OFFERING MEMORANDUM Long Term Office & Warehouse Sale Leaseback OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 1

OFFERING MEMORANDUM Long Term Office & Warehouse Sale Leaseback OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 1

TABLE OF CONTENTS TRANSACTION OVERVIEW PAGE 4 COMPANY OVERVIEW PAGE 5 SAMPLE PUBLICATIONS PAGE 6 WARRANT BUFFETT INVESTMENT IN LOCAL PAPERS PAGE 7 PROPERTY MAPS & PHOTOS PAGES 8-23 OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 2

Civitas Portfolio Multiple Locations This Offering Memorandum ( Memorandum ) is intended solely for the use of prospective investors in determining whether or not to pursue the possible acquisition of certain properties (the Properties ) located at various locations throughout Illinois, Ohio, Missouri, North Carolina, South Carolina and Pennsylvania, from Civitas Media, LLC or its affiliates (collectively, the Organization ). This Memorandum is of a proprietary and confidential nature. Prospective investors and/or their advisors are expressly forbidden from sharing this information with any individuals or organizations that are not directly connected with the analysis of this investment opportunity. STREAM Capital Partners, LLC ( SCP ) has been retained as the exclusive advisor for this investment opportunity. Any and all inquiries are to be directed to SCP. By accepting this Memorandum, the recipient agrees that it will cause its directors, officers, employees and representatives to use the Memorandum and all of the information contained therein only to evaluate this specific investment opportunity and for no other purpose and shall return this Memorandum together with any copies to SCP upon request. This Memorandum contains confidential material which is non-public information. Receipt of this Memorandum constitutes your acknowledgment that you will maintain the information contained herein in strict confidence. All information contained herein has been provided by the Organization, its affiliates or other sources that SCP deems reliable; however, SCP has not independently verified any of the information, including the financial estimates and projections and selected real estate information, contained herein. This Memorandum includes information about the Organization, including selected financial information, estimates and projections that reflect various assumptions concerning anticipated results, which may or may not prove to be correct and selected real estate information which may or may not prove to be correct. Such projections and estimates may or may not be indicative of future performance, which may be significantly more or less favorable than that as reflected herein. In furnishing this Memorandum, none of the Organization, its affiliates or SCP undertakes any obligation to provide additional information or to correct or update any of the information set forth in the Memorandum. None of the Organization, its affiliates or SCP makes any representation or warranty, expressed or implied, as to the accuracy or completeness of the information contained herein in this Memorandum, or made available in connection with any further investigation of the Organization, and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. The recipient should rely solely on the representations and warranties made to it by the Organization or its affiliates in any executed definitive agreement. Under no circumstances should the Organization, its affiliates or any of their management, directors, shareholders, lenders, employees, customers or vendors be contacted directly. OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 3

Transaction Summary Lease Type: Absolute Triple Net Cap Rate: 8.00% Initial Term: 15 Years Rent Increases: Renewal Options: Termination Options: 2.00% annual rent increases Four (4), five (5) year options None Property Address 3515 Elida Rd., Lima, OH 4500 Lyons Road, Miamisburg, OH 90 E Market St, Wilkes Barre, PA 2175 Roberts Ave., Lumberton, NC 700 S. Massachusetts, Sedalia, MO 235 W. State St, Jacksonville, IL 1716 E. Main Street, Newberry, SC 319 N. Renfro Street, Mount Airy, NC Building Year Building Office Year 1 Rent Year 1 Rent Cap Rate Value Function Built Square Feet (%) ($/SF) ($) (%) ($) Office / Printing / Warehouse Office / Printing / Warehouse Office / Printing / Warehouse Office / Printing / Warehouse Office / Printing / Warehouse Office / Printing / Warehouse Office / Printing / Warehouse Office / Printing / Warehouse 1995 52,850 43% $5.25 $277,463 8.00% $3,468,281 1994 42,915 23% $4.75 $203,846 8.00% $2,548,078 1970's 51,768 24% $4.50 $232,956 8.00% $2,911,950 1973 40,350 30% $3.75 $151,313 8.00% $1,891,406 1967 31,700 27% $3.75 $118,875 8.00% $1,485,938 1967 28,250 27% $3.75 $105,938 8.00% $1,324,219 1980 16,200 7% $3.50 $56,700 8.00% $708,750 1969 19,983 46% $3.75 $53,711 8.00% $671,391 OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 4

