime Renewal Probability Improvements Tenant Rent Escalation Rent Lease Term Lease Type Leasing Commissions Renewal Probability (SF/YR) Rent Market Downtime Tenant Improvements Tenant Lease Term Rent Escalation Rent Lease Type Leasing Commissions Market Rent (SF/YR) Rent Market Downtime Renewal Probability Improvements Tenant Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering N/A N/A N/A Prior Prior Prior $8.48 $0.00 $0.00 $5.22 $5.22 $5.22 0.00% 3.00% 3.00% 3.00% 3.00% 3.00% $78.29 $78.29 $78.29 $46.97 $23.49 Dec-2025 N/A N/A N/A Prior Prior Prior $8.23 $0.00 $0.00 $5.07 $5.07 $5.07 0.00% 3.00% 3.00% 3.00% 3.00% 3.00% $76.01 $76.01 $76.01 $45.60 $22.80 Dec-2024 Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering N/A N/A N/A Prior Prior Prior $7.99 $0.00 $0.00 $4.92 $4.92 $4.92 0.00% 3.00% 3.00% 3.00% 3.00% 3.00% $73.79 $73.79 $73.79 $44.28 $22.14 Dec-2023 N/A N/A N/A Prior Prior Prior $7.76 $0.00 $0.00 $4.78 $4.78 $4.78 0.00% 3.00% 3.00% 3.00% 3.00% 3.00% $71.64 $71.64 $71.64 $42.99 $21.49 Dec-2022 N/A N/A N/A Prior Prior Prior $0.00 $0.00 $7.54 $4.64 $4.64 $4.64 0.00% 3.00% 3.00% 3.00% 3.00% 3.00% $69.56 $69.56 $69.56 $41.73 $20.87 Dec-2021 N/A N/A N/A $4.50 $4.50 $4.50 Prior Prior Prior $7.32 $0.00 $0.00 3.00% 3.00% 3.00% 3.00% 3.00% 0.00% $67.53 $67.53 $40.52 $20.26 $67.53 Dec-2020 N/A N/A N/A $4.37 $4.37 $4.37 Prior Prior Prior $7.10 $0.00 $0.00 3.00% 3.00% 3.00% 3.00% 3.00% 0.00% $65.56 $65.56 $65.56 $39.34 $19.67 Dec-2019 N/A N/A N/A $4.24 $4.24 $4.24 Prior Prior Prior $6.90 $0.00 $0.00 3.00% 3.00% 3.00% 3.00% 3.00% 0.00% $63.65 $63.65 $63.65 $38.19 $19.10 Dec-2018

INFORMATION N/A N/A N/A $4.12 $4.12 $4.12 Prior Prior Prior $6.70 $0.00 $0.00 3.00% 3.00% 3.00% 3.00% 3.00% 0.00% $61.80 $61.80 $61.80 $37.08 $18.54 Dec-2017 N/A N/A N/A $4.00 $4.00 $4.00 Prior Prior Prior $0.00 $6.50 $0.00 $0.00 $60.00 $60.00 $60.00 $36.00 $18.00 Dec-2016 New New New New New New Renew Renew Renew Renew Renew Renew Growth Growth Growth Growth Growth Growth Blended Blended Blended Blended Blended Blended Shops (incl. ref accts) ref (incl. Shops CPI Annual CPI $ / SF 5% Every 5 Years Best Buy $ / SF Annual CPI EagleAmerican $ / SF None Macy's Court Zone Main Big Lots Big $ / SF 5% Every 5 Years Lots Big Macys $ / SF American EagleAmerican Best Buy Burlington $ / SF None None

MLA Name: MLA Name: MLA Recoveries: MLA Recoveries: MLA Recoveries: MLA Recoveries: MLA Rent Changes: MLA Rent MLA Rent Changes: MLA Rent Changes: MLA Rent Changes: MLA Rent Units: MLA Recoveries: Units: Units: Units: Units: Changes: MLA Rent MLA Name: MLA Name: MLA Name: MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: MARKET LEASING ASSUMPTIONS LEASING MARKET Page 32 Page LYCOMING MALL LYCOMING INFORMATION Page 33 Page N/A N/A N/A Prior Prior Prior $0.00 $0.00 $5.22 $5.22 $5.22 $3.91 3.00% 3.00% 0.00% 3.00% 3.00% 3.00% $15.66 $13.05 $13.05 $13.05 $19.57 Dec-2025 N/A N/A N/A Prior Prior Prior $0.00 $0.00 $5.07 $5.07 $5.07 $3.80 3.00% 3.00% 0.00% 3.00% 3.00% 3.00% $15.20 $12.67 $12.67 $12.67 $19.00 Dec-2024 N/A N/A N/A Prior Prior Prior $0.00 $0.00 $4.92 $4.92 $4.92 $3.69 3.00% 3.00% 0.00% 3.00% 3.00% 3.00% $14.76 $12.30 $12.30 $12.30 $18.45 Dec-2023 N/A N/A N/A Prior Prior Prior $0.00 $0.00 $4.78 $4.78 $4.78 $3.58 3.00% 3.00% 0.00% 3.00% 3.00% 3.00% $14.33 $11.94 $11.94 $11.94 $17.91 Dec-2022 N/A N/A N/A Prior Prior Prior $0.00 $0.00 $4.64 $4.64 $4.64 $3.48 3.00% 3.00% 0.00% 3.00% 3.00% 3.00% $13.91 $11.59 $11.59 $11.59 $17.39 Dec-2021 LYCOMING MALL LYCOMING N/A N/A N/A Prior Prior Prior $0.00 $0.00 $4.50 $4.50 $4.50 $3.38 3.00% 3.00% 0.00% 3.00% 3.00% 3.00% $13.51 $11.26 $11.26 $11.26 $16.88 Dec-2020 N/A N/A N/A Prior Prior Prior $0.00 $0.00 $4.37 $4.37 $4.37 $3.28 3.00% 3.00% 0.00% 3.00% 3.00% 3.00% $13.11 $10.93 $10.93 $10.93 $16.39 Dec-2019 N/A N/A N/A Prior Prior Prior $0.00 $0.00 $4.24 $4.24 $4.24 $3.18 3.00% 3.00% 0.00% 3.00% 3.00% 3.00% $12.73 $10.61 $10.61 $10.61 $15.91 Dec-2018 N/A N/A N/A Prior Prior Prior $0.00 $0.00 $4.12 $4.12 $4.12 $3.09 3.00% 3.00% 0.00% 3.00% 3.00% 3.00% $12.36 $10.30 $10.30 $10.30 $15.45 Dec-2017 N/A N/A N/A Prior Prior Prior $0.00 $0.00 $0.00 $4.00 $4.00 $4.00 $3.00 $12.00 $10.00 $10.00 $10.00 $15.00 Dec-2016 New New New New New New Renew Renew Renew Renew Renew Renew Growth Growth Growth Growth Growth Growth Blended Blended Blended Blended Blended Blended Books-A-Million $ / SF 5% Every 5 Years Net Dick's $ / SF 5% Every 5 Years Net Storage $ / SF None None $4.00 Box $ / SF 5% Every 5 Years Net Old Navy Old $ / SF 5% Every 5 Years Net Sears $ / SF 5% Every 5 Years Net Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering N/A N/A N/A Prior Prior Prior $5.22 $5.22 $5.22 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% $62.63 $62.63 $62.63 $36.53 $36.53 $36.53 $456.67 $456.67 $456.67 Dec-2025 N/A N/A N/A Prior Prior Prior $5.07 $5.07 $5.07 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% $60.80 $60.80 $60.80 $35.47 $35.47 $35.47 $443.37 $443.37 $443.37 Dec-2024 Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering N/A N/A N/A Prior Prior Prior $4.92 $4.92 $4.92 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% $59.03 $59.03 $59.03 $34.44 $34.44 $34.44 $430.46 $430.46 $430.46 Dec-2023 N/A N/A N/A Prior Prior Prior $4.78 $4.78 $4.78 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% $57.31 $57.31 $57.31 $33.43 $33.43 $33.43 $417.92 $417.92 $417.92 Dec-2022 N/A N/A N/A Prior Prior Prior $4.64 $4.64 $4.64 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% $55.65 $55.65 $55.65 $32.46 $32.46 $32.46 $405.75 $405.75 $405.75 Dec-2021 N/A N/A N/A Prior Prior Prior $4.50 $4.50 $4.50 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% $54.02 $54.02 $54.02 $31.51 $31.51 $31.51 $393.93 $393.93 $393.93 Dec-2020 N/A N/A N/A Prior Prior Prior $4.37 $4.37 $4.37 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% $52.45 $52.45 $52.45 $30.60 $30.60 $30.60 $382.45 $382.45 $382.45 Dec-2019 N/A N/A N/A Prior Prior Prior $4.24 $4.24 $4.24 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% $50.92 $50.92 $50.92 $29.71 $29.71 $29.71 $371.32 $371.32 $371.32 Dec-2018

INFORMATION N/A N/A N/A Prior Prior Prior $4.12 $4.12 $4.12 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% $49.44 $49.44 $49.44 $28.84 $28.84 $28.84 $360.50 $360.50 $360.50 Dec-2017 N/A N/A N/A Prior Prior Prior $4.00 $4.00 $4.00 $48.00 $48.00 $48.00 $28.00 $28.00 $28.00 $350.00 $350.00 $350.00 Dec-2016 New New New New New New Renew Renew Renew Renew Renew Renew Growth Growth Growth Growth Growth Growth Blended Blended Blended Blended Blended Blended Kiosks $ / SF CPI Annual CPI None Bon Ton $ / SF 5% Every 5 Years Bon-Ton JCPenney $ / SF None JC Penney JC $4 Gross $ / SF 5% Every 5 Years None Inline <1,000 Inline $ / SF CPI Annual CPI None Inline <2,000 Inline $ / SF CPI Annual CPI None

MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: Page 34 Page LYCOMING MALL LYCOMING INFORMATION Page 35 Page N/A N/A Prior Prior 65.24 3.00% 3.00% 3.00% 3.00% 3.00% $26.10 $26.10 $26.10 $22.18 $22.18 $22.18 $19.57 $19.57 $65.24 $65.24 Dec-2025 N/A N/A Prior Prior 63.34 3.00% 3.00% 3.00% 3.00% 3.00% $25.34 $25.34 $25.34 $21.54 $21.54 $21.54 $19.00 $19.00 $63.34 $63.34 Dec-2024 N/A N/A Prior Prior 61.49 3.00% 3.00% 3.00% 3.00% 3.00% $24.60 $24.60 $24.60 $20.91 $20.91 $20.91 $18.45 $18.45 $61.49 $61.49 Dec-2023 N/A N/A Prior Prior 59.70 3.00% 3.00% 3.00% 3.00% 3.00% $23.88 $23.88 $23.88 $20.30 $20.30 $20.30 $17.91 $17.91 $59.70 $59.70 Dec-2022 N/A N/A Prior Prior 57.96 3.00% 3.00% 3.00% 3.00% 3.00% $23.19 $23.19 $23.19 $19.71 $19.71 $19.71 $17.39 $17.39 $57.96 $57.96 Dec-2021 LYCOMING MALL LYCOMING N/A N/A Prior Prior 56.28 3.00% 3.00% 3.00% 3.00% 3.00% $22.51 $22.51 $22.51 $19.13 $19.13 $19.13 $16.88 $16.88 $56.28 $56.28 Dec-2020 N/A N/A Prior Prior 54.64 3.00% 3.00% 3.00% 3.00% 3.00% $21.85 $21.85 $21.85 $18.58 $18.58 $18.58 $16.39 $16.39 $54.64 $54.64 Dec-2019 N/A N/A Prior Prior 53.05 3.00% 3.00% 3.00% 3.00% 3.00% $21.22 $21.22 $21.22 $18.04 $18.04 $18.04 $15.91 $15.91 $53.05 $53.05 Dec-2018 N/A N/A Prior Prior 51.50 3.00% 3.00% 3.00% 3.00% 3.00% $20.60 $20.60 $20.60 $17.51 $17.51 $17.51 $15.45 $15.45 $51.50 $51.50 Dec-2017 N/A N/A Prior Prior 50.00 $20.00 $20.00 $20.00 $17.00 $17.00 $17.00 $15.00 $15.00 $50.00 $50.00 Dec-2016 New New New New New Renew Renew Renew Renew Renew Growth Growth Growth Growth Growth Blended Blended Blended Blended Blended Inline <3,500 Inline $ / SF CPI Annual CPI None Inline <5,500 Inline $ / SF CPI Annual CPI None Inline <10,000 Inline $ / SF CPI Annual CPI None Inline >10,000 Inline $ / SF CPI Annual CPI None Jewelry Tenants $ / SF CPI Annual CPI None MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: MLA Name: Units: MLA Rent Changes: MLA Rent MLA Recoveries: Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering 7,660 Year 11 Year 16,208 11,961 17,175 26,077 63,522 806,694 681,030 140,079 127,479 132,903 324,413 282,229 336,007 191,618 255,530 306,907 303,282 112,608 (27,221) (67,530) Dec-2026 1,862,570 8,978,283 1,211,120 $9,005,504 13,053,451 $12,985,921 7,437 Year 10 Year 15,736 11,612 16,675 25,318 61,671 661,194 135,999 123,766 129,032 320,418 786,308 274,009 326,221 186,037 248,087 297,968 295,772 109,328 (61,193) (65,159) Dec-2025 1,808,320 8,752,328 1,175,845 $8,813,521 12,717,365 $12,652,206 Year 9 7,221 Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering 15,277 11,274 16,189 24,580 59,875 641,936 132,038 120,161 125,273 297,398 781,175 266,028 316,719 180,619 240,861 289,290 290,306 106,144 (53,682) (63,696) Dec-2024 1,755,651 8,598,286 1,141,597 $8,651,968 12,451,918 $12,388,222 Year 8 7,010 14,832 10,946 15,718 23,864 58,131 623,239 128,192 116,661 121,625 285,755 762,009 258,280 307,494 175,358 233,846 280,864 282,783 103,052 (49,280) (61,493) Dec-2023 1,704,515 8,378,324 1,108,346 $8,427,604 12,120,320 $12,058,827 Year 7 6,806 14,400 10,627 15,260 23,169 56,438 605,086 124,458 113,263 118,082 275,541 815,789 250,757 298,538 170,250 227,035 272,683 269,546 100,051 (57,762) Dec-2022 (164,253) 1,654,869 7,893,548 1,076,064 $8,057,801 11,600,636 $11,542,874 Year 6 6,608 13,981 10,318 14,816 22,495 54,794 97,137 587,462 120,833 109,964 114,643 270,412 828,418 243,453 289,843 165,292 220,422 264,741 258,526 (55,948) (54,917) Dec-2021 1,606,669 7,518,700 1,044,723 $7,574,648 11,157,101 $11,102,184 Year 5 6,415 13,574 10,017 14,384 21,839 53,198 94,308 570,352 117,314 106,761 111,304 260,298 909,619 236,362 281,401 160,477 214,002 257,030 256,425 (61,240) (53,873) Dec-2020 1,559,873 7,377,567 1,014,294 $7,438,807 11,013,088 $10,959,215 Year 4 6,229 9,725 13,178 13,965 21,203 51,649 91,561 553,739 113,897 103,652 108,062 298,063 229,478 984,751 273,205 155,803 207,769 249,544 258,552 (56,539) (54,242) Dec-2019 1,514,440 7,197,309 1,123,019 $7,253,848 11,012,181 $10,957,939 Year 3 6,047 9,442 12,794 13,558 20,586 50,144 88,894 537,611 110,580 100,633 104,915 285,015 222,794 956,069 265,247 151,265 201,717 242,276 257,508 (40,889) (53,778) Dec-2018 1,470,330 7,100,640 1,197,940 $7,141,529 10,907,664 $10,853,886 INFORMATION Year 2 5,871 9,167 97,702 12,422 13,163 19,986 48,684 86,305 521,952 107,359 101,859 302,888 216,305 928,223 257,522 146,859 195,842 235,219 239,238 (50,173) Dec-2017 (608,643) 1,427,505 6,398,000 1,273,705 $7,006,643 10,230,970 $10,180,797 Year 1 5,700 8,900 94,856 98,892 12,060 12,780 19,404 47,266 83,791 506,750 104,232 317,244 210,005 901,187 250,021 142,582 190,138 228,368 219,386 (44,826) Dec-2016 1,385,927 5,680,159 9,503,520 1,315,460 $6,914,378 $9,458,694 (1,234,219) $ / SF Year 1 $0.63 $1.72 $8.57 $0.13 $0.12 $7.04 $0.12 $0.39 $1.63 $0.26 $0.01 $1.12 $0.31 $0.01 $0.01 $0.18 $0.02 $0.02 $0.24 $0.06 $0.28 $0.27 $0.10 $11.78 $11.72 ($1.53) ($0.06)

