Offering Memorandum

™

Offering Memorandum

4625 E. 96TH ST, INDIANAPOLIS, IN 46240CHIPOTLE GROUND LEASE

OFFERING MEMORANDUM

CONFIDENTIALITY & DISCLAIMER STATEMENT

This Offer ing Memorandum contains select informat ion pertaining to the business and af fa i rs of Chipotle located at 4625 E. 96th St, Indianapolis, IN 46240(“Property” ) . I t has been prepared by Matthews Retai l Advisors. This Offer ing Memorandum may not be al l - inclusive or contain a l l of the informat ion a prospect ive purchaser may desire. The informat ion contained in th is Offer ing Memorandum is conf ident ia l and furnished solely for the purpose of a review by a prospect ive purchaser of the Property. I t is not to be used for any other purpose or made avai lable to any other person without the wri t ten consent of Sel ler or Matthews Retai l Advisors . The mater ia l is based in part upon informat ion suppl ied by the Sel ler and in part upon f inancial informat ion obtained from sources i t deems rel iable. Owner, nor their of f icers , employees, or agents makes any representat ion or warranty, express or impl ied, as to the accuracy or completeness of th is Offer ing Memorandum or any of i ts contents and no legal l iabi l i ty is assumed or shal l be impl ied with respect thereto. Prospect ive purchasers should make their own project ions and form their own conclusions without rel iance upon the mater ia l contained herein and conduct their own due di l igence.

By acknowledging your receipt of th is Offer ing Memorandum for the Property, you agree:

1 . The Offer ing Memorandum and i ts contents are conf ident ia l ;

2 . You wi l l hold i t and treat i t in the str ictest of conf idence; and

3. You wi l l not , d i rect ly or indirect ly, d isclose or permit anyone else to disclose this Offer ing Memorandum or i ts contents in any fashion or manner detr imental to the interest of the Sel ler.

Owner and Matthews Retai l Advisors expressly reserve the r ight , at their sole discret ion, to reject any and al l expressions of interest or of fers to purchase the Property and to terminate discussions with any person or ent i ty reviewing this Offer ing Memorandum or making an of fer to purchase the Property unless and unt i l a wr i t ten agreement for the purchase and sale of the Property has been ful ly executed and del ivered.

I f you wish not to pursue negot iat ions leading to the acquis i t ion of the Property or in the future you discont inue such negot iat ions, then you agree to purge al l mater ia ls relat ing to th is Property including this Offer ing Memorandum.

A prospect ive purchaser ’s sole and exclusive r ights with respect to th is prospect ive t ransact ion, the Property, or informat ion provided herein or in connect ion with the sale of the Property shal l be l imited to those expressly provided in an executed Purchase Agreement and shal l be subject to the terms thereof. In no event shal l a prospect ive purchaser have any other c la ims against Sel ler or Matthews Retai l Advisors or any of their af f i l iates or any of their respect ive of f icers , Directors , shareholders, owners, employees, or agents for any damages, l iabi l i ty, or causes of act ion relat ing to th is sol ic i tat ion process or the market ing or sale of the Property.

This Offer ing Memorandum shal l not be deemed to represent the state of af fa i rs of the Property or const i tute an indicat ion that there has been no change in the state of af fa i rs of the Property s ince the date this Offer ing Memorandum.

TABLE OF CONTENTS04. Investment Highl ights

05. Execut ive Summary

07. Property Overv iew

11 . Tenant Overv iew

12. Area Overv iew

14. Demographics

4625 E. 96TH ST | INDIANAPOLIS, IN 46240

CHIPOTLE

™

Brianna BurgessAssociate

License No. 01980639O 310.919.5825M 858.603.0532brianna.burgess@matthews.com

Calvin ShortVP & Senior Director - STNL

License No. 01927216O 310.919.5770M 310.567.3525calvin.short@matthews.com

Chris HakeBroker of Record License No. RB14047804

EXECUTIVE SUMMARY

Investment Highlights

Absolute NNN Ground Lease

• Lease features a corporate guarantee from Chipotle Mexican Grill, Inc.

• Building reverts back to landlord upon expiration or early termination of lease

• Absolute NNN lease with zero landlord responsibility

• The tenant recently extended their first option period showing their commitment to the location

• The lease calls for 7.50% rental increases at the beginning of each option period

• There are five (5), five (5) year option periods remaining

Highly Sought After Tenant

• Chipotle is a market leader in the fast casual restaurant industry with a market cap of $12.21B

• This is a rare opportunity to invest in a freestanding Chipotle asset with outdoor patio space, as most of their locations are in-line or end-cap sites

• Rent at this location is about 40% below Chipotle’s national average rent per unit further ensuring the long term security of the asset

