A New Retail Experience

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A New Retail Experience

Introducing a Fresh Retail Experience in Orange County, California The Source is a brand new, highly anticipated mixed-use destination that combines a modern and dynamic urban design with a world-class selection of shopping, dining, and entertainment.

A New Retail Experience in Southern California A state-of-the-art shopping destination. A fresh, modern, true original. The Source will be the premier destination for the aspiring community of Buena Park, also known as "the Center of the Southland", and its surrounding areas. It will be a welcome addition to this underserved area which, beautiful Orange County, The Source will be an exciting mecca for locals and out-of-town shoppers alike to indulge in a unique fusion of world-class shopping, dining, and entertainment. With its distinctly modern design, retail-lined streetscapes, dining patios, water features, and well-manicured garden walkways, The Source will captivate and stimulate its guests. A hotel and health club, along with entertainment and nightlife elements, will also contribute to the diverse and experiential mix that will establish The Source as a highly desirable and frequented destination. With an additional element of focus on ease and accessibility, this center of entertainment and experience will boast conveniently located elevators and escalators, as well as a strategically designed parking structure featuring the latest in high-tech digital media board advertising for retailers and upcoming events. 3

A refreshing, dynamic setting to encourage human connection and interaction. ::: Approximately 400,000-square-foot multi-experiential retail destination ::: Dynamic and modern urban design ::: A curated selection of shopping, dining, and entertainment choices, featuring international, national, and boutique brands ::: Convenient, state-of-the-art above-grade parking structures with valet options ::: Energetic streetscapes and lively patio seating areas ::: Lush landscaping, garden walkways, water features, and more unique points of interest ::: Full integration of the latest in digital media technology ::: Special events, live entertainment, and ongoing event programming in the plazas ::: 4

Location, Location, Location The Source serve the North Orange County market, as well as tourists from the many surrounding attractions. Orange County is comprised of 34 incorporated cities and a number of unincorporated communities. According to the 2010 U.S. Census, Orange County has a population estimate of 3.2 million, which makes it third only to Los Angeles and San Diego in population for California counties. During the past 30 years, Orange County has evolved from an agricultural economy to a large commercial, industrial, and urban community. The county continues to attract a large number of visitors to the area. In 2012, the number of visitors surpassed 43 million (Anaheim/Orange County Visitor & Convention Bureau, Economic Impact Flyer 2013) Orange County is also home to the Disneyland Resort and Knott's Berry Farm theme parks, two of the nation's most popular recreational attractions. Additional activities in the County include beautiful beaches, numerous shopping venues, and the Anaheim Convention Center, together providing for a popular destination amongst international/domestic tourists and business travelers. Throughout periods of both economic growth and decline, these attractions continue to be major lures for 43 million visitors. 5

6 Los Angeles 605 39 57 110 105 5 5 miles Brea Mall FULLERTON Los Cerritos Center Medieval Times 710 Pirate s Dinner Adventure Knott s Berry Farm Downtown Buena Park Amerige Heights Town Center Orangethorpe Av. ANAHEIM 57 ORANGE Disneyland 605 5 miles Anaheim Garden Walk 39 The Block LONG BEACH Westminster Mall 405 SANTA ANA 6

The Other Sides of The Source The Hotel at The Source The Hotel at The Source represents the vanguard of a new generation of hospitality: the upscale focused-service hotel. Catering to mid- to upper-income guests who require smart, comfortable accommodations but want to forego the price of a full-service luxury brand, this hotel will offer the best of both worlds. Frequent business travelers and organizers of corporate functions will also find The Hotel at The Source, with its business facilities and emphasis on convenience, to be the most attractive answer to their diverse needs. Families and leisure travelers will be attracted to the hotel by the family-friendly, comfortable rooms and convenient location. This concept was driven directly by the evolving needs of those travelers: high-tech features for the tech-savvy, 24/7 services for the 24/7 multi-tasker, and modern design for the modern eye. Among the many amenities guests will be able to enjoy are a centrally-located fitness center, an outdoor rooftop swimming pool, and various dining options. Convenience comes into play with the Wi-Fi and remote printing available throughout the building, as well as the 42 HDTF and plug-in panel in the media center of every room. Conference rooms will be available for corporate functions. 7