Scheduled Base Revenue Rental Specialty Leasing Revenue LeasingSpecialty Revenue Utility Reimbursments Reimbursments Utility Marketing Income (Net) Income Marketing Absorption & Turnover Vacancy & Turnover Absorption Other Income Other Income Ancillary Income Ancillary Income Retail Sales Percent Revenue Retail Sales Percent Total Potential Gross Income Gross Potential Total Expense Reimbursement Revenue Expense Reimbursement Collection Loss TOTAL EFFECTIVE GROSS REVENUE EFFECTIVE GROSS TOTAL OPERATING EXPENSES OPERATING Admin-CAM Admin-Professional Admin-Professional Bulk Utilities Bulk Utilities Cleaning - OtherCleaning Electrical Fire Protection Protection Fire General Admin General Admin General Building General Building HVAC HVAC Insurance Insurance Landscaping Landscaping Loss Prevention Loss Prevention Management Fee Fee Management Marketing Expenses Marketing

EFFECTIVE GROSS REVENUE EFFECTIVE GROSS Base Revenue Rental SCHEDULE OF PROJECTED CASH FLOW CASH PROJECTED OF SCHEDULE Page 36 Page LYCOMING MALL LYCOMING INFORMATION Page 37 Page 4,565 6,048 5,376 Year 11 Year 18,008 23,945 67,196 27,034 38,049 84,642 51,295 116,926 366,444 130,825 289,997 161,358 297,295 Dec-2026 1,236,982 $5,473,299 $7,215,327 $7,512,622 4,432 5,871 5,219 Year 10 Year 17,484 23,247 65,239 26,247 36,941 113,520 355,771 127,014 281,550 215,821 163,574 161,358 540,753 Dec-2025 1,212,727 $5,326,978 $6,784,475 $7,325,228 Year 9 4,303 5,700 5,067 16,975 22,570 63,339 25,482 35,865 110,214 345,409 123,315 273,350 217,442 126,982 161,358 505,782 Dec-2024 1,188,948 $5,186,517 $6,695,923 $7,201,705 Year 8 4,178 5,534 4,919 16,480 21,913 61,494 24,740 34,820 107,004 335,348 119,723 265,388 206,411 124,493 161,358 492,262 Dec-2023 1,165,636 $5,047,701 $6,518,864 $7,011,126 Year 7 4,056 5,373 4,776 16,000 21,274 59,703 24,020 33,806 103,887 325,581 116,236 257,659 568,594 617,033 161,358 Dec-2022 1,142,780 1,346,985 $4,906,775 $5,289,114 $6,636,099 Year 6 3,938 5,217 4,637 15,534 20,655 57,964 23,320 32,821 30,590 29,122 100,861 316,098 112,851 250,154 161,358 221,070 Dec-2021 1,120,373 $4,771,572 $6,109,542 $6,330,612 LYCOMING MALL LYCOMING Year 5 3,823 5,065 4,502 15,082 97,924 20,053 56,275 22,641 31,865 306,891 109,564 242,868 255,090 182,111 161,358 598,559 Dec-2020 1,098,405 $4,648,684 $5,711,972 $6,310,531 Year 4 3,712 4,917 4,371 14,643 95,072 19,469 54,636 21,981 30,937 297,953 106,373 235,794 145,708 248,668 161,358 555,734 Dec-2019 1,076,867 $4,533,337 $5,868,868 $6,424,602 Year 3 3,604 4,774 4,244 14,216 92,303 18,902 53,045 21,341 30,036 289,275 103,274 228,926 158,127 162,494 161,358 481,979 Dec-2018 1,055,752 $4,418,033 $5,953,874 $6,435,853 Year 2 3,499 4,635 4,120 13,802 89,614 18,352 51,500 20,719 29,161 280,849 100,266 222,259 740,445 473,726 161,358 Dec-2017 1,035,051 1,375,529 $4,288,633 $4,516,635 $5,892,164 0 0 Year 1 3,397 4,500 4,000 13,400 87,004 17,817 50,000 97,346 20,116 28,312 272,669 215,785 161,358 161,358 Dec-2016 1,014,756 $4,160,690 $5,136,646 $5,298,004 $ / SF Year 1 $0.02 $0.00 $0.01 $0.11 $0.00 $1.26 $0.34 $0.02 $0.06 $0.12 $0.27 $0.02 $0.04 $5.16 $0.00 $0.00 $0.20 $0.20 $6.37 $6.57 Office Expense Other-CAM Other-CAM Painting Painting Parking lot lot Parking Plumbing Plumbing Real Estate Taxes Taxes Real Estate Repairs and maintenance maintenance and Repairs Roof repairs Roof repairs Snow Removal Removal Snow Specialty LeasingSpecialty Expense Utilities Utilities Ancillary Exp Other Property OpOther Ex Property TOTAL OPERATING EXPENSES OPERATING TOTAL NET OPERATING INCOME OPERATING NET LEASING & CAPITAL COSTS CAPITAL & LEASING Improvements Tenant Leasing Commissions Capital ReservesCapital TOTAL LEASING & CAPITAL COSTS & CAPITAL LEASING TOTAL NET CASH FLOW CASH NET Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering $(1,210) $(50,054) $(79,314) $(35,354) $(29,815) $(32,845) 2015 $(162,265) $(993,765) $(105,050) $(107,190) $5,193,068 $(1,390,121) $(2,546,151) $(1,095,972) $(4,082,955) $14,491 $(5,314) $(60,982) $(84,349) $(28,221) $(34,862) 2014 $(159,485) $(931,200) $(100,249) $(115,961) $5,324,125 $(1,561,818) $(2,652,503) $(1,413,294) $(4,481,244) $(713) $11,638 $(9,078) $(84,096) $(92,983) $(15,630) 2013 $(181,058) $(915,784) $(101,093) $(124,188) $5,653,199 $(1,554,570) $(2,651,412) $(1,237,025) $(4,304,580) Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering $(971) $60,610 $(4,241) $(98,943) $(10,945) 2012 $(158,762) $(909,020) $(100,444) $(168,973) $(129,328) $5,847,090 $(1,530,008) $(2,597,790) $(1,117,538) $(4,168,563) $(2,132) $(8,118) $(77,227) $(94,779) $(12,010) $(111,779) $(124,693) $5,715,489 2011 $(2,568,436) $(1,570,525) $(4,569,699) $(132,587.00) $(909,119.00) $(1,526,730.00) ITEM Expenses CAM expenses Insurance Real Estate and Other Taxes and Real Estate Subtotal CAM/TAX Expenses CAM/TAX Subtotal Bulk Utilities Expense Bulk Utilities Specific Non Cam Non Specific Leasing and Management Leasing and Administrative Bad Expenses Debt Specialty LeasingSpecialty Expense Marketing Expense Marketing Ancillary Expense Other Proprety Oper. Expenses Oper. Other Proprety Total Operating Expenses Operating Total Net Operating Income Income Operating Net $- $9,024 $5,247 $17,149 $82,770 $92,618 2015 $166,812 $561,374 $152,058 $308,619 $723,092 $465,057 $119,306 $(44,909) $(21,740) $5,386,820 $5,834,491 $6,547,923 $1,188,149 $1,252,726 $2,449,899 $9,276,023 $7 $9,640 $13,726 $93,528 $94,856 2014 $154,974 $491,119 $140,209 $331,336 $818,666 $452,229 $127,946 $(35,978) $(23,784) $5,760,529 $6,224,587 $6,855,915 $1,270,895 $1,376,366 $2,656,901 INFORMATION $9,805,369 $16,504 $12,164 $96,263 $97,643 2013 $154,974 $397,400 $215,138 $219,251 $925,253 $457,209 $134,622 $(24,052) $(57,797) $(22,957) $5,961,724 $6,254,100 $6,866,638 $1,382,462 $1,374,440 $2,773,406 $9,957,779 $26 $13,340 $88,434 $(1,500) 2012 $154,974 $387,085 $235,793 $293,079 $886,120 $481,512 $134,205 $109,417 $(26,267) $(37,298) $5,827,712 $6,210,700 $6,833,578 $1,367,632 $1,469,021 $2,849,993 $10,015,653 $154,974 $431,677 $331,427 $332,338 $838,931 $449,520 $253,444 $128,053 $102,988 $102,166 $(27,953) $(49,301) $(10,000) 2011 $5,593,138 $5,993,196 $6,756,300 $1,288,451 $1,881,885 $3,170,336 $10,285,188

Revenues Rent Minimum Gross Net Minimum Rent Minimum Net ITEM Ground Rent Income Rent Ground LeasingSpecialty Above/elow Market Amort Market Above/elow Rent Percent Straight Line Rent Straight Income Rental Net Percentage Sales Percentage Reimbursements CAM Reimbursements Rent Credits Rent Reimbursements RE Tax Subtotal Reimbursements Subtotal RTS Reimbursements RTS Utility Reimbursements Reimbursements Utility Total Reimbursements Total Lease Terminations Marketing Income Marketing Marketing Landlord Dues Landlord Marketing Ancilary Income Other Total Real Estate Revenues Revenues Real Estate Total

HISTORICAL OPERATING INFORMATION OPERATING HISTORICAL Page 38 Page LYCOMING MALL LYCOMING INFORMATION Page 39 Page Sears MLA Dick's Macys Big Lots Big Bon Ton $4 Gross Best Buy JCPenney Books-A-Million Option Market Renew Exp. Assump. Renew Option Option Option Option Option Option Market Option Option Market Option Option Option Option Market Option Market Option Option Market Option Market % Mkt. UPON EXPIRATION UPON 91.16% 89.02% 97.50% 74.71% 78.88% 67.99% 92.13% 91.69% 91.91% 83.76% 88.80% 101.94% Rent Mkt. $3.28 $4.37 $4.00 $5.22 $4.12 $4.78 $7.32 $10.30 $11.94 $18.54 $12.36 $21.49 Rent $2.99 $3.89 $3.90 $3.90 $3.25 $3.25 $6.50 Contr $10.50 $11.00 $17.00 $11.36 $18.00 4.56% 6.88% 6.20% 5.21% 5.30% 5.60% 11.22% Occ Cost RETAIL SALES RETAIL Sales $4,604,514 $4,363,863 $5,536,838 $8,913,121 $2,227,231 $3,373,344 $10,334,402 LYCOMING MALL LYCOMING Sears None None Recov. Recov. Macy's Method Big Lots Big Best Buy Bon-Ton JC Penney JC Books-A-Million $0 $0 $0 $30,252 $47,880 $93,156 $48,132 $21,036 $104,496 Recovery BASE RENT BASE $0 Rent $316,704 $240,504 $366,384 $195,492 $472,500 $339,996 $249,924 $167,892 PSF $0.00 $3.89 $3.90 $2.99 $2.99 $3.25 $6.50 $10.50 $11.00 $17.00 $11.50 $11.36 $18.00 $19.00 Date 6/1/15 6/1/15 6/1/15 6/1/15 8/1/18 6/1/15 6/1/15 2/1/17 6/1/15 2/1/22 6/1/15 2/1/17 6/1/15 2/1/22 SF 81,416 61,667 60,152 45,000 20,000 22,000 25,829 119,738 122,536 End Lease 8/1/27 1/31/19 7/31/18 7/27/16 7/27/21 7/27/26 7/27/31 1/31/17 7/27/36 1/31/22 1/31/27 1/31/17 1/31/22 1/31/32 1/31/27 1/31/20 1/31/37 1/31/32 1/31/37 11/29/93 10/31/20 10/31/30 10/31/25 10/31/35 10/31/40 11/30/16 Start Lease 8/1/18 2/1/17 2/1/22 9/6/06 2/1/17 2/1/27 2/1/22 5/1/00 2/1/32 2/1/27 2/1/32 8/29/08 11/1/90 7/31/78 11/1/25 11/1/20 11/1/30 7/28/86 11/1/35 7/28/16 7/28/21 7/28/26 8/25/06 7/28/31 9/21/05 11/30/94 2 1 500 700 200 100 350 600 472 Suite # Suite

Macy's Coat Factory Burlington Penney J.C. Sears Tenant Name Tenant Bon-Ton Dick's Sporting Goods Sporting Dick's Best Buy Books-A-Million

Big Lots Big RENT ROLL RENT Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering MLA Old Navy Old Inline <5,500 Inline Inline <5,500 Inline <5,500 Inline Inline >10,000 Inline Inline <10,000 Inline Inline >10,000 Inline <10,000 Inline Inline <10,000 Inline <10,000 Inline Inline <10,000 Inline Inline <10,000 Inline Inline <10,000 Inline American EagleAmerican Renew Option Market Exp. Assump. Market Market Market Market Market Renew Renew Market Market Market Market Option Option Market Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering % Mkt. UPON EXPIRATION UPON 0.00% 9.76% 0.00% 0.00% 97.10% 85.90% 63.37% 72.59% 97.13% 97.06% 83.13% 113.92% 108.10% 113.02% 146.43% Rent Mkt. $15.45 $15.45 $17.91 $17.91 $16.88 $16.39 $19.00 $17.91 $39.34 $19.71 $18.58 $15.00 $15.00 $15.45 $16.39 Rent $0.00 $1.60 $0.00 $0.00 Contr $17.60 $17.39 $19.36 $14.50 $12.04 $13.00 $38.21 $19.13 $21.00 $12.47 $24.00 8.96% 6.59% 9.69% 9.84% 5.00% 12.32% 11.78% 10.55% 10.77% Occ Cost RETAIL SALES RETAIL Sales $774,204 $881,881 $875,360 $795,700 $2,624,255 $4,517,091 $2,056,625 $2,949,539 $1,022,295 Net None None None None None None None None None Recov. Recov. Method Maurice's Footlocker American EagleAmerican Shoe Department Shoe $0 $0 $0 $0 $0 $0 $0 $0 $22,296 $75,060 $104,004 $103,104 Recovery BASE RENT BASE $0 $0 $0 $0 Rent $75,012 $12,228 $81,564 $94,296 $78,276 $297,648 $134,880 $236,088

INFORMATION PSF $0.00 $0.00 $1.60 $0.00 $0.00 $0.00 $17.60 $15.45 $10.95 $15.91 $16.39 $16.88 $17.39 $14.50 $19.36 $11.31 $12.04 $12.00 $21.00 $13.00 $36.54 $37.09 $37.64 $38.21 $12.47 $17.00 $24.00 Date 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 4/1/17 6/1/15 2/1/16 2/1/17 2/1/18 6/1/15 6/1/15 6/1/15 7/1/15 2/1/17 11/1/16 11/1/17 11/1/18 11/1/19 11/1/20 11/1/16 12/1/15 12/1/18 SF 9,559 6,850 9,302 7,642 6,797 4,490 4,643 6,461 6,277 6,149 4,658 6,149 6,149 16,912 19,700 12,519 End Lease 1/31/24 5/31/17 7/31/18 3/31/22 1/31/19 1/31/19 1/31/16 6/30/15 1/31/17 1/31/19 10/31/16 10/31/27 10/31/21 10/31/21 11/30/19 10/31/50 11/30/21 Start Lease 2/1/14 1/1/15 7/1/15 2/1/17 11/1/14 11/1/16 11/7/13 11/1/16 7/31/78 3/28/12 1/14/06 11/1/14 12/1/16 10/18/06 10/11/78 11/16/09 11/20/86 306 840 202 430 240 830 102 816 212 280 824 312 248 260 Suite # Suite