Located in Dense Retail Corridor with Affluent Demographics

• Over 165,000 residents within a 5-mile radius

• Estimated average household income in a 5-mile radius is over $91,000

• Indianapolis is the state capital of Indiana and the twelfth largest city in the country

• Located on a major thoroughfare, East 96th Street experiences heavy traffic with over 34,000 vehicles passing per day

• Ideally positioned near the I-465 - a major mode of transportation throughout Indianapolis

Matthews Retail Advisors | 5

Executive SummaryCHIPOTLE GROUND LEASE4625 E. 96th StIndianapolis, IN 46240

List Price ........................................................................................... $1,358,000 CAP Rate - Current ................................................................................... 5.75%Gross Leasable Area ................................................................................ 2,772 Lot Size ................................................................................0.15 AC (6,708 SF)Year Built ...................................................................................................... 2004

Annualized Operating DataMonthly Rent Annual Rent Increases CAP Rate

Current - April 30, 2019 $6,507.42 $78,089.08 7.50% 4.75%

Option 2 - April 30, 2024 $6,995.48 $83,945.76 7.50% 5.11%

Option 3 - April 30, 2024 $7,520.14 $90,241.69 7.50% 5.49%

Option 4 - April 30, 2024 $8,084.15 $97,009.82 7.50% 5.90%

Option 5- April 30, 2024 $8,690.46 $104,285.56 7.50% 6.34%

Option 6 - April 30, 2024 $9,342.25 $112,106.97 7.50% 6.82%

Tenant Summary

Tenant Trade Name Chipotle

Type of Ownership Ground Lease

Lease Guarantor Chipotle Mexican Grill, Inc.

Lease Type NNN

Roof and Structure Tenant Responsible

Original Lease Term 10 Years

Lease Commencement Date April 15, 2004

Rent Commencement Date April 15, 2004

Lease Expiration Date April 30, 2019

Term Remaining on Lease ±3 Years

Increases 7.50% Rental Increases Every 5 Years

Options Five (5), Five (5) Year Options

6 | Chipotle

PROPERTY OVERVIEW

Matthews Retail Advisors | 7 Matthews Retail Advisors | 7

Physical Description

Property Name Chipotle

Property Address4625 E. 96th St

Indianapolis, IN 46240

Assessor’s Parcel Number 49-02-17-115-008.000-800

Site Description

Number of Stories One

Year Built 2004

Gross Leasable Area (GLA) 2,772 SF

Lot Size 0.15 AC (6,708 SF)

Type of Ownership Fee Simple

Parking 40 Surface Spaces

Parking Ratio 5.96 : 1,000 SF

Landscaping Professional

Topography Generally Level

8 | Chipotle

Regional Map

Matthews Retail Advisors | 9 9 | Chipotle

Tenant Map

TENANT OVERVIEW

Tenant Overview

11 | Chipotle

Tenant Chipotle

Company Name Chipotle Mexican Grill, Inc.

Ownership Public

Revenue $4.5 B

Net Income $475.60 M

Stock Symbol CMG

Board NYSE

No. of Locations ± 2,000

No. of Employees ± 59,330

Headquartered Denver, CO

Web Site www.chipotle.com

Year Founded 1993

Chipotle Mexican Grill owns and operates more than 2,000 quick-casual eateries popular for their burritos and other Mexican food items. Customers can build a 1-1/4 pound burrito from a lineup that includes chicken, steak, barbecue or free-range pork, as well as beans, rice, guacamole, and various other veggies and salsas. The company claims that with extras, its menu offers more than 65,000 choices. Chipotle restaurants also serve soft tacos, crispy tacos, chips and salsa, beer, and margaritas.

As of December 31, 2015, the company operated 1,971 Chipotle restaurants in the United States; 11 in Canada; 7 in England; 4 in France; and 1 in Germany. It also operated 13 ShopHouse Southeast Asian Kitchen restaurants serving fast-casual and Asian-inspired cuisine, as well as owned and operated 3 Pizzeria Locale restaurants that are fast casual pizza concept restaurants. The company was founded in 1993 and is based in Denver, Colorado.

12 | Chipotle

AREA OVERVIEW Indianapolis, IN

Indianapolis: Top Employers

Indianapolis is the capital of the U.S. state of Indiana and the seat of Marion County. It is located in the East North Central region of the Midwest, near the confluence of the White River and Fall Creek. The city covers 372 square miles and had an estimated population of 853,173 in 2015, making it the largest city in Indiana, second largest in the Midwest. Indianapolis hosts many notable events annually, including the largest single-day sporting event in the world, the Indianapolis 500 automobile race.