The Source Office The Source Office will redefine the Orange County skyline. Prominent from almost anywhere in the vicinity, this beautiful, high-tech tower will offer visibility, connectivity, foot traffic, and a prime location to its tenants. The building will be comprised of 57,000 gross square feet and 20,000 square feet of retail and restaurant space. Not another drab office tower, The Source Office will feature efficient, open office space and floor-to-ceiling windows so as to let in natural light. Adding to the rejuvinating environment, lushly landscaped garden walkways will provide easy access from the tower to a third-level food court in The Source Retail Center, which will feature modern, premium destination restaurants. Tenants and visitors will also enjoy six levels of above-grade parking at The Source with dedicated office spaces as well as ample additional parking. 8

Millions of Reasons to Become a Part of The Source Residential Population Buena Park and the adjacent communities of Fullerton and La Mirada are comprised of an ethnically diverse mix of upper to middle class families and wealthy urban professionals. The average household income within a 5-mile radius of The Source is over $80,000, while more than 26% of household incomes are $100,000 or greater. The Numbers ::: 3 million residents live within a 20 minute driving distance ::: 7.5 million residents live within a 20 mile radius ::: 43 million visitors come to Orange County annually Money & Brains wealthy and highly educated older families American Dreams ethnically diverse upper-middle-class families Bohemian Mix progressive, early-adapting, young middle-class students and professionals The Cosmopolitans educated, upper-middle-class and ethnically diverse urban couples 9

Tourist and Convention Visitation Southern California has appealed to people seeking outdoor activities and attractions in a warmer climate for decades. Since 2009, the number of visitors to Orange County, and these visitors subsequent spending, has gradually increased. The Anaheim/Orange County Visitor & Convention Bureau reported that from 2009 to 2012, the number of visitors to the county increased from 42.7 million to 43.8 million. Concurrently, spending in the County has grown from $7.1 billion to $8.7 billion. Located approximately seven miles from The Source is the Anaheim Convention Center, one of the major sources of hotel room demand in the Orange County area, commanding almost 20 percent of Anaheim s convention attendees. The Anaheim Convention Center is a critical draw for the group and conventions business in Anaheim, especially as a result of the renovations done to the Convention Center. 12

Buena Park Entertainment District (The E-Zone) Running along Beach Boulevard in the City of Buena Park, the E-Zone is host to many tourist attractions, including Knott s Berry Farm, Knott s Soak City Water Park, Pirate s Dinner Adventure Show, and Medieval in America in Rand McNally s annual Best of the Road contest, distinguishing the city as a family-friendly entertainment hotspot, conveniently close to all kinds of attractions, from amusement parks to nightlife. The E-Zone also directly neighbors Anaheim, at the heart of which is the world-famous Disneyland Resort. Disneyland Resort consists of the original Disneyland Park, Disney s California Adventure, and Downtown Disney, along with the Disneyland, Paradise Pier, and Grand Californian hotels. According to a 2008 economic study commissioned by the Buena Park Redevelopment Agency, the area has a study projects an estimated 10.7 million visits per year to the E-Zone. 13

Knott s Berry Farm Mere minutes from The Source, Knott s Berry Farm is home to multiple record-breaking, world-class thrill attractions, as well as the auxiliary Knott s Berry Farm Resort Hotel. The theme park hosts and produces highrevenue-generating events throughout the year, including Knott s Scary Farm, Winter Coaster Solace, and Knott s Merry Farm. Among the top 20 tourist attractions in the United States, Knott s continues to develop its reputation, with the recent unveiling of a new rollercoaster and its plans to both renovate existing rides and open new ones in the future. Disneyland Located approximately seven miles from the site of The Source, Disneyland Resort in Anaheim is the single largest demand generator in Orange County. The theme park continuously draws visitors to the Anaheim area and attracts over 20 million visitors to the resort per year. Backed by one of the most recognizable franchises in the world, Disneyland is the second most visited amusement park in North America and generates about $4.7 billion to the Southern California economy each year. 14