Old Navy Old FootLocker et. al. FootLocker Glowgolf SPL: Vacant rue21 Shoe Dept Shoe Sears Maurices Stoltzfus Woodcraft Stoltzfus SPL: Ron's Custom Signs Custom Ron's SPL: American EagleAmerican Outfitters Tenant Name Tenant fye Hollister Co. Hollister Vacant

RENT ROLL (CONT.) ROLL RENT Page 40 Page LYCOMING MALL LYCOMING INFORMATION Page 41 Page MLA Inline <3,500 Inline Inline <3,500 Inline Inline <3,500 Inline Inline <3,500 Inline Inline <5,500 Inline Inline <5,500 Inline <5,500 Inline <5,500 Inline Inline <5,500 Inline Inline <5,500 Inline Inline <5,500 Inline Inline <5,500 Inline Inline <5,500 Inline Inline <5,500 Inline Inline <5,500 Inline <5,500 Inline Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Renew Exp. Assump. % Mkt. UPON EXPIRATION UPON 0.00% 0.00% 0.00% 97.11% 97.11% 98.82% 81.18% 135.36% 120.23% 121.95% 129.41% 117.96% Rent Mkt. $23.88 $23.88 $22.51 $18.58 $17.51 $18.04 $19.13 $18.04 $17.00 $19.71 $17.00 $19.71 Rent $0.00 $0.00 $0.00 Contr $23.19 $23.19 $25.15 $23.00 $22.00 $16.80 $16.00 $22.00 $23.25 6.00% 8.00% 2.00% 5.98% 10.36% 29.22% 20.20% 11.39% 12.22% 14.83% Occ Cost RETAIL SALES RETAIL Sales $447,715 $921,050 $556,875 $455,649 $584,113 $598,963 $786,395 $874,997 $1,027,690 $2,624,255 LYCOMING MALL LYCOMING None None None None None None None Recov. Recov. Justice Method CJ Banks Friendly's Finish Line Finish Victoria's Secret Victoria's Shops incl ref accts ref incl Shops The Heritage Shops Heritage The The Children's Place The Children's Shops (incl. ref accts) ref (incl. Shops $0 $0 $0 $0 $0 $0 $0 $2,220 $31,380 $23,568 $14,436 $75,396 $33,276 $25,812 $41,220 $39,168 Recovery BASE RENT BASE $0 $0 $0 $0 $0 $0 $0 Rent $92,052 $87,336 $84,720 $65,988 $93,000 $54,888 $90,600 PSF $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $21.22 $21.85 $22.51 $23.18 $20.60 $20.60 $21.22 $21.86 $22.51 $23.19 $25.15 $23.00 $22.00 $16.80 $23.25 $13.00 $16.00 $22.00 Date 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 11/1/17 11/1/18 11/1/19 11/1/20 11/1/16 11/1/16 11/1/17 11/1/18 11/1/19 11/1/20 10/1/15 SF 3,394 3,450 3,413 3,500 3,660 3,600 3,519 3,730 3,763 3,797 3,851 3,928 4,000 3,962 4,222 4,118 End Lease 2/28/20 2/28/19 5/31/27 1/31/17 1/31/20 1/31/18 1/31/16 1/31/21 1/31/21 2/29/16 10/31/21 10/31/21 10/31/27 10/31/50 10/31/17 11/14/26 Start Lease 3/1/04 6/1/14 9/3/01 2/1/08 1/1/06 11/1/16 11/1/16 9/15/10 11/1/14 11/1/14 9/20/02 11/9/09 9/11/98 9/23/10 10/31/92 11/15/13 206 258 246 424 872 874 812 450 330 435 638 268 456 868 446 Suite # Suite 252/254

Vacant Vacant Hot Topic Hot SPL: CP Gifts SPL: Friendly's & Home Custom SPL: Remodeling Aeropostale SPL: Soko World Shop World Soko SPL: Payless Shoe Source Shoe Payless C.J. Banks C.J. The Heritage Shops Heritage The Justice Victoria's Secret Victoria's Grp Auto Fairfield SPL: The Children's Place The Children's Finish Line Finish Tenant Name Tenant RENT ROLL (CONT.) ROLL RENT Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering MLA Inline <3,500 Inline Inline <3,500 Inline Inline <3,500 Inline Inline <3,500 Inline <3,500 Inline <3,500 Inline Inline <2,000 Inline Inline <3,500 Inline Inline <3,500 Inline Inline <3,500 Inline <2,000 Inline Inline <2,000 Inline <2,000 Inline Inline <3,500 Inline Exp. Assump. Market Market Market Market Market Market Market Market Market Market Market Market Market Market Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering % Mkt. UPON EXPIRATION UPON 0.00% 45.90% 88.87% 49.03% 102.00% 157.77% 117.34% 128.64% 105.26% 123.39% 108.39% Rent Mkt. $22.51 $20.60 $21.22 $20.60 $21.85 $33.43 $21.85 $21.85 $31.51 $33.43 $21.22 Rent $0.00 Contr $22.96 $32.50 $24.90 $26.50 $10.03 $29.71 $23.00 $26.96 $15.45 $23.00 6.42% 51.93% 37.96% 11.75% 21.27% 70.78% Occ Cost RETAIL SALES RETAIL Sales $42,844 $125,209 $290,348 $562,023 $482,478 $1,486,496 None None None None None None None None None M&T Recov. Recov. Method Dino's Pizza Dino's Spencer Gifts Spencer Bath & BodyBath Works Shops (incl. ref accts) ref (incl. Shops $0 $0 $0 $0 $0 $0 $0 $0 $0 $45,588 $48,540 $15,600 $13,464 $28,620 Recovery BASE RENT BASE $0 $0 $0 Rent $65,016 $64,632 $19,284 $66,012 $88,008 $58,296 $30,324 $64,788 $74,004

INFORMATION PSF $0.00 $9.59 $0.00 $9.73 $9.88 $0.00 $0.00 $19.63 $23.93 $20.41 $21.23 $22.08 $22.96 $22.33 $32.50 $24.41 $24.90 $26.50 $10.03 $28.84 $29.71 $15.45 $23.00 $23.00 $26.96 Date 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 4/1/16 4/1/17 6/1/15 6/1/15 4/1/16 4/1/17 4/1/18 6/1/15 6/1/15 9/1/15 6/1/15 6/1/15 12/1/15 12/1/16 12/1/17 12/1/18 11/1/16 11/1/16 11/1/17 SF 3,312 2,701 2,101 2,011 2,956 2,708 2,200 2,688 1,973 1,929 1,870 1,963 2,817 2,745 End Lease 3/31/18 8/31/27 3/31/19 9/30/18 7/31/16 1/31/17 8/31/50 5/31/18 1/31/19 11/30/19 10/31/21 10/31/21 10/31/50 12/31/19 Start Lease 4/1/13 9/1/14 4/1/10 7/6/78 9/1/14 6/1/04 4/1/88 2/1/09 8/15/13 8/10/96 11/1/16 11/1/16 11/1/14 11/11/14 318 242 300 228 234 400 420 632 334 214 443 216 639 820 Suite # Suite

Arby's Dino's Pizza Dino's SPL: Clyde Peeling's Peeling's Clyde SPL: Reptiland Bank Sovereign Kitchen Collection Kitchen M & T Bank SPL: GO! Games & Toys & GO! Games SPL: & BodyBath Works Vacant Vacant SPL: Sport Spree Benigna's Creek Tenant Name Tenant

Pearle Vision Ctr Vision Pearle Gifts Spencer RENT ROLL (CONT.) ROLL RENT Page 42 Page LYCOMING MALL LYCOMING INFORMATION Page 43 Page MLA Inline <2,000 Inline Inline <2,000 Inline Inline <1,000 Inline Inline <2,000 Inline <2,000 Inline Inline <2,000 Inline Inline <2,000 Inline <2,000 Inline Inline <1,000 Inline <1,000 Inline <1,000 Inline Inline <2,000 Inline Inline <2,000 Inline <2,000 Inline Jewelry Tenants Jewelry Tenants Jewelry Tenants Jewelry Tenants Market Market Market Market Market Exp. Assump. Market Market Market Market Market Market Market Market Market Market Market Market Market % Mkt. UPON EXPIRATION UPON 88.84% 76.41% 60.30% 55.45% 97.07% 88.84% 58.00% 84.45% 93.04% 76.31% 93.62% 77.38% 173.55% 109.55% 218.11% 169.66% 158.68% 123.00% Rent Mkt. $33.43 $51.50 $29.71 $59.70 $49.44 $32.46 $33.43 $33.43 $50.00 $29.71 $31.51 $50.92 $49.44 $54.02 $28.84 $29.71 $31.51 $53.05 Rent Contr $29.70 $89.38 $22.70 $36.00 $54.16 $18.00 $32.45 $29.70 $29.00 $64.80 $53.46 $43.00 $46.00 $41.22 $27.00 $22.99 $50.00 $65.25 7.92% 9.14% 8.78% 10.15% 17.48% 19.99% 17.41% 19.87% 12.26% 18.89% 10.00% Occ Cost RETAIL SALES RETAIL Sales $285,282 $368,628 $349,133 $733,694 $377,178 $974,245 $289,185 $499,596 $371,883 $2,768,320 $1,226,536 LYCOMING MALL LYCOMING None None Recov. Recov. Claire's Subway Method Gymboree Game Stop Game Regis Salon Kay Jewlers Kay Europe Nails Europe Holiday Hair Holiday Yankee Candle Yankee Vitamin World Vitamin AT&T Mobility AT&T Littman Jewelers Littman Freedom Wireless Freedom Shops (incl. ref accts) ref (incl. Shops Shops (incl. ref accts) ref (incl. Shops Shops (incl. ref accts) ref (incl. Shops $0 $0 $8,940 $8,964 $23,112 $30,396 $21,252 $17,256 $15,552 $18,888 $12,744 $12,312 $15,336 $31,824 $10,272 $28,404 $27,708 $26,040 Recovery BASE RENT BASE Rent $28,968 $41,316 $31,536 $54,996 $52,524 $69,996 $42,696 $44,712 $38,496 $45,900 $38,436 $73,956 $95,004 $39,612 $122,004 PSF $28.84 $29.71 $22.70 $34.00 $17.00 $89.38 $53.45 $52.58 $54.16 $36.00 $64.81 $43.00 $46.00 $41.22 $18.00 $28.84 $29.70 $30.60 $31.51 $32.45 $27.00 $23.00 $28.84 $29.70 $50.00 $65.25 $29.00 Date 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/19 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 11/1/16 11/1/17 11/1/15 11/1/17 11/1/16 11/1/17 11/1/18 11/1/19 11/1/20 11/1/16 11/1/17 SF 999 993 972 934 1,312 1,276 1,215 1,855 1,365 1,029 1,080 1,804 1,700 1,671 1,500 1,479 1,456 1,366 End Lease 7/31/17 5/31/22 1/31/17 4/30/20 2/17/18 7/31/17 9/30/16 5/30/20 1/31/17 5/31/18 8/31/17 2/29/16 10/31/21 10/31/20 10/31/16 10/31/21 10/31/21 10/24/19 Start Lease 8/1/14 3/1/07 4/3/06 6/1/08 9/1/07 3/1/06 11/1/16 5/29/12 11/8/04 7/20/09 2/18/02 10/1/11 5/31/15 11/1/16 11/1/16 10/21/10 10/13/12 10/25/02 319 328 326 410 276 236 808 411 415 806 804 324 644 220 333 670 801 320 Suite # Suite

Vacant General Nutrition Center General Nutrition Europe Nails Europe Yankee Candle Yankee Kay Jewelers Kay Limitless Mobile Limitless Claire's Holiday Hair Holiday GameStop World Vitamin Wireless Freedom Vacant #478 Gymboree Subway Vacant Jewelers Littman AT&T Wireless AT&T Regis Salon

Tenant Name Tenant RENT ROLL (CONT.) ROLL RENT Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering MLA Kiosks Kiosks Kiosks Storage Inline <1,000 Inline Inline <1,000 Inline Inline <1,000 Inline Inline <1,000 Inline Inline <1,000 Inline <1,000 Inline <1,000 Inline Inline <1,000 Inline <1,000 Inline Jewelry Tenants Market Market Market Market Exp. Assump. Market Market Market Market Market Market Market Market Market Market Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering % Mkt. UPON EXPIRATION UPON 0.00% 0.00% 65.17% 47.86% 95.83% 96.55% 88.87% 53.02% 47.86% 138.13% 121.55% 391.95% Rent Mkt. $0.00 $62.63 $49.44 $54.02 $48.00 $52.45 $57.31 $50.92 $56.28 $417.92 $417.92 $417.92 Rent $0.00 $0.00 Contr $86.51 $32.22 $65.66 $46.00 $50.64 $50.93 $27.00 $200.00 $200.00 $220.59 10.99% 11.52% 13.75% Occ Cost RETAIL SALES RETAIL Sales $792,377 $276,140 $399,217 None None None None None olates Sprint Recov. Recov. Method Dairy Queen Brennan's Coffee Brennan's Brookside Homes Brookside Shops (incl. ref accts) ref (incl. Shops Shops (incl. ref accts) ref (incl. Shops Shops (incl. ref accts) ref (incl. Shops Auntie Anne's Pretzels Anne's Auntie Gertrude Hawk ChocGertrude- Hawk $0 $0 $0 $0 $0 $2,496 $1,296 $4,728 $6,084 $1,296 $15,456 $11,736 $13,056 $11,796 Recovery BASE RENT BASE $0 $0 $0 Rent $7,656 $71,664 $46,740 $41,856 $29,316 $35,136 $45,000

INFORMATION PSF $0.00 $0.00 $0.00 $0.00 $78.75 $82.50 $86.51 $58.35 $46.00 $32.22 $60.10 $61.90 $63.76 $65.66 $46.35 $20.58 $47.75 $49.17 $50.64 $49.44 $50.93 $27.00 $200.00 $220.59 $200.00 Date 6/1/15 1/1/18 1/1/22 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 6/1/15 5/1/16 6/1/15 10/1/15 10/1/16 10/1/17 10/1/18 11/1/16 11/1/16 11/1/15 11/1/16 11/1/17 11/1/16 11/1/17 11/1/16 SF 910 801 910 910 758 192 200 192 372 204 693 642 343 192 End Lease 9/30/19 3/31/16 6/30/16 3/31/16 5/31/18 4/30/20 8/31/27 12/31/24 10/31/18 10/31/21 10/31/21 10/31/21 12/31/26 10/31/21 Start Lease 1/2/14 3/1/10 8/1/05 1/1/14 9/1/14 9/13/12 3/17/06 4/29/11 11/1/13 11/1/16 11/1/16 4/24/13 11/1/16 11/1/16 662 273 658 654 640 414 230 231 278 644B K007 K004 K005 K009 Suite # Suite

Auntie Anne's Auntie Sprint Gertrude Hawk ChocoGertrude- Hawk lates & Coffee Deli Brennan's D. Q. Treat Center Treat Q. D. Kiosk 7 Kiosk Gertrude Hawk-Storage Vacant Brookside Homes Brookside #8769 Pagoda Piercing Vacant Relax Spa Comfort SPL: SPL: Aviso Financial Financial Aviso SPL: Center 9 Kiosk

