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O F F E R I N G M E M O R A N D U M1 6 0 1 - 1 6 0 7 S P H E L P S AV E | L I T T L E F I E L D, T X

PROSPERITY PLAZA

KYLE MATTHEWSBROKER OF RECORDLIC # 9005919 (TX)

Michael MorenoSenior Associatemichael .moreno@matthews.comDIR 949.432.4511MOB 818.522.4497LIC # 01982943 (CA)

BROKER OF RECORD

LISTED BY

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EXECUTIVE SUMMARY

FINANCIAL OVERVIEW

AREA OVERVIEW

TENANT OVERVIEWS

CONTENTS

0 6 LEASE ABSTRACTS

Rahul ChhajedSenior Associaterahul .chhajed@matthews.com DIR 949.432.4513MOB 818.434.1106LIC # 01986299 (CA)

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E X E C U T I V EO V E R V I E W

I N V E S T M E N T H I G H L I G H T S

• Four Tenant Strip built in 2006 that features an attractive national tenant lineup

• One of the Four spaces will be mastered leased by owners on a 2-Year NNN lease with 2% annual increases

• Strong NNN leases that provide a very passive ownership structure – great for out-of-state investors

• Prosperity Bank – Regional bank branch with 248 locations in Texas and Central Oklahoma

• Snap Fitness – Global fitness operator with 1,500 locations – Operates in 48 states

• Continental Credit – National company that specializes in credit health

• Master Lease - Landlord is guaranteeing rent to new owner on 1,500 SF vacancy for 2 years at $10.00/SF

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F I N A N C I A LO V E R V I E W

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RENT ROLL

SF Rent/SF % of GLA Rent/Year Rent/Month Expenses Lease Expiration Options Increases

Prosperity Bank 3,300 SF $15.00 35% $49,500.00 $4,125.00 NNN 6/30/2022 One, 5-Year Option 5% in Option

Snap Fitness 3,000 SF $11.00 32% $33,000.00 $2,750.00 NNN month/month month/month None

Continental Credit 1,500 SF $10.00 16% $15,000.00 $1,250.00 NNN 7/31/2018 None .50 Cent/Year

Vacant - Master Lease 1,500 SF $10.00 16% $15,000.00 $1,250.00 NNN 2 Years after COE None 2.0% Annual

Total 9,300 SF $112,500.00

EXECUTIVE SUMMARY

Property Name Prosperity Plaza

Property Address 1601-1607 S Phelps AveLittlefield, TX 79339

GLA ± 9,300 SF

Year Built 2006

Parking ± 50 Surface Spaces

Lease Type NN

Type of Ownership Fee Simple

Roof and Structure Responsible Landlord Responsible

FINANCIAL HIGHLIGHTS

LIST PRICE

$1,285,714

CAP RATE

8.75%

Tenant: Snap Fitness Properties, LLC

Tenant Address: 2411 Galpin Court. Suite 110, Chanhassen, MN 55317

Date of Lease: June 6, 2011

Lease Commencement: June 6, 2011

Lease Expiration: Month/month

Lease Term: Month/month

Lease Type: NNN

Square Footage ± 3,000 SF

Annual Rent: $33,000

Rental Increases: None

Renewal Options: Month/month

Real Estate Taxes: Tenant

Insurance: Tenant

Repairs and Maintenance:

Tenant responsible for CAM

Landlord responsible for roof/structure/parking lot work & HVAC repairs/

replacements in excess of $500/year

Sales: None

Tenant: Maverick Finance of Texas, L.P. (Continental Credit)

Tenant Address: P.O. Box 811 Spartanburg, SC 29304

Date of Lease: June 1, 2013

Lease Commencement: August 1, 2013

Lease Expiration: July 31, 2018

Lease Term: 5 Years

Lease Type: NNN

Square Footage ± 1,500 SF

Annual Rent: $15,000

Rental Increases: $0.50/SF Increase per Year

Renewal Options: None

Real Estate Taxes: Tenant

Insurance: Tenant

Repairs and Maintenance:

Tenant responsible for CAM

Landlord responsible for roof/structure/parking lot work & HVAC repairs/

replacements in excess of $750/year

Sales: None

L E A S E A B S T R A C T S

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Tenant: American State Bank

Tenant Address: 1401 Ave. Q. Lubbock, TX 79401

Date of Lease: April 24, 2006

Lease Commencement: September 1, 2006

Lease Expiration: June 30, 2022

Lease Term: 5 Years

Lease Type: NNN

Square Footage ± 3,300 SF

Annual Rent: $49,500

Rental Increases: 5% in Option

Renewal Options: One, 5-Year Option

Real Estate Taxes: Tenant

Insurance: Tenant

Repairs and Maintenance:

Tenant responsible for CAM

Landlord responsible for roof/structure/parking lot work & HVAC repairs/

replacements in excess of $500/year

Sales: None

Tenant: Seller

Tenant Address:

Date of Lease: Close of Escrow

Lease Commencement: Close of Escrow

Lease Expiration: 2 Years after the COE

Lease Term: 2 Years

Lease Type: NNN

Square Footage ± 1,500 SF

Annual Rent: $15,000

Rental Increases: None

Renewal Options: Tenant

Real Estate Taxes: Tenant

Insurance: Tenant

Repairs and Maintenance:

Tenant responsible for CAM

Landlord responsible for roof/structure/parking lot work & HVAC repairs/

replacements in excess of $500/year

Sales: None

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T E N A N TO V E R V I E W S

Prosperity Bancshares Inc. is a Houston, Texas based regional financial holding company, formed in 1983. Operating under a community banking philosophy and seeking to develop broad customer relationships based on service and convenience, Prosperity offers a variety of traditional loan and deposit products to its customers, which consist primarily of small and medium-sized businesses and consumers. In addition to established banking products, Prosperity offers a complete line of services including: Internet Banking services, Retail Brokerage Services, Credit Cards, MasterMoney Debit Cards, 24-hour voice response banking, Trust and Wealth Management, Mortgage Services, Cash Management, and Mobile Banking. Prosperity currently operates 243 full-service banking locations: 65 in the Houston area, including The Woodlands; 29 in the South Texas area including Corpus Christi and Victoria; 34 in the Dallas/Fort Worth area; 22 in the East Texas area; 29 in the Central Texas area including Austin and San Antonio; 34 in the West Texas area including Lubbock, Midland-Odessa, and Abilene; 16 in the Bryan/College Station area, 6 in the Central Oklahoma area and 8 in the Tulsa, Oklahoma area.

PROSPERITY BANK

Tenant Name Prosperity Bank

Parent Company Trade Name Prosperity Bancshares Inc.

Ownership Public

Revenue $22.143 Billion

No. of Locations ± 243

Headquartered Houston, Texas

Website www.prosperitybankusa.com

Year Founded 1983

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Snap Fitness is a privately owned and operated health and fitness club founded in 2003 by Peter Taunton. Headquartered in Chanhassen, Minnesota, the company specializes in smaller fitness gyms than its big-box competitors, such as Bally Total Fitness, with a “no frills” business model that does not include pools, tennis courts, or locker rooms. Snap Fitness offers members no contracts, high-quality workout equipment, and 24/7 access to all it’s clubs worldwide. Snap Fitness operates through franchising. The chain operates in 48 of the United States, plus Canada, Mexico, India, United Kingdom, New Zealand, and Australia.

SNAP FITNESS

Tenant Name Snap Fitness Properties, LLC

Ownership Private

No. of Locations ± 2,000

Headquartered Chanhassen, Minnesota

Website www.snapfitness.com

Year Founded 2003

Continental Credit started with a grassroots approach to helping the 80% of Americans with credit inaccuracies. Focusing on details and offering comprehensive options to clients has allowed Continental Credit to become best known for creative and customized credit solutions. Continental Credit is dedicated to providing consumers with personalized credit care to fit their individual situation.

CONTINENTAL CREDIT

Tenant Name Continental Credit

Headquartered Westminister, CO

Website www.continentalcredit.com

Year Founded 2411 Galpin Court. Suite 110,

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s u r r o u n d i n g t e n a n t s

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ECONOMY 5-MILE DEMOGRAPHICS

Littlefield has a rapidly growing economy that provides a solid platform for business and proudly boasts of a balanced diversification with new and long-standing private businesses, farming and industry. The economy of Littlefield is diverse but traditionally depends on cotton. American Cotton Growers Denim Textile Plant of Littlefield is the largest employer in Littlefield and Lamb County.

Littlefield is home to the corporate headquarters of Lowe’s Pay and Save, one of the largest growing grocery store chains in the southwest. American Cotton Growers (ACG) Denim Textile Plant of Littlefield is the largest employer in Littlefield and Lamb County. Littlefield also has a biodiesel plant called Texas Green.

A R E AO V E R V I E W

Littlefield is a vibrant community nestled in the farmland of West Texas and just 15 minutes northwest of Lubbock. A contemporary small town in West Texas that prides itself on a rich historical heritage, tree-lined streets, surrounded by expanses of farmland.

Littlefield continues to be rich in life and culture. The healthy economic climate, low crime rate, productive workforce, cultural diversity, and community make Littlefield a great place for residents and visitors alike. No matter what your goal may be - finding a new career, raising a family, discovering a new way of life or simply enjoying nature’s pleasures, Littlefield offers outstanding opportunities.