Economy Indianapolis has a diversified economy with major contributions from education, health care and finance. Tourism is also a vital part of the economy as the city plays host to numerous conventions and sporting events. Indianapolis’ role in the sports arena has magnified. Each major sporting event pumps tens of millions of dollars into the economy and leads to expanded business opportunities, more jobs, and increasing tax payments to the city. Contributing to an annual gross domestic product (GDP) of $125.9 billion, the Indianapolis metropolitan area is the 26th largest economy in the U.S. and 42nd largest in the world. As of 2015, three Fortune 500 companies were based in the city, including Anthem Inc., Eli Lilly and Company, and Calumet Specialty Products Partners. The city is also the central hub of Indiana’s 4,700-mile railroad infrastructure, the ninth most extensive rail mileage in the U.S. This distinction has allowed the city to become an international logistics center, home to 1,500 distribution firms, employing 100,000 workers.

# Employer6 Methodist Hospital

7 St. Francis Hospital & Health Center

8 St. Francis Healthcare Foundation

9 Rolls-Royce Corporation

10 Roche Diagnostics Corporation

# Employer1 Eli Lilly and Company

2 Indiana University

3 St Vincent Hospital and Health

4 Clarian Health Partners Inc.

5 Indiana University School of Medicine

TourismTourism and hospitality is an increasingly vital sector to the Indianapolis economy. A Rockport Analytics study found that 27.4 million visitors generated a record $4.5 billion in 2015. Indianapolis has long been a sport tourism destination, but has more recently relied on conventions. The Indiana Convention Center is connected to 12 hotels and 4,700 hotel rooms, the most of any U.S. convention center. Beyond the conventions, there are many other reasons for visitors to visit Indianapolis. The city is home to dozens of annual festivals and events showcasing and celebrating Indianapolis culture. Notable events include the “Month of May” (a series of celebrations leading to the Indianapolis 500), Circle City IN Pride, Indiana Black Expo, Indiana State Fair, and Historic Irvington Halloween Festival.

Indianapolis has a wide variety of museums and galleries which appeal to art lovers, car enthusiasts, sports fans, history buffs and people interested in science and technology. Some of the top rated attractions in Indianapolis include the White River State Park, the NCAA Hall of Champions, the Soldiers’ and Sailors’ Monument, and the Indiana State Museum.

From the legendary Indianapolis 500 to the Pacers and the Colts, the city offers ample opportunities to view professional and amateur sporting events, take part in athletic events and visit sports museums. At the Indianapolis Motor Speedway and Hall Of Fame Museum you can tour the famous track or visit the museum dedicated to automobiles and auto racing. Other sporty museums include the NCAA Hall of Champions. To get in on some of the action, visitors can head to SportZone which features six acres of indoor athletic facilities the whole family will enjoy.

13 | Chipotle

14 | Chipotle

Demographics

Population 1-Mile 3-Mile 5-Mile

2021 Projection 4,829 58,726 169,494

2016 Estimate 4,562 56,909 163,869

2010 Census 4,214 54,658 156,301

2000 Census 2,976 52,014 148,100

Growth 2016 - 2021 5.86% 3.19% 3.43%

Growth 2010 - 2016 8.25% 4.12% 4.84%

Growth 2000-2010 41.63% 5.08% 5.54%

Households 1-Mile 3-Mile 5-Mile

2021 Projection 2,345 27,316 75,728

2016 Estimate 2,253 26,410 72,850

2010 Census 2,152 25,278 68,796

2000 Census 1,561 23,604 63,050

Growth 2016 - 2021 4.08% 3.43% 3.95%

Growth 2010 - 2016 4.70% 4.48% 5.89%

Growth 2000-2010 37.90% 7.09% 9.11%

Income 1-Mile 3-Mile 5-Mile

Income < $15,000 10.32% 9.12% 8.35%

Income $15,000 - $24,999 9.62% 8.21% 7.96%

Income $25,000 - $34,999 11.89% 10.53% 9.67%

Income $35,000 - $49,999 18.33% 13.52% 12.57%

Income $50,000 - $74,999 18.78% 18.14% 17.22%

Income $75,000 - $99,999 11.17% 12.67% 13.16%

Income $100,000 - $124,999 6.00% 7.83% 9.06%

Income $125,000 - $149,999 4.07% 5.94% 6.66%

Income $150,000 - $199,999 4.02% 6.30% 6.80%

Income $200,000 - $249,999 1.94% 2.96% 2.99%

Income $250,000 - $499,999 2.89% 3.61% 4.07%

Income $500,000+ 0.98% 1.17% 1.50%

2016 Est. Average Household Income $73,808 $86,109 $91,784

2016 Est. Median Household Income $49,868 $61,875 $66,632

™

Brianna BurgessAssociate

License No. 01980639O 310.919.5825M 858.603.0532brianna.burgess@matthews.com

Calvin ShortVP & Senior Director - STNL

License No. 01927216O 310.919.5770M 310.567.3525calvin.short@matthews.com

Chris HakeBroker of Record License No. RB14047804