Tenant Name Tenant RENT ROLL (CONT.) ROLL RENT Page 44 Page LYCOMING MALL LYCOMING INFORMATION Page 45 Page % Leased MLA Kiosks Kiosks Kiosks Kiosks Kiosks Kiosks Kiosks Kiosks 96.69% 96.11% N/A 806,788 687,050 119,738 Total SF Market Market Market Market Market Market Market Market Exp. Assump. 0 26,740 26,740 % Vacant SF Vacant Mkt. UPON EXPIRATION UPON 47.86% 47.86% 47.86% 47.86% 47.86% 47.86% 37.20% 122.81% 119,738 780,048 660,310 Rent Mkt. Leased SF $417.92 $371.32 $417.92 $417.92 $417.92 $417.92 $417.92 $393.93 Rent Contr $200.00 $456.00 $200.03 $200.00 $200.00 $200.00 $200.00 $146.56 Occ Cost Collateral Non-Owned Total Owned RETAIL SALES RETAIL Sales LYCOMING MALL LYCOMING 96% 90% 95% 100% % Leased None None Recov. Recov. Method Shops (incl. ref accts) ref (incl. Shops Shops (incl. ref accts) ref (incl. Shops Shops (incl. ref accts) ref (incl. Shops Shops (incl. ref accts) ref (incl. Shops Shops (incl. ref accts) ref (incl. Shops Shops (incl. ref accts) ref (incl. Shops 0 9,559 26,740 17,181 Vacant SF Vacant $0 $0 $1,080 $1,092 $1,296 $1,296 $1,296 $1,296 Recovery BASE RENT BASE 660,310 163,277 171,262 325,771 Leased SF Rent $4,116 $24,996 PSF $457.33 $200.00 $200.03 $200.00 $200.00 $130.19 $134.13 $138.13 $142.31 $146.50 $200.00 $200.00 Date 6/1/15 6/1/15 4/1/16 4/1/17 4/1/18 4/1/19 11/1/16 11/1/16 11/1/16 11/1/16 11/1/16 11/1/16 Total inline Space Type Space Majors Anchors (ownedAnchors ) 9 SF 156 160 192 192 192 192 192 End 22% 22% 55% 100% Lease % Total 9/15/17 3/31/20 10/31/21 10/31/21 10/31/21 10/31/21 10/31/21 10/31/21 9 5 114 100 # Suites Start Lease 4/1/15 9/16/12 11/1/16 11/1/16 11/1/16 11/1/16 11/1/16 11/1/16 SF K008 K010 K001 K011 K003 K002 K006 806,788 180,458 180,821 445,509 ATM1 Suite # Suite

ATM USA ATM Kiosk 8 Kiosk Kiosk 10 Kiosk Kiosk 1 Kiosk KIosk 11 KIosk Hat World Hat 2 Kiosk Kiosk 6 Kiosk Tenant Name Tenant Total Inline Majors Space Type Space (ownedAnchors non- and owned)

INFORMATION INFORMATION

THE LYCOMING MALL LYCOMING THE Page 46 Page LYCOMING MALL LYCOMING INFORMATION Page 47 Page LYCOMING MALL LYCOMING

Big Lots Big the of the operation judgment reasonable when in tenant’s close the demised premises may Tenant Covenant: Operating to fails closes under this and section premises demised the tenant In the event justified. be economically cannot premises tenant to notice 30 days’ this lease upon terminate may the landlord 90 days within reopen 10,000 than greater operation store dollar or store closeout liquidator, discount, merchandise general other No Exclusives: - compet foregoing The extensions. this any lease the original of term or during center be in the shopping permitted may SF Kmart or Wal-Mart, Ames, Target, to apply shall not language business ing J.C. Penney J.C. corporation successor or affiliated an to premises the entire sublet or assign may Tenant Assignments: term during the changed shallbe not name such Malland Lycoming shall be center shopping of the name The Covenants: obtained been first having consent tenant’s this leaseof without signage improvements, road ring tenants, other of expansion outparcels, of the development needed for approval Tenant changes area common and tenants, other of rights Bon-Ton time during any at certain parking and area expansion the future the demised premises, purchase to the option has Tenant renewals. any the and term - the respec that provide Brothers, Glosser and Company and Sears, Roebuck Kaufmanns], by [replaced Inc. LeasesHess’s, of their under stores department full retail line operate shall continuously each hereof the date of as under there tenants tive such Leaseof each terms respective of the years ten (10) the first least at during premises in their respective primary names Stores Department of Three the of each premises respective the and Company, Roebuck for Sears except thereafter, that and store. retail a single purpose as than an other be for occupied usedshall not or signage improvements, road ring tenants, other of expansion outparcels, of the development needed for approval Tenant changes area common and tenants, other of rights permitted any walls of the exterior outside shall be maintained machines vending no or shall be displayed merchandise No sidewalks and center in the shopping building the purposes be to used the demisedfor to premises the mall entrance of feet 100 within permit store a will not Landlord to accommodate seating sufficient has store such unless center the shopping part of any on consumption selling food for of use selling food shall if such the purpose be making, cooking, and/or to used of time or for one any at customers its all of odors objectionable produce

Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering

SIGNIFICANT LEASE TERMS LEASE SIGNIFICANT a bath and linen store. Tenant can deduct $2,000/day from minimum rent for each day of such violation. such of day each for rent minimum from deduct $2,000/day can Tenant store. linen and a bath Exclusive: No portion of the Shopping Center shall be leased, used, or occupied by an infant furniture and accessories store or as as or store accessories and furniture infant an shall be Center by leased,occupied used, or the Shopping portion of No Exclusive: written notice. written any time thereafter before there has been no co-tenancy failure for at least 60 days, tenant may terminate this lease with 30 days leasethis 30 days with terminate may tenant 60 at least days, for has failure beenno co-tenancy there before time thereafter any is any period of 660 calendar days during which there are one or more co-tenancy failures on 540 of those calendar days, then at then at those days, calendar 540 of on failures co-tenancy more or one are which there during period days 660 calendar of any is month with no co-tenancy failure the tenant shall pay whichever is less, minimum rent or 2% of sales during that period. If there period. there that If sales during 2% of or rent minimum less, is whichever shall pay the tenant failure co-tenancy no with month aggregate floor area of small store space at the shopping center. When there is a co-tenancy failure until there is a full calendar there until failure is a co-tenancy When there center. shopping at the space of smallstore area floor aggregate operating a retail store or where the aggregate floor area of small store space being operated as retail stores is less than 65% of the 65% is less than stores retail as operated space being of smallstore area floor the aggregate where or store a retail operating Co-Tenancy: Any one or more of the following shall constitute a “co-tenancy failure”: when there are less than two anchor tenants tenants anchor two than less are when there failure”: “co-tenancy a shall constitute the following of more or one Any Co-Tenancy: outside its demised premises not more than 3 times in any calendar year calendar 3 times in any than more not demised premises its outside Upon 30 days prior written notice to landlord tenant can hold occasional or seasonal outdoor sales on and along the sidewalks along and sales on seasonal outdoor or occasional hold can tenant landlord to notice written prior 30 days Upon Factory” or similar store for at least 1 day prior to the first anniversary of the RCD. of the anniversary the first to prior 1 day least at for store similar or Factory” any time during the term of the lease or during any renewal period. renewal any the during lease the of term or time during any Coat “Burlington staff and a fully the as Demised stocked from Premises business for open initially to agrees Tenant Dark: Going 1000 square feet of gross leasable area within Demised Premises and the Future Improvement. The option may be exercised at be exercised may option The Improvement. the Future and Demised within Premises area leasable gross of feet 1000 square Covenant: Operating Future Expansion area shown on Exhibit A together with contiguous parking area sufficient to provide 5.0 car spaces for each spaces car 5.0 provide to sufficient area parking contiguous with A together Exhibit on shown area Expansion Future Coat Factory Burlington 2nd Amendment September 30, 1994, Section 7: Landlord grants tenant the option to purchase the Demised Premises and the the and Demised Premises purchase to theoption tenant 30, 1994, Section grants September 7: Landlord Amendment 2nd and changes in common area. in common changes and Tenant approval needed for the development of outparcel, expansion of other tenants, ring road, signage rights of other tenants, tenants, other of rights signage road, ring tenants, other of expansion outparcel, of the development needed for approval Tenant Miscellaneous: used or occupied for an purpose other than as a single retail store. retail a single purpose as than an other for occupied used or thereafter, except for Sears Roebuck and Company, the respective premises of each of the Three Department Stores shall notshall be Stores of Department Three the of each premises respective the and Company, Roebuck for Sears except thereafter, names in their respective premises during at least the first ten (10) years of the respective terms of each such Lease and that such Lease and of that each terms respective of the years ten (10) the least first at during premises in their respective names tenants there under as of the date hereof shall each continuously operate full line retail department stores under their primary under stores full department retail line operate shall continuously each hereof the date of as under there tenants Leases of Hess’s, Inc. [replaced by Kaufmanns], Sears, Roebuck and Company and Glosser Brothers, provide that the respective therespective that provide Glosser Brothers, and Company and Sears, Roebuck Kaufmanns], by [replaced Inc. Leases Hess’s, of Co-Tenancy: 7/28/86 Co-Tenancy: Sears Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering Shoe Dept. Shoe deliverynotice kickout after days 120 Kickout: 12.1.13-11.30.14 $1,631,000 sales threshold rights: Kickout Landlord $1.2M 12.1.13-11.30.14 shall be 50% minimum the lesser of rent minimum tenant’s 180 days for time Sears ceases operating any if at Co-Tenancy: sales 5% gross or rent Carnival Show and Footwear Rack Room, Famous businesses: lease competing to shall not Landlord Exclusive:

INFORMATION

- replace qualified theirrespective or Kaufmann’s Goods, Sporting Macy’s, Dick’s Borders, Bon-Ton, Co-tenancyPenney, JC – business for open are center the the shopping GLA of 80% of and business for open are ments Right of First Refusal for space that becomes available adjacent to the premises, tenant has 3 months to notify desire to lease to notify to desire 3 months has tenant the premises, to adjacent available becomes space that Refusal First for of Right this lease of rate and terms the same space on Old Navy Old Best Buy Re- BrandsMart. or Electronics Fry’s tenants lease anchor to not may landlord Retailer Electronics and Consumer Exclusive exclusive. from exempt are Books Barnes & Noble Borders and EB Games, GameStop, F.Y.E., as such tailers Exclusive: LL will not lease any premise to be used or occupied for the sale of books, periodicals, video products, and or music the books, sale music periodicals, of or be for to occupied used and or video premise products, lease LL will any not Exclusive: the primary the to tenant use of related directly not is item if such products - operat and open spaces are tenant anchor the four of out three and business Goods Sporting for open is Co-tenancy – Dick’s business for operating and open is space the non-anchor 75% of least At business. for ing First Right of Refusal if landlord offers to license or lease a temporary or seasonal space to a calendar licensee (temporary or licensee to a spacecalendar (temporary seasonal or lease temporary a license to offers Refusal of if landlord Right First first of right a will have tenant merchandise) calendar other books and date primary sellingcalendar, with use of occupant as licensee operate to offer Books-A-Million Exclusive: Landlord may not lease any other premises to an occupant to be used for the sale, rental and/or distribution of of distribution and/or the be sale, rental to used for occupant an to premises other lease any not may Landlord Exclusive: more not in goods/equipment sporting Retailof sale athleticfootwear. goods,or sporting equipment, exercise health, fitness, area. floor occupant’s of SF 2,500 than more in not footwear athletic sale of retail and 7500 SF than Dick’s Sporting Goods Sporting Dick’s - com the rental before or on business shall be for Borders open Best and or Buy Barnes Noble & Co-tenancy requirement: date mencement Page 48 Page LYCOMING MALL LYCOMING INFORMATION Page 49 Page 15.05% 25.89% % NRA Cumulative 7.46% 2.10% 2.73% 0.78% 0.51% 0.49% 0.34% 0.17% 0.12% 0.12% 0.11% 0.11% 0.02% 5.58% 2.48% 0.76% 0.44% 0.27% 0.21% 0.17% 0.16% 0.12% 0.18% 0.00% 0.47% 15.05% 10.84% % NRA SF 121,452 208,882 Cumulative 9 SF 999 972 910 910 200 993 6,277 4,118 3,928 2,708 1,366 6,149 3,519 2,200 1,700 1,365 1,276 1,456 3,763 60,152 16,912 22,000 45,000 20,000 87,430 121,452 1 1 1 1 1 1 1 1 1 1 1 1 1 1 2 2 2 2 2 2 2 2 2 2 2 2 2 LYCOMING MALL LYCOMING Year Analysis 7/27/16 1/31/17 1/31/17 1/31/17 1/31/17 1/31/17 1/31/17 1/31/17 7/31/17 7/31/17 8/31/17 9/15/17 10/31/16 11/30/16 12/31/16 12/31/16 12/31/16 12/31/16 12/31/16 12/31/16 12/31/16 12/31/16 12/31/16 12/31/16 10/31/17 Lease End Total Dec-2016 Exp Total Total Dec-2017 Exp Total 1/1/06 7/6/78 3/1/06 3/1/10 9/6/06 1/1/15 9/3/01 4/3/06 8/1/14 3/1/07 9/1/07 7/28/86 9/21/05 11/9/09 10/1/11 3/17/06 4/29/11 8/25/06 11/8/04 8/10/96 9/16/12 10/18/06 11/20/86 10/13/12 10/31/92 Lease Start Lease Renew Option Option Market Market Market Market Market Market Market Market Market Market Market Option Option Option Market Market Market Market Market Market Market Market Expiration Assumption Status Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Suite # Suite 350 306 472 312 252/254 268 400 320 808 806 644B 658 640 600 2 248 812 632 644 276 328 411 670 ATM1 330 Tenant Name Tenant Bon-Ton Navy Old Books-A-Million fyi Line Finish Justice M & T Bank Regis Salon Claire's Vitamin World Vitamin Gertrude Hawk Chocolates Gertrude Hawk Brennan's Coffee & Coffee Deli Brennan's Gertrude Hawk-Storage Dick's Sporting Goods Sporting Dick's Best Buy Co. Hollister Aeropostale & BodyBath Works #478 Gymboree Jewelers Kay Center General Nutrition Hair Holiday Jewelers Littman USA ATM Source Shoe Payless Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering LEASE EXPIRATION SCHEDULE EXPIRATION LEASE Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering 46.10% 60.69% % NRA Cumulative 2.07% 0.48% 0.13% 0.33% 0.35% 0.21% 0.05% 0.95% 0.37% 0.09% 0.80% 0.56% 0.34% 0.45% 0.25% 0.10% 0.18% 1.15% 0.41% 0.24% 3.20% 0.47% 0.42% 0.02% 0.13% 0.03% 15.19% 20.21% 10.09% 14.58% % NRA Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering SF 371,966 489,606 Cumulative SF 372 758 801 192 204 3,851 1,080 2,701 2,817 1,671 7,642 2,956 6,461 4,490 2,745 3,660 2,011 1,479 9,302 3,312 1,963 3,797 3,413 1,029 16,700 81,416 25,829 122,536 163,084 117,640 3 3 3 3 3 3 3 3 3 3 3 3 4 4 4 4 4 4 4 4 4 4 4 4 5 5 5 5 5 5 Year Analysis 1/31/18 1/31/18 2/17/18 3/31/18 5/31/18 5/31/18 5/31/18 7/31/18 7/31/18 9/30/18 1/31/19 1/31/19 1/31/19 1/31/19 2/28/19 3/31/19 9/30/19 1/31/20 1/31/20 2/28/20 3/31/20 4/30/20 4/30/20 10/31/18 10/24/19 11/30/19 11/30/19 12/31/19 Lease End Total Dec-2018 Exp Total Total Dec-2019 Exp Total 2/1/08 4/1/13 4/1/88 6/1/08 2/1/14 2/1/09 3/1/04 4/1/10 6/1/04 5/1/00 4/1/15 8/1/05 2/18/02 4/24/13 7/31/78 7/31/78 8/15/13 11/1/13 8/29/08 1/14/06 9/13/12 9/20/02 9/15/10 7/20/09 10/11/78 10/25/02 11/16/09 11/11/14 Lease Start Lease