Company Overview Civitas Media, LLC (www.civitasmedia.com), a portfolio company of Versa Capital Management, LLC (www.versa.com), is a dynamic, multi-channel, local information company with strong roots in traditional community newspaper publishing. Civitas is exclusively focused on being the premier local information conduit of community news, information and relevant entertainment presented on a variety of platforms including print, digital media, video and other evolving technologies in both content and advertising. Civitas Media employs more than 1,200 dedicated, creative and innovative associates across 12 states including North Carolina, South Carolina, Ohio, Illinois, Missouri, Oklahoma, Virginia, West Virginia, Pennsylvania, Georgia, Kentucky and Tennessee. Civitas publishes more than 100 publications for a combined weekly distribution of more than 1.6 million copies. Civitas achieved revenue of $107.4 million and EBITDA of $17.6 million for year-end 2014. maintains a very strong balance sheet with less than $30 million of total debt. Civitas 100% of proceeds from the sale leaseback will be used to pay down debt OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 5

Sample Publications OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 6

Warren Buffett Recent Local Newspaper Acquisitions In 2013 and through 2014 Berkshire Hathaway acquired 31 daily newspapers for over $350 million.with what everyone says about the death of print media, many might wonder why he would take these on. [In his annual Letter to Shareholders], Buffet says: "Newspapers continue to reign supreme, however, in the delivery of local news. If you want to know what s going on in your town whether the news is about the mayor or taxes or high school football there is no substitute for a local newspaper that is doing its job. A reader s eyes may glaze over after they take in a couple of paragraphs about Canadian tariffs or political developments in Pakistan; a story about the reader himself or his neighbors will be read to the end. Wherever there is a pervasive sense of community, a paper that serves the special informational needs of that community will remain indispensable to a significant portion of its residents....charlie and I believe that papers delivering comprehensive and reliable information to tightly-bound communities and having a sensible Internet strategy will remain viable for a long time. " Source: Business Insider OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 7

Street Map Subject Property 235 W. State St., Jacksonville, IL Springfield 37 miles Peoria 86 miles St. Louis 92 miles Bloomington 101 miles Subject Property OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 8

Property Photos - 235 W. State St., Jacksonville, IL OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 9

Street Map Subject Property 700 Massachusetts Avenue, Sedalia, MO Kansas City 85 miles Subject Property OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 10

Property Photos 700 S. Massachusetts Ave., Sedalia, MO OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 11

Street Map Subject Property 2175 N. Roberts Ave. Lumberton, NC Subject Property Raleigh-Durham 94 miles Charlotte 127 miles OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 12

Property Photos - 2175 N. Roberts Ave. Lumberton, NC OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 13

Street Map Subject Property 319 N. Renfro St., Mt. Airy, NC Roanoke, VA 85 miles Charlotte 102 miles Raleigh-Durham 138 miles Subject Property OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 14

Property Photos - 319 N. Renfro St., Mt. Airy, NC OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 15

Street Map Subject Property 3515 Elida Road, Lima OH Fort Wayne, IN 57 miles Toledo, OH 80 miles Columbus, OH 96 miles Cleveland, OH 169 miles Subject Property OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 16

Property Photos - 3515 Elida Road, Lima OH OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 17

Street Map Subject Property 4500 Lyons Road, Miamisburg, OH Cincinnati, OH 45 miles Columbus, OH 81 miles Subject Property OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 18

Property Photos - 4500 Lyons Road, Miamisburg, OH OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 19

Street Map Subject Property 1716 E. Main St., Newberry, SC Subject Property Atlanta, GA 193 miles Charlotte, NC 94 miles Columbia, SC 42 miles OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 20

Property Photos - 1716 E. Main St., Newberry, SC OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 21

Street Map Subject Property 90 E Market St., Wilkes-Barre, PA Subject Property Philadelphia, PA 112 miles New York, NY 123 miles OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 22

Property Photos - 90 E Market St., Wilkes-Barre, PA OFFERING MEMORANDUM CIVITAS SALE LEASEBACK PORTFOLIO 23