About the Architect NBBJ with not only highly innovative companies like Amazon, Google, Microsoft, and Samsung, but also institutional leaders such as Cambridge University, Cleveland Clinic, Massachusetts General Hospital, NYU Medical Center and Stanford University. people-centered, holistic Change Design process empowers its team to understand, envision and design solutions that create meaning and value. including planning, design, and consulting. Its global network of "renaissance teams" includes more than 700 researchers, strategists, architects, anthropologists, planners, and interior designers who generate ideas that have a lasting impact. NBBJ takes the abstract - what is ideal - and makes it real. 15

Awards and Achievements ::: Works with 12 of 17 US News and World Report Top Hospitals, 4 of the top 10 ranked learning institutions ::: ::: Won 26 awards for real estate, architecture, planning, lighting, graphic design, and construction excellence in 2012 alone, and 3 more awards for same categories as of January 2013 ::: 1 2 3 1 Bill & Melinda Gates Foundation, Seattle, WA 2 Samsung America Headquarters, San Jose, CA 3 Russell Investments, Seattle, WA 16

M + D Properties 3100 E. Imperial Highway Lynwood, CA 90262 (714) 521-8858 M + D is led by brothers Min Chae and Donald Chae, who each have more than 20 years of experience in real estate development, management, and investment. The following is a partial list of M + D's past and ongoing real estate projects. Plaza Mexico Plaza Mexico is a 450,000-square-foot retail center on 48 acres in Lynwood, California. M + D Properties completed the original phase of development in 2002. Plans to expand the center with additional retail space and a residential component are underway. The total development process took approximately four years to complete and cost approximately $65 million. The Source This approximately 12.8 acre, fully entitled, mixed-use development project site is located in Orange County, California, at the intersection of two freeways, the Santa Ana Freeway (I-5) and the Riverside Freeway (CA-91). It is situated in the City of Buena Park, near Anaheim, Fullerton, Cerritos, and La Palma. Its construction will be divided into multiple phases. The project approximately includes, but is not limited to, the following: 400,000 square feet of retail development, 57,000 gross square feet of office space, 150 hotel rooms, 300 multi-family residential units, and a six-floor parking structure. One West Green Construction started on the One West Green project in the historic district of Old Pasadena in February of 2012. Situated on the northwest corner of South Fair Oaks Avenue and Green Street, the property occupies approximately 40,000 square feet of land. The project envisions a mixed-use development, with three floors offering more than 60,000 square feet of leasable space designated for retail and office use, as well as a subterranean parking garage. Construction of One West Green is in advanced stages, and M + D looks forward to completing the project in the near future. Information presented in this brochure is belived to be accurate but is not warranted. The projects described and depicted herein are based on current development plans, which are subject to change without notice. No offer to sell any security or real estate is made by this brochure. The information in this brochure is not an offer to sell or solicitation of an offer to buy interest in any investment for the provision of any investment management or advisory services. M&D Regional Center, LLC, does not offer or intend to offer securities. Any such offer or solicitation made by the issuer of those securities and/or affiliated licensed broker-dealers pursuant to exemptions from registrations requirements set out in applicable securities laws and made only by means of delivery of confidential offering materials relating to a particular investment to qualified investors in those jurisdictions where permitted by Law. This brochure is a summery only of certain important matters relating to M&D Regional Center, LLC, and is not intended to be used for your consideration in making an investment decision. Prospective investors should rely solely on the detailed information provided in the offering materials for that particular investment, and take note of the risk factors described therein.