INFORMATION Renew Renew Renew Market Market Market Market Market Market Option Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Expiration Assumption Status Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Suite # Suite 840 638 415 242 639 220 414 100 102 234 654 700 824 212 820 872 228 273 801 830 318 216 1 435 246 K003 236 K005

Tenant Name Tenant FootLock/Lady/Kids/Champs Shops Heritage The GameStop Pizza Dino's Ctr Vision Pearle Subway Homes Brookside Sears Sears Collection Kitchen Center Treat Q. D. Burlington Coat Factory Burlington EagleAmerican Outfitters Woodcraft Stoltzfus Gifts Spencer Friendly's Bank Sovereign Sprint AT&T Wireless AT&T Dept Shoe Arby's Benigna's Creek Big Lots Big C.J. Banks C.J. Topic Hot World Hat Mobile Limitless #8769 Pagoda Piercing Page 50 Page LYCOMING MALL LYCOMING INFORMATION Page 51 Page 78.92% 72.95% 73.97% % NRA Cumulative 0.02% 0.02% 4.95% 0.02% 0.02% 0.02% 0.02% 0.02% 0.02% 0.02% 0.09% 0.16% 0.15% 0.19% 0.22% 0.24% 0.12% 0.24% 7.64% 0.23% 0.52% 0.50% 0.43% 0.42% 0.84% 1.18% 0.58% 1.02% 12.26% % NRA SF 636,692 588,526 596,748 Cumulative SF 156 160 192 192 192 192 192 192 192 693 934 1,312 1,215 1,500 1,804 1,929 1,973 1,855 4,222 4,000 3,450 3,394 8,222 6,797 9,559 4,658 39,944 61,667 98,920 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 5 5 7 5 5 6 6 7 7 6 7 7 7 Year LYCOMING MALL LYCOMING Analysis 5/31/22 5/31/22 5/31/22 5/31/22 5/31/22 5/31/22 5/31/22 5/31/22 5/31/22 5/31/22 5/31/22 5/31/22 5/31/22 5/31/22 5/31/22 5/30/20 5/31/22 1/31/21 1/31/21 5/31/22 5/31/22 3/31/22 5/31/22 5/31/22 10/31/20 10/31/20 Lease End Total Dec-2022 Exp Total Total Dec-2020 Exp Total Total Dec-2021 Exp Total 6/1/17 6/1/17 6/1/17 6/1/17 6/1/17 6/1/17 6/1/17 6/1/17 6/1/17 6/1/17 6/1/17 6/1/17 6/1/17 6/1/17 6/1/17 6/1/17 6/1/17 6/1/17 6/1/17 5/29/12 5/31/15 11/1/90 9/11/98 9/23/10 3/28/12 10/21/10 Lease Start Lease Renew Renew Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Option Market Market Market Market Market Market Market Expiration Assumption Status Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Speculative Speculative Speculative Speculative Speculative Speculative Speculative Speculative Speculative Speculative Speculative Speculative Speculative Speculative Speculative Speculative K008 K010 K001 K011 K002 K006 K007 K009 K004 326 230 319 333 324 Suite # Suite 804 200 214 410 446 456 206 334 816 430 260 258 Kiosk 8 Kiosk Kiosk 10 Kiosk Kiosk 1 Kiosk KIosk 11 KIosk Kiosk 2 Kiosk Kiosk 6 Kiosk Kiosk 7 Kiosk Kiosk 9 Kiosk Vacant Europe Nails Europe Vacant Vacant Vacant Vacant Tenant Name Tenant Freedom Wireless Freedom Penney J.C. Vacant Yankee Candle Yankee The Children's Place The Children's Secret Victoria's Vacant Vacant Maurices Vacant Vacant Vacant Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering 79.88% 99.63% % NRA Cumulative 0.85% 0.11% 0.49% 0.96% 0.08% 0.45% 0.26% 0.04% 1.55% 0.43% 0.33% 0.58% 0.46% 0.23% 14.84% 19.75% % NRA Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering SF 644,452 803,788 Cumulative SF 910 642 343 6,850 7,760 3,962 3,600 2,101 3,500 2,688 4,643 3,730 1,870 12,519 119,738 159,336 9 9 9 11 11 11 11 11 11 11 11 11 11 11 11 11 Year Analysis 1/31/24 5/31/27 8/31/27 8/31/27 8/31/50 12/31/24 11/14/26 12/31/26 10/31/27 10/31/27 10/31/50 10/31/50 10/31/50 11/29/93 Lease End Post-Term Exp Post-Term Total Dec-2024 Exp Total 1/2/14 1/1/14 6/1/14 9/1/14 9/1/14 9/1/14 11/7/13 11/1/14 11/1/14 11/1/14 11/1/14 11/1/14 11/15/13 11/30/94 Lease Start Lease

INFORMATION Market Market Market Market Market Market Market Market Market Market Market Market Market Market Expiration Assumption Status Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Suite # Suite 240 662 868 231 874 300 278 202 424 420 280 450 443 500

Tenant Name Tenant rue21 Anne's Auntie SPL: Fairfield Auto Group, Inc Group, Auto Fairfield SPL: Relax Spa Comfort SPL: SPL: Custom Home & Remodeling Home Custom SPL: Reptiland Peeling's Clyde SPL: Center Financial Aviso SPL: Glowgolf SPL: SPL: CP Gifts SPL: SPL: GO! Games & Toys & GO! Games SPL: Signs Custom Ron's SPL: SPL: Soko World Shop World Soko SPL: SPL: Sport Spree Macy's Page 52 Page LYCOMING MALL LYCOMING INFORMATION Page 53 Page

INFORMATION 100% 644,452 TOTAL 644,452 TOTAL LYCOMING MALL LYCOMING THE LYCOMING MALL LYCOMING THE 1% 2024 2024 100% 7,760 644,452 Cumulative SF 0 0% 99% 2023 2023 636,692 644,452 2024 6% 99% 2022 2022 39,944 636,692 636,692 2023 1% 2021 93% 8,222 2021 596,748 636,692 2022 15% 2020 91% 2020 98,920 588,526 596,748 2021 Cumulative 18% 2019 76% 2019 117,640 489,606 SF 588,526 2020 25% 2018 58% 2018 LEASE EXPIRATIONS LEASE 163,084 371,966 489,606 2019 14% 2017 32% 2017 87,430 208,882 371,966 2018 208,882 19% 19% 2016 2016 121,452 121,452 2017 121,452 2016 % Total Expiring % Total Year SF Year SF % Total Expired % Total Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering Cumulative Rollover Cumulative Annual Rollover Annual LEASE EXPIRATION GRAPH EXPIRATION LEASE Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering

INFORMATION $200 - $300 PSF $100 - $200 PSF N/R >$2,000 PSF - $1,900 PSF $500 PSF $300 - $500 PSF < $100

TENANT SALES MAP SALES TENANT Page 54 Page LYCOMING MALL LYCOMING INFORMATION Page 55 Page 4% 2% -4% -9% -5% -3% -5% -1% -6% -8% -8% -9% 41% 21% -18% -28% -17% -21% -15% -32% -19% -17% -24% -17% 3 Yr Chg 3 Yr 3% 2% 3% 7% 0% -5% -7% -4% -6% -6% -8% -8% -7% -8% -5% -4% -9% -1% 20% 14% -10% -20% -14% -10% % chg % chg $84 $57 $71 $92 PSF PSF $198 $131 $101 $133 $267 $221 $113 $130 $457 $127 $166 $114 $195 $186 $212 $656 $150 $152 $147 $121 LYCOMING MALL LYCOMING N/R N/R $774,204 $881,881 $795,700 $530,746 $875,360 $786,395 $874,997 $588,963 $584,113 $556,875 $455,649 Sales 2014 $4,604,512 $4,363,860 $5,536,835 $8,913,121 $3,373,345 $2,227,232 $2,624,255 $4,517,091 $2,056,625 $2,949,539 $1,022,295 $2,624,255 $10,334,402 1% 1% 3% 0% 6% -9% -5% -8% -3% -9% -8% -3% -7% -9% 31% 13% -22% -10% -13% -14% -15% -15% -13% -16% % chg % chg $93 $59 $76 $96 $98 $94 PSF PSF $211 $139 $131 $290 $214 $121 $497 $137 $207 $124 $204 $195 $233 $576 $175 $154 $163 $121 N/R N/R $646,157 $821,356 $857,901 $578,191 $917,917 $821,404 $957,467 $687,054 $592,088 $617,303 $456,396 Sales 2013 $4,829,485 $4,692,881 $5,786,590 $9,477,042 $3,600,101 $2,155,543 $2,571,641 $4,900,978 $1,990,043 $3,212,153 $1,272,886 $2,304,372 $11,444,485 $59 $98 $92 PSF PSF $103 $101 $208 $135 $107 $135 $321 $235 $109 $578 $148 $244 $124 $240 $224 $278 $541 $181 $165 $143 $133 N/R N/R $745,812 $626,668 $931,300 $578,373 $943,942 $709,133 $636,193 $544,523 $498,843 Sales 2012 $4,777,551 $6,043,432 $6,069,467 $9,354,000 $3,479,324 $2,352,243 $2,657,829 $5,420,918 $2,182,360 $3,736,128 $1,501,224 $1,077,241 $1,145,344 $2,164,038 $12,640,282 SF 9,302 6,850 6,797 6,461 6,277 6,149 4,658 4,490 4,222 4,118 4,000 3,928 3,851 3,797 3,763 81,416 61,667 60,152 45,000 25,829 22,000 20,000 19,700 16,912 122,536 119,738 Sears Macy's Macy's Burlington Coat Factory Coat Factory Burlington J.C Penney J.C Bon-Ton Dick's Sporting Goods Sporting Dick's Lots Big Books-A-Million Best Buy FootLock/Lady/Kids/Champs Old Navy Old Shoe Dept Shoe rue21 Maurices American EagleAmerican Outfitters fye Hollister Co. Hollister of CA Sunwear Pacific Stolzfus Woodcraft Stolzfus The Children's Place The Children's Finish Line Finish Victoria Secret Victoria Justice The Heritage Shops Heritage The C.J. Banks C.J. Source Shoe Payless Tenant Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering HISTORICAL TENANT SALES TENANT HISTORICAL Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering 3% 3% 2% 0% 4% 4% -7% -3% -6% -3% -7% 23% 13% N/A -46% -26% -12% -18% -13% -13% -26% -76% -16% -79% -18% -16% -26% -12% 3 Yr Chg 3 Yr 8% 3% 5% -6% -2% -8% -5% -8% -8% -9% -5% -4% -1% -6% -6% -6% 19% 26% 12% 17% -29% -10% -20% -74% -11% -79% -13% -15% % chg % chg $22 $38 PSF PSF $871 $303 $439 $192 $298 $434 $349 $320 $224 $902 $276 $842 $294 $223 $396 $107 $676 $176 $190 $191 $109 $262 $145 $131 $281 $2,028 Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering $42,844 $792,377 $276,140 $399,217 $179,176 $289,185 $430,812 $349,133 $388,628 $974,245 $285,282 $377,178 $499,596 $371,883 $733,694 $290,348 $482,478 $562,023 $538,938 $125,209 $370,152 $500,432 $447,715 $921,050 Sales 2014 $2,768,320 $1,226,536 $1,486,496 $1,027,690 0% 2% 1% 1% 1% 8% -1% -2% -5% -3% -4% -8% -8% -9% -8% -7% -7% 13% 10% N/A -14% -24% -17% -14% -11% -12% -29% -15% % chg % chg $84 $85 $93 PSF PSF $281 $466 $732 $271 $330 $440 $378 $310 $978 $235 $300 $929 $368 $235 $413 $684 $212 $171 $186 $178 $170 $140 $300 $298 $1,924 $255,392 $424,244 $665,841 $253,179 $320,911 $437,396 $377,777 $377,129 $299,405 $409,150 $625,415 $393,065 $165,501 $766,602 $230,468 $628,080 $482,495 $511,122 $589,128 $315,847 $585,752 $476,658 Sales 2013 $1,055,925 $2,625,864 $1,352,544 $1,504,589 $1,057,342 $1,090,345 $92 $95 N/A PSF PSF $247 $472 $848 $355 $400 $449 $396 $309 $273 $292 $968 $400 $257 $408 $676 $232 $185 $210 $176 $130 $156 $126 $355 $320 $1,980 N/R $225,133 $429,915 $771,910 $331,687 $388,460 $446,074 $395,933 $375,824 $347,743 $399,256 $679,575 $429,093 $181,401 $756,217 $257,726 $577,799 $686,254 $520,491 $584,241 $442,006 $431,619 $539,868 Sales 2012 $2,703,233 $1,408,712 $1,488,009 $1,248,348 $1,171,212 SF 910 910 910 934 972 993 999 1,080 1,215 1,365 1,276 1,366 1,456 1,700 1,671 1,963 1,855 2,200 2,701 2,745 2,956 2,817 3,312 3,394 3,413 3,450 3,519 3,660

INFORMATION

Brennan's Coffee & Coffee Deli Brennan's Gertrude Hawk Chocolates Gertrude Hawk Auntie Anne's Auntie Freedom Wireless Freedom Vitamin World Vitamin Holiday Hair Holiday Claire's GameStop Europe Nails Europe Kay Jewelers Kay Center General Nutrion Regis Salon Littman Jewelers Littman Gymboree Subway Benigna's Creek Candle Yankee Bath & BodyBath Works Dino's Pizza Dino's Spencers Gifts Spencers Kitchen Collection Kitchen Ctr Vision Pearle Arby's Arby's RadioShack Hot Topic Hot Christopher & Banks Christopher Aeropostale Friendly's Friendly's Tenant Page 56 Page LYCOMING MALL LYCOMING INFORMATION Page 57 Page 9% 4% 7% 8% 9% 7% 7% 8% 4% 7% 6% 4% 5% 5% 14% 11% 16% 15% 11% 10% 11% 10% 10% 10% 11% Rent/Sales PSF $84 $57 $71 $92 $109 $145 $281 $147 $152 $150 $656 $212 $186 $195 $114 $127 $457 $130 $113 $221 $133 $267 $101 $198 $131 $370,152 $500,432 $556,875 $584,113 $588,963 $874,997 $786,395 $875,360 $530,746 $795,700 $881,881 $774,204 2014 Sales $1,027,690 $2,624,255 $2,949,539 $2,056,625 $2,624,255 $4,517,091 $2,227,232 $4,604,512 $4,363,860 $5,536,835 $8,913,121 $3,373,345 $10,334,402 $51,948 $52,800 $92,052 $87,336 $84,720 $65,988 $93,000 $90,600 $54,888 $94,296 $55,008 $78,276 $81,564 $75,012 $236,088 $134,880 $297,648 $199,956 $316,704 $240,504 $195,492 $472,500 $167,892 $249,924 $366,384 2015 Rent LYCOMING MALL LYCOMING 2/28/2019 1/31/2020 1/31/2018 1/31/2016 1/31/2016 2/29/2016 1/31/2021 1/31/2019 1/31/2016 1/31/2016 1/31/2019 3/31/2022 1/31/2024 1/31/2017 1/31/2019 7/27/2016 1/31/2017 1/31/2020 7/31/2018 Lease End 10/31/2021 10/31/2021 11/30/2019 10/31/2016 10/31/2015 11/30/2016 3/1/2004 2/1/2008 1/1/2006 2/1/2014 5/1/2000 11/1/2016 11/1/2016 9/20/2002 11/9/2009 9/11/1998 9/23/2010 1/14/2006 5/17/2001 3/28/2012 11/7/2013 8/29/2008 11/1/1990 7/28/1986 8/25/2006 9/21/2005 7/31/1978 Lease Start Lease 11/20/1986 11/16/2009 10/18/2006 10/11/1978 SF 3,394 3,450 3,660 3,797 3,851 3,928 4,000 4,118 4,222 4,490 4,658 6,277 6,461 6,797 6,850 9,302 16,912 19,700 81,416 61,667 60,152 45,000 25,829 22,000 122,536 RadioShack Christopher & Banks Christopher Friendly's Friendly's C.J. Banks C.J. The Heritage Shops Heritage The Justice Victoria Secret Victoria Finish Line Finish The Children's Place The Children's Stolzfus Woodcraft Stolzfus Pacific Sunwear of CA Sunwear Pacific fye American EagleAmerican Outfitters Maurices rue21 Shoe Dept Shoe Old Navy Old FootLock/Lady/Kids/Champs Burlington Coat Factory Coat Factory Burlington Penney J.C Bon-Ton Goods Sporting Dick's Lots Big Books-A-Million Tenant Sears TENANT HEALTH RATIOS HEALTH TENANT Based 2014 sales 2015 sales pending data; data on Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering Offering Memorandum | Lycoming Mall Lycoming | Memorandum Offering