LITTLEFIELD, TX

POPULATION INCOMEHOUSEHOLDS

6,495 $59,9152,446

This Offer ing Memorandum contains select informat ion pertaining to the business and af fa i rs of Prosperity Plaza located at 1601-1607 S Phelps Ave, Littlefield, TX 79339 (“Property”) . I t has been prepared by Matthews Real Estate Investment Services. 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 Real Estate Investment Services. 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 ormanner detr imental to the interest of the Sel ler.

Owner and Matthews Real Estate Investment Services 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 Real Estate Investment Services 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.

C O N F I D E N T I A L I T Y & D I S C L A I M E R S TAT E M E N T

EXCLUSIVELY LISTED BY™

KYLE MATTHEWSBROKER OF RECORDLIC # 9005919 (TX)

Michael MorenoSenior Associatemichael .moreno@matthews.comDIR 949.432.4511MOB 818.522.4497LIC # 01982943 (CA)

BROKER OF RECORD

O F F E R I N G M E M O R A N D U M

PROSPERITY PLAZA

1 6 0 1 - 1 6 0 7 S P H E L P S AV E | L I T T L E F I E L D, T X

Rahul ChhajedSenior Associaterahul .chhajed@matthews.com DIR 949.432.4513MOB 818.434.1106LIC # 01986299 (CA)

11-2-2015

Information About Brokerage ServicesTexas law requires all real estate license holders to give the following informaƟon about

brokerage services to prospecƟve buyers, tenants, sellers and landlords.

TYPES OF REAL ESTATE LICENSE HOLDERS: .• A BROKER is responsible for all brokerage acƟviƟes, including acts performed by sales agents sponsored by the broker. • A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker.

A BROKER’S MINIMUM DUTIES REQUIRED BY LAW (A client is the person or party that the broker represents): • Put the interests of the client above all others, including the broker’s own interests; • Inform the client of any material informaƟon about the property or transacƟon received by the broker;• Answer the client’s quesƟons and present any offer to or counter-offer from the client; and • Treat all parƟes to a real estate transacƟon honestly and fairly.

A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION:

AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner, usually in a wriƩen lisƟng to sell or property management agreement. An owner's agent must perform the broker’s minimum duƟes above and must inform the owner of any material informaƟon about the property or transacƟon known by the agent, including informaƟon disclosed to the agent or subagent by the buyer or buyer’s agent.

AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer, usually through a wriƩen representaƟon agreement. A buyer's agent must perform the broker’s minimum duƟes above and must inform the buyer of any material informaƟon about the property or transacƟon known by the agent, including informaƟon disclosed to the agent by the seller or seller’s agent.

AS AGENT FOR BOTH - INTERMEDIARY: To act as an intermediary between the parƟes the broker must first obtain the wriƩen agreement of each party to the transacƟon. The wriƩen agreement must state who will pay the broker and, in conspicuous bold or underlined print, set forth the broker's obligaƟons as an intermediary. A broker who acts as an intermediary:

• Must treat all parƟes to the transacƟon imparƟally and fairly; • May, with the parƟes' wriƩen consent, appoint a different license holder associated with the broker to each party (owner and

buyer) to communicate with, provide opinions and advice to, and carry out the instrucƟons of each party to the transacƟon. • Must not, unless specifically authorized in wriƟng to do so by the party, disclose:

ᴑ that the owner will accept a price less than the wriƩen asking price; ᴑ that the buyer/tenant will pay a price greater than the price submiƩed in a wriƩen offer; andᴑ any confidenƟal informaƟon or any other informaƟon that a party specifically instructs the broker in wriƟng not to

disclose, unless required to do so by law.

AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transacƟon without an agreement to represent the buyer. A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first.

TO AVOID DISPUTES, ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: • The broker’s duƟes and responsibiliƟes to you, and your obligaƟons under the representaƟon agreement. • Who will pay the broker for services provided to you, when payment will be made and how the payment will be calculated.

LICENSE HOLDER CONTACT INFORMATION: This noƟce is being provided for informaƟon purposes. It does not create an obligaƟon for you to use the broker’s services. Please acknowledge receipt of this noƟce below and retain a copy for your records.

Licensed Broker /Broker Firm Name or Primary Assumed Business Name

License No. Email Phone

Designated Broker of Firm License No. Email Phone

Licensed Supervisor of Sales Agent/Associate

License No. Email Phone

Sales Agent/Associate’s Name License No. Email Phone

Regulated by the Texas Real Estate Commission

Buyer/Tenant/Seller/Landlord Initials

InformaƟon available at www.trec.texas.gov IABS 1-0

Date

Kyle Matthews/Matthews Retail Group Inc. 678067 kyle.matthews@matthews.com (310) 919-5757

Kyle Matthews 678067 kyle.matthews@matthews.com (310) 919-5757