INFORMATION TENANT OVERVIEWS DEPARTMENT STORES ANCHOR TENANTS

Page 60 Offering Memorandum | Lycoming Mall JC PENNEY J. C. Penney Company, Inc., through its subsidiary, J. C. Penney Corporation, Inc., operates department stores in the United States. The company operates 1,094 department stores in 49 states and Puerto Rico as of February 1, 2014. The company’s business consists of selling merchandise and services to consumers through its department stores and through its Internet Website at jcpenney.com. It sells family apparel and footwear, accessories, fine and fashion jewelry, and beauty products through Sephora inside JCPenney, as well as home furnishings. In addition, the company’s department stores provide its customers with services, such as styling salon, optical, portrait photography, and custom decorating. Trademarks The JCPenney, JCP, monet, Liz Clai- borne, Claiborne, Okie Dokie, Worthington, a.n.a, St. John’s Bay, The Original Arizona Jean Company, Ambrielle, Decree, Stafford, J. Ferrar, Xersion, Total Girl, JCPenney Home Collec- tion, and Studio by JCPenney Home Collection trademarks, as well as certain other trademarks, have been registered, or are the subject of pending trademark applications with the United States Patent and Trademark Office and with the registries of various foreign countries and/or are protected by common law. In August 2014, J. C. Penney Company, Inc. announced that it is opening its first-ever store in Brooklyn, further increasing its New York City footprint. JCPenney store. History J. C. Penney Company, Inc. was founded in 1902 by James Cash Penney.

Company JC Penney website www.jcpenney.com Ownership Public Ticker NYSE: JCP Revenue $11.859 Billion No locations 1,060 Employees 117,000 Headquarters Plano, TX Founded 1902 Rating CCC- Agency S&P

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 61 SEARS Sears (officially Sears, Roebuck & Company) is a chain of Ameri- can department stores. The company was founded by Richard Warren Sears and Alvah Curtis Roebuck in 1886 and is currently headquartered in Hoffman Estates, Illinois. It began as a mail order catalog company, and began opening retail locations in 1925. The company was purchased by the American discount store chain Kmart in 2005, which renamed itself Sears Holdings upon com- pletion of the merger. It is the fifth-largest American department store company by sales as of October 2013 (behind Walmart, Target, Best Buy, and Home Depot), and it is the twelfth-largest retailer in the country overall. It operates divisions in Canada and Mexico, among several subsidiaries within its brand.

Company Sears website www.sears.com Ownership Public Ticker Nasdaq: SHLD (Parent) Revenue $36.2B (Parent) No locations 793 Employees 249,000 Headquarters Hoffman Estates, IL Founded 1886 Rating CCC+ Agency S&P

Page 62 Offering Memorandum | Lycoming Mall OLD NAVY Old Navy is a popular clothing and accessories retailer owned by American multinational corporation Gap Inc. It has corporate operations in San Francisco and San Bruno, California. The largest of the Old Navy stores are its flagship stores, located in New York City, the Mall of America, Seattle, Chicago and San Francisco. Founded in 1994 with over 1,020 locations it has become the first retailer in 1997 to pass $1 billion in its first four years in business.

Company Old Navy website www.oldnavy.com Ownership Public Ticker NYSE: GPS

Company Sears Revenue $16.148 Billion website www.sears.com No locations 1,010 Ownership Public Employees 1,731 Ticker Nasdaq: SHLD (Parent) Headquarters San Francisco, CA Revenue $36.2B (Parent) Founded 1994 No locations 793 Rating BBB- Employees 249,000 Agency S&P Headquarters Hoffman Estates, IL Founded 1886 Rating CCC+ Agency S&P

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 63 THE BON-TON The Bon-Ton Stores, Inc., through its subsidiaries, operates department stores in the United States. Its stores offer brand- name fashion apparel and accessories for women, men, and children, as well as cosmetics, home furnishings, footwear, and other goods. As of October 7, 2014, the company operated 273 stores, including 10 furniture galleries and 4 clearance centers in 26 states in the Northeast, Midwest, and upper Great Plains under the Bon-Ton, Bergner’s, Boston Store, Carson’s, Elder-Beerman, Herberger’s, and Younkers nameplates. The Bon-Ton Stores, Inc. was founded in 1898 and is headquartered in York, Penn- sylvania.

Company The Bon Ton website www.bonton.com Ownership Public Ticker Nasdaq: BONT Revenue $2.834B No locations 272 Employees 27,100 Headquarters York, PA Founded 1898 Rating B- Agency S&P

Page 64 Offering Memorandum | Lycoming Mall Company Macy's website www.macys.com Ownership Public Ticker NYSE: M Revenue $27.93 Billion No locations 789 Employees 172,500 Headquarters Cincinnati, OH Founded 1830 Rating BBB+ Agency S&P MACY’S Macy’s, originally R. H. Macy & Co., is a mid- range chain of department stores owned by Amer- ican multinational corporation Macy’s, Inc. It is one of two divisions owned by the company, with the other being the upscale Bloomingdale’s. As of Janu- ary 2014, it operates 850 department store locations Company The Bon Ton in the continental United States, Hawaii, Puerto Rico, website www.bonton.com and Guam, with a prominent Herald Square flagship lo- Ownership Public cation in Midtown Manhattan, New York City. Macy’s is Ticker Nasdaq: BONT known for its niche in popular culture and the diversity Revenue $2.834B of its merchandise. It competes with Belk, Bon-Ton, Dil- No locations 272 lard’s, Kohl’s, JCPenney, Boscov’s and Sears; more upscale Employees 27,100 facilities compete with Nordstrom, Neiman Marcus, Lord & Headquarters York, PA Taylor, Saks Fifth Avenue and Von Maur. Macy’s has conduct- Founded 1898 ed the annual Macy’s Thanksgiving Day Parade in New York Rating B- City since 1924, and sponsored the city’s annual Fourth of July Agency S&P fireworks display since 1976. Macy’s flagship store on Herald Square is advertised as the largest in the world, and draws shop- pers from well beyond the New York City Metropolitan Area. As of 2012, Macy’s is the largest U.S. department store company by retail sales and is the 16th-largest retailer in the United States in 2013 in terms of revenue.

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 65 Company Dick's Sporting Goods website www.dickssportinggoods.com Ownership Public Ticker NYSE: DKS Revenue $6.21 Billion No locations 610 Employees 34,300 Headquarters Coraopolis, PA Founded 1948

DICK’S SPORTING GOODS Dick’s Sporting Goods, Inc., together with its subsidiaries, operates as an omni-channel sporting goods retailer offering an assortment of sports equipment, apparel, footwear and accessories. The company also owns and operates Golf Galaxy, Field & Stream and True Runner specialty stores. As of Jan- uary 31, 2015, the company operated 603 Dick’s Sport- ing Goods stores in 46 states; 78 Golf Galaxy stores in 29 states; 10 Field & Stream stores in 5 states; and 3 True Runner stores in 3 states. The company also operates eCommerce Websites at www.DICKS.com and www.golf- galaxy.com. The company carries various brands, including Adidas, Asics, Callaway Golf, Columbia, Nike, Remington, TaylorMade-adidas Golf, The North Face and Under Armour. The main elements of the company’s business strategy are as follows: authentic sporting goods retailer; omni-channel development; brand partnerships; private brands; retail concept development; and strategic marketing. The company was founded in 1948. It was incorporated in 1948 in New York under the name Dick’s Clothing and Sporting Goods, Inc. The company was rein- corporated as a Delaware corporation in 1997. In 1999, the company changed its name to Dick’s Sporting Goods, Inc.

Page 66 Offering Memorandum | Lycoming Mall Company Dick's Sporting Goods BIG LOTS website www.dickssportinggoods.com Ownership Public Big Lots is the nation’s largest broadline closeout retailer with Ticker NYSE: DKS annual revenues approaching $5 billion. Big Lots operates more Revenue $6.21 Billion than 1,400 retail stores serving 48 states. Brand-name prod- No locations 610 ucts from 3,000 manufacturers are supplied to stores through Employees 34,300 five regional distribution centers with more than 9 million Headquarters Coraopolis, PA square feet of distribution capacity. Founded 1948 Big Lots offers brand-name closeouts and bargains that create a unique, exciting shopping experience for millions of customers. Big Lots offers a broad assortment of merchandise, including consumables, seasonal products, furniture, housewares, toys and gifts.

Company Big Lots website www.biglots.com Ownership Public Ticker NYSE: BIG Revenue $5.3 Billion No locations 1,493 Employees 13,100 Headquarters Columbus, OH Founded 1967 Rating BBB- Agency S&P

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 67 BURLINGTON COAT FACTORY Burlington Coat Factory Warehouse Corporation is an Amer- ican national off price retailer, with 543 stores in 44 states and Puerto Rico, with its corporate headquarters located in Bur- lington Township, New Jersey. In 2006, it was acquired by Bain Capital in a take-private transaction and in 2008, Tom Kingsbury became President and CEO. The company went public again in 2013. The company was formed and incorporated in 1972 when Henrietta Milstein convinced her husband Mon- roe to purchase a former factory outlet in Burlington, New Jersey for $675,000, using money she had saved from her job as a librarian for most of the $75,000 down payment. Monroe and his father, Abe Milstein, had been running a successful wholesale and retail outerwear business together since 1946. Initially, the Milsteins sold coats and jackets wholesale, but in order to become less dependent on the seasonal coat business, they gradually began adding additional clothing items and accessories, even- tually expanding into linens, gift items, a baby department and shoes. Company Burlington Coat Factory website www.burlingtoncoatfactory.com Ownership Public Ticker NYSE: BURL Revenue $4.46 Billion No locations 540 Employees 28,000 Headquarters Burlington, NJ Founded 1972 Rating NR Agency

Page 68 Offering Memorandum | Lycoming Mall Company Best Buy website www.bestbuy.com Ownership Public Ticker NYSE: BBY Revenue $42.4 Billion No locations 1,055 Employees 140,000 Headquarters Richfield, MN Founded 1966 Rating BB Agency S&P

BEST BUY Best Buy Co., Inc. operates as a multi-national, multi-channel retailer of technology products in the United States, Canada, China, and Mexico. Its stores offer consumer electronics consisting primarily of television and home theaters; digital cameras and camcorders; DVD and Blu-ray players; portable electronics, such as MP3 devices, headphones and speakers, car stereo, navigation and satellite radio; and all related accessories. The company’s stores also provide comput- ing and mobile phone products, including notebook and desktop computers, tablets and e-readers, mobile phones and related subscription service commissions, and related accessories; entertainment products, such as video gaming hardware and software, DVDs, Blu-rays, CDs, digital down- loads, and computer software; and appliances, including large and small appliances, and kitchen and bath fixtures, including faucets, sinks, toilets, and bathtubs. It also offers extended warranty service contracts, technical support, product repair, deliv- ery, and installation services.

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 69 FASHION APPAREL FOOT WEAR

Page 70 Offering Memorandum | Lycoming Mall Victoria’s Secret

Victoria’s Secret is the largest American retailer of lingerie, with sales in excess of $6 billion. The company sells lingerie, womens wear, and beauty products through its catalogs (send- ing out 375 million a year), website, and its U.S. stores. Victoria’s Secret is wholly owned by publicly traded L Brands company.

Company Victoria's Secret L Brands, Inc. operates as a specialty retailer of women’s intimate and other apparel, beauty and personal care products, and accessories. The company operates in two segments: website www.victoriassecret.com Victoria’s Secret, and Bath & Body Works. Its products include loungewear, bras, panties, Ownership Public sleepwear, swimwear, athletic attire, fragrances, shower gels and lotions, aromatherapy, Ticker NYSE: LB (Parent) soaps and sanitizers, home fragrances, handbags, jewelry, and personal care accessories. Revenue $10.77B (Parent) The company offers its products under the Victoria’s Secret, Pink, Bath & Body Works, La No locations 1,035 Senza, Henri Bendel, C.O. Bigelow, White Barn Candle Company, and other brand names. L Brands, Inc. sells its merchandise through company-owned specialty retail stores in the Employees 20,200 (Parent) United States, Canada, and the United Kingdom, which are primarily mall-based; through Headquarters Columbus, OH its websites; and through franchises, licenses, and wholesale partners. The company was Founded 1963 formerly known as Limited Brands, Inc. and changed its name to L Brands, Inc. in March Rating BB+ 2013. L Brands, Inc. was founded in 1963 and is headquartered in Columbus, Ohio. Agency S&P

Pac Sun

Pacific Sunwear of California, Inc., doing business as PacSun, is a United States-based retail clothing brand rooted in the youth oriented culture and lifestyle of California. The company sells lifestyle apparel, along with footwear and accessories designed for teens and young adults. As of late 2011, the company operated over 800 stores in all 50 states and Puerto Rico. PacSun is headquartered in Anaheim, California and operates a distribution center in Olathe, Kansas. The company’s regional directors, district managers and store positions are located throughout the United States and Puerto Rico. Company Pacific Sunwear website www.pacsun.com Ownership Public Ticker NASDAQ: PSUN Revenue $797,792 Million No locations 645 Employees 10,300 Headquarters Anaheim, CA Founded 1980

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 71 Hot Topic

Hot Topic is an American retail chain specializing in music and alternative culture-related clothing and accessories, as well as licensed music. The majority of the stores are located in regional shopping malls. The first Hot Topic store was opened in 1988 by Orv Madden, who retired as CEO in 2000 and was replaced by Betsy McLaughlin, who headed the company until 2011. Lisa Harper assumed the position of CEO in March 2011. The company went public and began trading on NASDAQ in 1996. In 2006, Hot Topic was placed 53rd on For- tune 500’s Top Companies to Work For list. In 2013, Hot Topic announced its sale to private Company Hot Topic equity firm Sycamore Partners for $600 million. website www.hottopic.com Ownership Private Revenue $761 Million No locations 642 Headquarters Industry, CA Founded 1988 Rating B Agency S&P

Hollister

Hollister Co. provides apparel and accessories for men and women. The company’s products include logo tees, knits, shirts, sweaters, jeans, pants, shorts, outerwear, winter wear, tanks, and sleepwear; and necklaces, bracelets, caps, hats, scarves, totes, belts, and flip flops. It offers colognes, perfumes, lip shine and gloss products, lip balms, and body care products, as well as gift cards. The company also retails its products through a chain of stores in the United States, Canada, and the United Kingdom. In addition, it sells its products online. The company was founded in 2000 and is based in Los Angeles, California. Hollister Co. operates as a subsidiary of Abercrombie & Fitch Management Co.

Company Hollister Co. website http://www.hollisterco.com/shop/us Ownership Abercrombie & Fitch Co. No locations 969 Headquarters New York, NY Founded 1922 Rating BB- Agency S&P

PageOffering 72 Memorandum | The Lycoming Mall OfferingOffering Memorandum Memorandum | Lycoming | Lycoming Mall Mall Aeropostale

Aéropostale, Inc. operates as a mall-based, specialty retailer of casual apparel and accessories. The company principally targets 14 to 17 year-old young women and men through its Aéropostale stores, and 4 to 12 year-old kids through its P.S. from Aéropostale stores. The company provides customers with a focused selection of fashion and fashion basics. Its products could be purchased in Aéropostale stores and online at www.aeropostale.com. P.S. from Aéropostale products can be purchased in P.S. from Aéropostale stores, in certain Aéropostale stores and online at www.ps4u.com and www.aeropostale.com. As of February Company Aeropostale 1, 2014, the company operated 949 Aéropostale stores, including 871 stores in all 50 states website www.aeropostale.com and Puerto Rico, and 78 stores in Canada, as well as 151 P.S. from Aéropostale stores in 31 states and Puerto Rico. The company owns and operates GoJane.com, Inc. (GoJane), Ownership Public an online women’s fashion footwear and apparel retailer. In addition, pursuant to various Ticker NYSE: ARO licensing agreements, its licensees operated 95 Aéropostale locations and 1 Aéropostale and Revenue $2.09 Billion P.S. from Aéropostale combination location in the Middle East, Asia, Europe, and Latin No locations 1,091 America as of February 1, 2014. The company locates its stores primarily in shopping malls, Employees 25,766 outlet centers, and lifestyle and off-mall shopping centers, all located in geographic areas with the possible concentrations of its target customers. It locates its stores in mall locations Headquarters New York, NY near popular teen gathering spots, such as food courts and other teen-oriented retailers. Founded 1973 The company has a 19,000 square foot Aéropostale flagship store in the Times Square sec- Rating NR tion of New York City.

American Eagle Outfitters

American Eagle Outfitters, Inc. operates as a retailer of apparel and accessories in the Unit- ed States and internationally. The company operates under the American Eagle Outfitters and aerie by American Eagle Outfitters brands. It operates approximately 1,000 retail stores. The American Eagle Outfitters brand targets 15 to 25 year old men and women. Denim is the cornerstone of the American Eagle Outfitters product assortment, which is comple- mented by other key categories, including pants, shorts, sweaters, fleece, outerwear, graphic T-shirts, footwear, and accessories. The aerie brand is a collection of intimates and personal care products for women that want to feel good about who they are, inside and out. The Company American Eagle Outfitters collection is available in 101 stores throughout the United States and Canada, online at website www.ae.com Company Hollister Co. aerie.com and at select American Eagle Outfitters stores. aerie, with bras and undies at Ownership Public website http://www.hollisterco.com/shop/us the core, and offerings in sleep, swim and apparel is beautiful, feminine, soft, sensuous, yet Ticker NYSE: AEO Ownership Abercrombie & Fitch Co. comfortable and real. The company offers clothing, accessories, and personal care products. American Eagle Outfitters and aerie merchandise is also available at international store Revenue $3.28 Billion No locations 969 locations managed by third party operators. As of January 31, 2015, the company operated No locations 929 Headquarters New York, NY 955 American Eagle Outfitters stores and 101 aerie stores. Its third party operated store Employees 39,600 Founded 1922 base has grown to 99 stores in 16 countries and products purchased through its online busi- Headquarters Pittsburgh, PA Rating BB- ness, AEO Direct, ship to 81 countries worldwide. The company sells merchandise through Founded 1977 Agency S&P ae.com and aerie.com, which are the digital manifestation of the lifestyle that its brands represent. Rating NR

OfferingOffering Memorandum Memorandum | Lycoming | Lycoming Mall Mall Offering Memorandum | Lycoming Mall Page 73 The Children’s Place

The Children’s Place is the largest pure-play children’s specialty apparel retailer in North America. The Company designs, contracts to manufacture, sells and licenses to sell fashionable, high-quality merchandise at value prices, primarily under the proprietary “The Children’s Place”, “Place” and “Baby Place” brand names. The Children’s Place is an American specialty retailer of children’s apparel and accessories founded in 1989. They became publicly traded on the NASDAQ exchange in 1997 under the ticker symbol PLCE. The Children’s Place is headquartered in Secaucus, New Jersey, and currently has 4,100 employees. Children’s Place stores are divided into four specific size ranges sections: Big Girls and Big Boys (4-14), Baby Girls and Baby Boys (6 months-4T). Most of The Children’s Place Company The Children's Place stores are located in and around regional malls, but also include some strip shopping centers, outlets, website www.childrensplace.com and street stores. The majority of their stores are small, traditional mall stores, although some Chil- dren’s Place outlets are in a big box format. As of November 1, 2014, the Company operated 1,117 Ownership Public stores in the United States, Canada and Puerto Rico, an online store at www.childrensplace.com, and Ticker Nasdaq: PLCE had 67 international stores open and operated by its franchise partners. Revenue $1.76B No locations 1107 Employees 4100 Headquarters Seacaucus, NJ Founded 1989

Payless ShoesSource

Payless ShoeSource is the largest specialty family footwear retailer in the Western Hemisphere, offering a trend-right and comprehensive range of everyday and special occasion shoes and acces- sory items at affordable prices for every member of the family. The company’s mission is simple: To be the Go To, Get More, Pay Less shoe store for our target customers. Payless was founded in 1956, in Topeka, Kan. on a revolutionary idea – selling quality shoes at affordable prices in a self-select environment. More than 50 years later, Payless continues the self-select model combined with leading customer service to provide a fun and engaging shopping experience for its customers. Today, Payless employs more than 25,000 associates worldwide and is a privately held company Company Payless Shoes owned by Golden Gate Capital and Blum Capital Partners. website www.payless.com Ownership Private Revenue $3.32B No locations 14,523 Employees 13,500 Headquarters Topeka, KS Founded 1956 Rating B Agency S&P

Page 74 Offering Memorandum | Lycoming Mall Gymboree

Gymboree has been dressing children since 1986. The brand's fashionable clothing and accessories are created to celebrate kids being kids in unique head-to-toe looks. Available in sizes newborn to 10 years, Gym- boree clothing is designed with colorful, high-quality fabrics and detailed touches throughout. Gymboree currently operates 631 stores in the U.S. and Canada and continues to expand internationally. The Gymboree Corporation is a specialty retailer operating stores selling high-quality apparel and accessories for children under the Gymboree, Gymboree Outlet, Janie and Jack, and Crazy 8 brands, as well as play programs for children under the Gymboree Play and Music brand. The Gymboree Corporation’s history begins with the founding of Gymboree Play & Music in 1976, making it one of the oldest companies in its field. The appeal of the Gymboree brand was so broad that in 1986 Gymboree entered the apparel business—designing, manufacturing and retailing unique, high-quality merchandise for children. Today The Gymboree Corporation’s brands include Gymboree Play & Music®, Gymboree® retail stores, Gymboree® Outlet stores, Janie and Jack® shops and Crazy 8® stores.

Soko World Shop

Soko World Shop is a locally owned, socially conscious retail store. Soko offers handmade and fair trade jewelry and accessories from around the world, sustainable and educational toys, and Indonesian and African art. Soko World Shop supports education through financial donations to schools in the Susquehanna Valley. Soko World Shop supports crafters from remote regions in Mexico, Columbia, Guatemala, Kenya, Zimbabwe, Bali, Thailand, India, South Africa, Turkey, Morocco, Egypt, Tibet, and Nepal. Soko’s toy selection features scientific, art & craft kits, and toys produced from bamboo and other sustainable materials. Soko’s jewelry selection features hand made and fair trade pieces from crafters here in the U.S. and around the world.

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 75 The Shoe Dept

Founded in 1960 in Kannapolis, NC, SHOE SHOW, INC.’s success has been based on a simple formula of providing quality products, service and value.

Over the past fifty-five years SHOE SHOW, INC. has continued to grow with stores named SHOE SHOW, SHOE DEPT. and Burlington Shoes. Currently SHOE SHOW, INC. has 1142 locations in 41 states.

SHOE SHOW, INC. has maintained its formula of success through technological advances and operating efficiencies; such as, standard store design, an efficient distribution center and computer links with stores and vendors.

SHOE SHOW, INC. also places great value on social and community activities that assist the local area. The Company is active in a number of charitable causes including Coopera- tive Christian Ministries, Bible Teaching Associations, Salvation Army, Hospice and Pallia- tive Care of Cabarrus County, Crisis Pregnancy Center, CVAN, Gardner-Webb University, Cabarrus Vocational Opportunities, Rowan Vocational Opportunities Incorporated, Com- munity Free Clinic and Cabarrus Meals on Wheels.

In the future, SHOE SHOW, INC. will continue to stay focused on the simple formula of providing quality products, service and value.

Page 76 Offering Memorandum | Lycoming Mall ELECTRONICS GIFTS ACCESSORIES

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 77 Kitchen Collection

Kitchen Collection offers a wide variety of cookware, bakeware, small appliances, decorative wood, marble and ceramics, great gadgets for every kitchen task, and the best kitchen/ housewares seen on TV. One will find name brands like Hamilton Beach, KitchenAid, Cui- sinart, T-Fal, WearEver, Wilton, and Pyrex, just to name a few, in addition to the company’s own Kitchen Collection value brand.

Kay Jewelers

As the #1 specialty jewelry brand in the United States, we know that offering fine jewelry at a great price is only part of the story. We are fully committed to providing a superior shopping experience - both in our stores and online. Our sales staff is empowered with the knowledge to assist each customer, while our website offers an Education Center where you can learn more about jewelry. Kay Jewelers is a division of Sterling Jewelers Inc. , headquartered in Akron,Ohio. Together with Signet Jewelers, our parent company, we are the largest specialty retail jeweler in the world. For investment information, press releases, and other corporate information, please visit Signet Jewelers’ corporate website. Kay Jewelers is proud to be one of the largest corporate sponsors of St. Jude Children’s Research Hospital,dedicat- ed to helping children all over the world overcome cancer and other catastrophic diseases.

For 90 years, Kay Jewelers has offered exceptional jewelry with great customer service. But long before becoming a nationally recognized jewelry retailer, Kay was the simple idea of two enterprising brothers from Reading, Pennsylvania. In 1916, Sol and Edmund Kaufmann opened the first Kay Jewelers. Initially, Kay offered far more than jewelry. Some of our original products included eyeglasses, musical jewelry boxes, and electric razors. We also offered to make a “home sweet home” with complete silverware sets and even kitchen appliances and radios. Although product offerings have changed through the years, shopping at Kay has remained a valued tradition.

Page 78 Offering Memorandum | Lycoming Mall Limitless

Limitless Mobile is a new type of Mobile Virtual Network Enabler (MVNE) delivering solutions to Mobile Network Operators (MNOs), Mobile Virtual Network Operators (MV- NOs), Machine-to-Machine (M2M) service providers and other companies looking to introduce innovative mobile propositions.

Limitless Mobile combines a unique set of assets, including a rural mobile network in the USA; a full MNO status and GSMA membership; a full carrier-grade MVNO infrastructure in Europe as well as wholesale agreements across several markets.

This asset and capability base enables Limitless Mobile to deliver a wide range of solutions from turnkey MVNO propositions for companies looking to extend their brands/offerings into mobile, to carrier-grade infrastructure solutions and services, including IMSI solutions, connectivity, modular Platform-as-a-Service (PaaS) solutions and voice termination, to companies looking to optimize or strengthen their existing offerings.

Limitless Mobile has presence and operations across the Bahamas, Denmark, Germany, Poland, Sweden, United Kingdom and the USA.

Sprint

Sprint Corporation provides wireless and wireline communications services to consumers, businesses, and government users in the United States, Puerto Rico, and the U.S. Virgin Islands. It operates in two segments, Wireless and Wireline. The Wireless segment offers wireless data communication services, including mobile productivity applications, such as Internet access, messag- ing, and email services; wireless photo and video offerings; location-based capabilities comprising asset and fleet management, dispatch services, and navigation tools; mobile entertainment applications; and local and long distance wireless voice services, as well as voicemail, call waiting, three-way calling, caller identification, directory assistance, and call forwarding services. It also offers voice and data services internationally through roaming arrangements; and customized Company Sprint wireless services to large companies and government agencies, as well as sells accessories, such as website www.sprint.com carrying cases, hands-free devices, batteries, battery chargers, and other devices to subscribers, Ownership Public agents, and other third-party distributors. The Wireline segment provides wireline voice and data communications, including domestic and international data communications using various pro- Ticker NYSE: S tocols, such as multiprotocol label switching technologies, Internet protocol (IP), managed net- Revenue $35.49B work services, voice over IP, and session initiated protocol to other communications companies, No locations N/A and targeted business and consumer subscribers; and wholesale voice local and long distance Employees 36,000 services, and digital voice services to cable multiple system operators. It offers its services under Headquarters Overland Park, KS the Sprint, Boost Mobile, Virgin Mobile, and Assurance Wireless brand names. The company was formerly known as Sprint Nextel Corporation and changed its name to Sprint Corporation on Founded 1899 July 10, 2013. The company was founded in 1899 and is headquartered in Overland Park, Kansas. Rating B+ As of July 10, 2013, Sprint Corporation operates as a subsidiary of SoftBank Corp. Agency S&P

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 79 Littman Jewelers

Littman Jewelers is a subsidiary of Fred Meyer Jewelers, one of the largest jewelers in Amer- ica. For over 100 years, the company has committed to offering superior service while providing the knowledge and expertise needed for customers to feel confident and excited about jewelry purchases. Littman Jewelers offers a variety of fine jewelry - from diamond bridal and engagement jewelry, to brand name watches like Citizen, Bulova, Seiko and Pul- sar. The company also offers unmounted diamonds, fun and fashionable gemstone jewelry, men’s and children’s jewelry and exclusive brands, collections and pieces. Littman Jewelers offers free jewelry cleaning and inspection. In addition to a variety of jewelry repair services, Littman Jewelers has lifetime jewelry care plans and watch protection plans available Company Littman Jewelers for purchase. Littman Jewelers is committed to responsibly mined and produced jewelry, website www.littmanjewelers.com and is certified by the Responsible Jewelry Council, which addresses human and labor Ownership Public rights, environmental impact, mining practices and product disclosure in the jewelry sup- Ticker NYSE: KR ply chain. Revenue $98.4 Million No locations 400 Employees 1,200 Headquarters Portland, OR Founded 1885

F.y.e..

f.y.e., standing for “For Your Entertainment,” is a chain of entertainment media stores in the United States. As one of several Trans World Entertainment brands, it began in 1993 and was expanded in 2001 after buying out and rebranding mall-based Camelot, Strawberries, Record Town and Coconuts stores. The store deals primarily with entertainment products such as selling, buying, and trading CDs, Blu-ray Discs, DVDs, video games, and books.

The first f.y.e. store opened in 1993 at the Trumbull Mall (now Westfield Trumbull) in Trum- bull, Connecticut. A second later opened in Eastview Mall in Victor, New York, and a third at Colonie Center in Albany, New York in 1997. Company FYE In 2001, Trans World unified its other mall-based stores under the “f.y.e.” name after buying out website www.fye.com Camelot Music. During that year, a major re-branding campaign made f.y.e. the brand name Ownership Private for all of Trans World Entertainment’s mall-based retail stores as well as many freestanding Parent: Trans World Entertainment Ticker locations, though some freestanding or strip mall stores continued to operate under regional (NASDAQ: TWMC) brands like Planet Music. Revenue $358 Million (parent) Headquarters Irvine, CA Founded 1993 Rating NR

Page 80 Offering Memorandum | Lycoming Mall GameStop

GameStop Corp. operates as a multichannel video game, consumer electronics, and wireless services retailer. The company sells new and pre-owned video game hardware; physical and digital video game software; pre-owned and value video game products; personal computer (PC) entertainment software in various genres, including sports, action, strategy, adventure/role play- ing, and simulation; digital products, including downloadable content, network points cards, prepaid digital and online timecards, and digitally downloadable software; video game accessories, such as controllers, gaming headsets, memory cards, and other add-ons for use with video game hardware and software; strategy guides, magazines, and gaming-related toys; and mobile Company Game Stop and consumer electronics, including new smartphones, tablets, headphones, and accessories, as website www.gamestop.com well as pre-owned smartphones, tablets, and MP3 players. It also operates electronic commerce Websites comprising gamestop.com, ebgames.com.au, ebgames.co.nz, gamestop.ca, gamestop. Ownership Public it, gamestop.es, gamestop.ie, gamestop.de, gamestop.co.uk, and micromania.fr. In addition, the Ticker GME company operates kongregate.com, a browser-based game site; Game Informer magazine, a phys- Revenue $9 billion ical and digital video game publication; a digital PC distribution platform available at gamestop. No locations 6,600 com/pcgames; iOS and Android mobile applications; and an online consumer electronics mar- Employees N/A ketplace available at buymytronics.com. Further, it operates Simply Mac, a certified Apple products reseller; Spring Mobile, an authorized AT&T reseller operating AT&T branded wireless retail Headquarters Grapevine, TX stores in the United States; and pre-paid wireless stores under the name Aio Wireless. As of July Founded 1994 30, 2014, the company operated approximately 6,600 stores in 15 countries. It has strategic part- Rating BB+ nerships with Shelfbucks. The company, formerly known as GSC Holdings Corp., was founded in Agency S&P 1994 and is headquartered in Grapevine, Texas.

Yankee Candle

Yankee Candle has become the #1 most-recognized name in the candle business and the country’s best selling candle brand by sharing its customers’ “passion for fragrance” in every product we bring to market.

Today, with over 150 fragrances, the company offers the world’s largest and most compel- ling selection of candle and home fragrance scents. In addition to its renowned House- warmer® line of scented candles, Yankee Candles also provides a wide range of seasonal and specialty scented candles, home fragrance products, car fresheners and candle accessories.

Company FYE The majority of the candles are made by master chandlers (candlemakers) in the company’s Company Yankee Candle website www.fye.com advanced manufacturing facilities in Massachusetts. The company sells its candles and oth- website www.yankeecandle.com Ownership Private er products through a growing nationwide base of over 500 company-owned retail stores. Ownership Public Yankee Candles also has a vibrant and growing catalog and online business, an expanding Parent: Trans World Entertainment Ticker NYSE: JAH (Parent) Ticker North American wholesale customer network (including approximately 19,100 specialty (NASDAQ: TWMC) Revenue $7.4B (Parent) retailers in the U.S.), our Yankee Candle Fund-Raising division, and international distri- Revenue $358 Million (parent) bution. No locations 560 Headquarters Irvine, CA Employees 1,300 Founded 1993 Headquarters South Deerfield, MA Rating NR Founded 1969

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 81 Books-A-Million

Founded in 1917 as a street corner newsstand in Florence, Alabama, Books-A-Million, Inc. has grown to become the premier book retailing chain in the Southeastern United States, and the second largest book retailer in the nation. Based in Birmingham, Alabama, the company currently operates more than 260 stores in 32 states and the District of Columbia. In addition to its primary retail component, the corporation includes a book wholesale and distribution subsidiary, American Wholesale Book Company, an e-commerce division op- Company Books A Million erating as BOOKSAMILLION.COM, and an internet development and services company, website www.booksamillion.com NetCentral, in Nashville, Tennessee. Ownership Public Books-A-Million stores range from 4,000 to 30,000 square feet and provide an expansive Ticker NASDAQ: BAMM selection of books, magazines, bargain books, collectible supplies, toys, technology and gift Revenue $470 Million departments, as well as special category shops within the store. Their “Faithpoint” category, No locations 250 for instance, features the best of references and writings for the Christian market. Some Employees 5,500 Books-A-Million stores also feature the Joe Muggs® Cafè â€” a full line coffee and espresso bar offering a wide selection of gourmet coffees, teas, desserts and brewing supplies. Headquarters Birmingham, AL Founded 1917 Rating NR Agency N/A

Bath & Body Works

Bath & Body Works, LLC, is an American retail store under the L Brands (formerly Limited Brands) umbrella. It specializes in shower gels, lotions, fragrance mists, perfumes, candles, and home fragrances. For the past decade, Bath & Body Works has reinvented the personal care industry with the introduction of fragrant flavorful indulgences, including shower gels, lotions, candles and accessories. It’s focus is on creating and offering the best products, with an emphasis on innovation from nature, Bath & Body Works is destined to become the ultimate personal care destination. Company Bath & Body Works Bath & Body Works was founded in 1990 in New Albany, Ohio. The company’s first store opened website www.bathandbodyworks.com in a Cambridge, Massachusetts mall in September 1990. In 1997, a secondary brand called Bath Ownership Public & Body Works at Home was launched. The division has since been renamed White Barn Candle Ticker NYSE: LB (Parent) Company. Bath & Body Works operates more than 1,600 stores. Revenue $10.7 Billion (parent) The company launched both a seasonal catalog and a website in 2006. In November 2006, Bath No locations 1,665 & Body Works launched its first television commercial advertisement. Net sales as of January Employees N/A 28, 2006, were $2.3 billion, significantly higher than all other L Brands companies other than Victoria’s Secret. Headquarters Columbus, OH Founded 1990 Rating NR

OfferingPage 82 Memorandum | The Lycoming Mall Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Claire’s

Claire’s Stores, Inc is one of the world’s leading specialty retailers of fashionable jewelry and accessories for young women, teens, tweens and kids. The company’s vision is to inspire girls and women around the world to become their best selves by providing products and experiences that empower them to express their own unique individual styles. Its broad and dynamic selection of merchandise is unique, and over 90% of our products are proprietary. Claire’s ® is the primary global brand that we operate in 44 countries through company-owned or franchise stores. Claire’s ® offers a differentiated and fun store experience with a “treasure hunt” setting that encourages our customer to visit often to explore and find merchandise that appeals to her. Icing ® is a brand which the company currently operates in North America through company-owned stores. Icing ® offers an inspiring merchandise assortment of fashionable products that helps a young woman to say something about her- self, whatever the occasion. We believe Icing ® provides us with significant potential to reach young women in age groups beyond our Claire’s ® core demographic. As of May 3, 2014, Claire’s Stores, Inc. operated 3,071 stores in 18 countries throughout North America, Eu- rope, and China. The Company also franchised 426 stores in 29 countries primarily located in the Middle East, Central and Southeast Asia and Central and South America.

Spencer’s

Spencer Gifts LLC, a lifestyle retail company operates two unique, national brands, Spen- cer’s and Spirit Halloween throughout the United States, Canada and online. Spencer’s is the mall destination for entertainment, excitement and fun. For over 60 years the company has been offering unique product for the lifestyle style of the company’s core 18-24 year old guest, always inspired by humor and irreverence. Originally a mail-order catalog in Easton, PA, Spencer’s has been the leader in fun and novel products from the Whoopie Cushion to lava lights. In 1963 Spencer’s expanded its reach and opened its first store in the Cherry Hill Mall in Cherry Hill, New Jersey where they continue to operate. From the outset, Spencer’s Company Bath & Body Works quickly became an oasis within the mall environment offering our guests an entertaining website www.bathandbodyworks.com experience both through its merchandising and product mix. In 2003, under new man- Ownership Public agement, Spencer’s lifted the bar higher and set out to reinvent itself. Remaining true to its Ticker NYSE: LB (Parent) roots, the reinvention process remained focused on Spencer’s strong history and commit- Revenue $10.7 Billion (parent) ment to irreverence, humor and fun. The result of this reinvention set Spencer’s on the path to greatness in a subtle shift from Spencer Gifts to Spencer’s. Today, Spencer’s operates over No locations 1,665 600 stores throughout the United States, Canada and online and is proud to be one of the Employees N/A longest running shows in the mall. Strong operating disciplines combined with our unique Headquarters Columbus, OH merchandising formula underpins our continued growth. Founded 1990 Rating NR

Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Page 85 GNC Company GNC website www.gnc.com GNC Holdings, Inc. operates as a specialty retailer of health and wellness products. The company operates through three segments: Retail, Franchise, and Manufacturing/Wholesale. Its products include vitamins, minerals and herb- Ownership Public al supplements, sports nutrition products, diet products, and other wellness products. The company sells its prod- Ticker NYSE: GNC ucts under GNC proprietary brands, including Mega Men, Ultra Mega, Total Lean, Pro Performance, Pro Perfor- Revenue $2.63 Billion mance AMP, Beyond Raw, GNC Puredge, GNC GenetixHD, and Herbal Plus, as well as under third-party brands. No locations 8,800 It operates a network of approximately 8,900 locations worldwide. The company sells its products through company-owned stores; online through GNC.com, LuckyVitamin.com, drugstore.com, and DiscountSupplements.co.uk; Employees 13,800 domestic and international franchise activities; third-party contract manufacturing; and e-commerce and corporate Headquarters Pittsburgh, PA partnerships. GNC Holdings, Inc. was founded in 1935 and is headquartered in Pittsburgh, Pennsylvania. Founded 1935 Rating BB+ Agency S&P

Vitamin World Company Vitamin World In our fast-paced world, it’s important to remember to take your vitamins. A subsidiary of NBTY, Vitamin World website www.vitaminworld.com owns and operates 420-plus retail stores nationwide. Focused on making more than 1,000 vitamins, herbs, and other Ownership Public nutritional supplements, the company produces supplements in a wide variety of forms, such as capsules, tablets, powders, and liquids. Vitamin World, founded in 1976, packages more than 100 billion bottles of supplements each Ticker NYSE: NBTY (Parent) year. Its products include supplements for immune support, sports nutrition, and weight management. Customers Revenue $3.22B (Parent) also can shop for vitamins online; each month, the company ships more than 100,000 products ordered through the No locations 446 VitaminWorld.com site. Employees Headquarters Bohemia, NY Founded 1960

Foot Locker Company Foot Locker Foot Locker, Inc. (NYSE: FL) is a leading global retailer of athletically inspired shoes and apparel. Headquartered in website www.footlocker.com New York City, the Company operates 3,473 athletic retail stores in 23 countries in North America, Europe, Austra- lia, and New Zealand under the brand names Foot Locker, Kids Foot Locker, Footaction, Lady Foot Locker, SIX:02, Ownership Public Runners Point, Sidestep and Champs Sports. In addition, our franchise partners operate 73 stores in 9 countries, Ticker NYSE: FL bringing the total store count to 3,546 in 30 countries. Revenue $6.50 Billion No locations 3,546 The Company also operates a direct-to-customers business offering athletic footwear, apparel, and equipment through its internet, mobile and catalog channels. In addition to websites for each of the store banners, such as Employees 44,100 footlocker.com, the direct-to-customer business includes Eastbay, a leading destination for the serious athlete. Headquarters New York, NY Founded 1974 Rating BB+

Offering Memorandum | The Lycoming Mall Page 86 Offering Memorandum | Lycoming Mall Offering Memorandum | Lycoming Mall Company GNC AT&T website www.gnc.com AT&T Inc. (AT&T), incorporated on October 5, 1983, is a holding company. The Company is a provider of telecommunications services in the United States and world- Ownership Public wide. The services and products offered by the Company include wireless communications, local exchange services, long-distance services, data/broadband and Internet Ticker NYSE: GNC services, video services, telecommunications equipment, managed networking, wholesale services and directory advertising and publishing. AT&T operates in three Revenue $2.63 Billion segments such as Wireless, Wireline, and Other. The Company’s Wireless subsidiaries provide both wireless voice and data communications services across the United States, and through roaming agreements, in a substantial number of foreign countries. Wireline subsidiaries provide primarily landline voice and data communication No locations 8,800 services, AT&T U-verse high-speed broadband and voice services (U-verse) and managed networking to business customers. AT&T’s other segment includes customer Employees 13,800 information services (operator services) and corporate and other operations. As of December 31, 2012, AT&T’s wireline subsidiaries served approximately 12 million Headquarters Pittsburgh, PA retail consumer access lines, 10 million retail business access lines and 2 million wholesale access lines. Founded 1935 Rating BB+ Agency S&P

Pearle Vision Company Vitamin World website www.vitaminworld.com Established by Dr. Stanley Pearle in 1961, Pearle Vision is owned by the world’s biggest eyewear producer Italy’s Luxottica Group. Ownership Public Pearle Vision is one of several gems in the collection of eyewear stores held by Luxottica Retail, which also operates the larger LensCrafters and Sunglass Hut chains. Ticker NYSE: NBTY (Parent) Pearle Vision’s retail outlets offer eye exams, glasses, sunglasses, contact lenses, and optical accessories. Its 765 locations (down from 880 in 2007) are mostly located in Revenue $3.22B (Parent) strip malls in the US, Canada, Puerto Rico, and the Caribbean are split between company-owned stores and franchises owned by doctors, opticians, and investors. (An No locations 446 unrelated company, Pearle Europe, uses the brand in other countries.) Employees Founded in 1961 by Leonardo Del Vecchio, with net sales of more than Euro 7.3 billion in 2013, over 73,000 employees and a strong global presence, Luxottica is a leader Headquarters Bohemia, NY in the design, manufacture, distribution and sales of premium, luxury and sports eyewear. Founded 1960

Regis Company Foot Locker website www.footlocker.com Regis Corporation owns, operates, and franchises hairstyling and hair care salons for men, women, and children in the United States, the United Kingdom, Canada, and Puerto Rico. The company operates in three segments: North American Value, North American Premium, and International. Its salons offer haircutting and styling, Ownership Public including shampooing and conditioning; custom styling, cutting, and hair coloring; and other services, as well as provides professional hair care products. The company Ticker NYSE: FL operates salons primarily under the SmartStyle, Supercuts, MasterCuts, Regis Salons, Cost Cutters, Hair masters, First Choice Haircutters, Magicuts, and Sassoon trade Revenue $6.50 Billion names in enclosed mall shopping centers, strip shopping centers, Walmart Supercenters, department stores, mass merchants, and high-street locations. As of June 30, No locations 3,546 2014, the company owned, franchised, or held ownership interests in 9,674 locations worldwide. Regis Corporation, through its 54.5% interest in Empire Education Group, Inc., operates cosmetology schools primarily under the brand names of Empire Beauty School and the Hair Design School. It owns and operates 110 cosmetology Employees 44,100 schools in the United States. Regis Corporation was founded in 1954 and is headquartered in Edina, Minnesota. Headquarters New York, NY Founded 1974 Rating BB+

Offering Memorandum | Lycoming Mall Offering OfferingMemorandum Memorandum | Lycoming | LycomingMall Mall Page 87 Page 88 Offering Memorandum | Lycoming Mall KYLE MATTHEWS GREGG BROUJOS Chairman & CEO Managing Director + 1 310 919 5757 + 1 412 321 4200 x 206 [email protected] [email protected]

PATRICK TOOMEY JUSTIN KLINE Managing Partner Associate + 1 310 919 5765 + 1 412 321 4200 x203 [email protected] [email protected]

Matthews Retail Advisors Colliers International Two Gateway Center 841 Apollo St., Ste 150 603 Stanwix St., Suite 125 El Segundo, CA 90245 Pittsburgh, PA 15222

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BRIAN KREBS Barrington Capital + 1818 606-9476 [email protected]

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