2016 Encore Corporate Overview

5005 LBJ Freeway, Suite 1200 | Dallas, TX 75244 | www.encore.bz | 1-844-7-Encore

DISCLAIMER

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CORPORATE OVERVIEW

The information contained in this document is for informational purposes only and is not an offer to sell or a solicitation ofany offer to buy any securities. Securities will only be offered through confidential offering materials delivered to suitable,accredited investors and will be offered and sold pursuant to an exemption from registration under the Securities Act onlyto persons who are accredited investors within Rule 501(a) promulgated under the Securities Act. These offering materialswill contain information regarding risk factors, conflicts of interest, material investment considerations and otherimportant information about such offering and should be read carefully. Neither the Securities and Exchange Commissionnor any state securities regulatory authority has passed on or endorsed the merits of such offering. The informationcontained in this document is not intended to and does not constitute investment, legal or tax advice. Any investment insecurities involves a high degree of risk and is not suitable for all investors. The information contained in this document isprovided “as is,” without warranty of any kind. Past performance is not indicative of future result. No representation ismade that any investment will or is likely to achieve profits or losses indicated herein or achieve profits or losses similar tothose achieved in the past or that losses will be avoided. Certain information contained in this document may containforward looking statements, which can be identified by the use of forward looking terminology such as “may,” “will”,“should,” “expect,” “project,” “intend,” “plan” or “ believe” or similar terms. Forward looking statements are based oncertain assumptions, are subject to risks and uncertainties and speak only as of the date on which they are made. Securitiesoffered through WealthForge Securities, LLC, Member FINRA/SIPC and NMS Capital Advisors, LLC, Member FINRA/SIPC.

© 2016 ENCORE ENTERPRISES, INC.

INTRODUCTION• Founded in 1999, Encore Enterprises, Inc. (“Encore” or the “Company”) is a diversified, vertically integrated real estate

investment company

• Encore operates out of its Dallas, Texas headquarters and has a satellite office in Gulfport, Mississippi

CORPORATE OVERVIEW

PORTFOLIO DIVERSIFICATION VERTICAL INTEGRATION

Land Acquisition Construction

Lease-up Asset Management

Exit

Hotels

Offices

ApartmentsShopping Centers

Triple Net Lease

3

COMPANY SNAPSHOT

CORPORATE OVERVIEW

$460 Million

Assets Under Development

$1.1 Billion

Assets Under Management

$2.4 Billion

TotalTransactions Since

Inception1,000

Employees

$21.

4

$23.

4

$53.

8

$58.

3

$60.

9

$87.

8

$227

.1

$275

.5

$90.

9

$101

.8

$121

.4

$229

.3

$321

.9

$356

.5

$350

.5

$586

.8

$862

.7

$108

0.9

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Assets Under Management (in MMs)

GROWTH THROUGH ALL MARKET CYCLES

Note: As of June 30, 2016 4

ENCORE’S DNA

CORPORATE OVERVIEW

Seek Opportunity Across the Cycle• Experienced management team and sound investment philosophy allow Encore to

develop a strongly held viewpoint on where and how to access value

Unwavering Focus on Capital Preservation• Every investment decision is made with the primary focus on structuring for safety• Investors do not fear loss of principal

Elimination of Unsystematic Risk by Diversification• As one sector nears its peak in the market cycle or moves out of favor, Encore can

direct capital and resources to another sector with a more promising horizon

Entrepreneurial, But Patient• Correctly incentivized through performance rather than total amount of capital

deployed over set time frame

PinnacleTower,EncoreHeadquarters– Dallas,TXAcquiredJanuary2016 5

-10.00%

-8.00%

-6.00%

-4.00%

-2.00%

0.00%

2.00%

4.00%

6.00%

8.00%

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

NCREIF Property Index Return

TIMELINE

CORPORATE OVERVIEW

1999:FoundedwithHospitalityandRetailgroups

2001:Acquisitionofhotelmanagementcompany(Pineapple

Management)

2005:• Sourced$85mmprogrammaticcommitmentfrom

largeinstitutionalinvestor• Navigatedsuccessfuldisasterrecoveryfollowing

HurricaneKatrina

2007:Encoresells$393mmhospitalityportfolio– 45%IRR,3.6xequity

multiple

2008:Multi-FamilyGrouplaunched

2003:InitiatedHospitalityacquisitionprogram– later

soldasportfolio

2009:EncoreEquitiesfounded

2011:Officeand

EB-5CapitalGroupslaunched

2014:$145mmjointventurewithOch-ZiffRealEstate– 19%IRR,1.7xequitymultiple

2015:EncoresellsSterlingResortsfor$9.25mm–57%IRR,11.8xequitymultiple

2016:MergedRetailandOfficeintoCommercial

Note: As of June 30, 2016Source: https://www.ncreif.org/property-index-returns.aspx

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THE TEAM

CORPORATE OVERVIEW

BOARD OF DIRECTORS

Encore Commercial, LLC Encore Multi-Family, LLC Encore Hospitality, LLC

SHARED SERVICES

Construction Legal Finance HREquities TechnologyMarketing Accounting Administration

Dwayne RashPresident

Charles OmageExecutive VP &

General Counsel

Ako DicksonDirector of

Underwriting

Shelley WalkerHR & Payroll

Manager

Brandon BurnsSenior Managing

Director

Shalin ShahDirector of IT

Amy DunawayDirector of Marketing

Yatin GandhiSr. VP of Finance,

Tax/Risk Management

Terri SmithOffice Manager

Patrick BarberPresident

& CEO

Dr. Bharat SanganiFounder & Chairman

Charles OmageExecutive VP &

General Counsel

Yatin GandhiSr. VP of Finance,

Tax/Risk Management

Nicholas BarberPresident, Encore

Commercial

SECTOR VERTICALS

Nicholas BarberPresident

Bradley MillerPresident

Glenn PedersonPresident

Note: Management bios included in the appendix 7

INVESTMENT STRATEGY

• Encore invests across two strategies:

• Value-Add

• Opportunistic

• Encore does not compete for core “trophy” assets

• Instead, Encore invests in assets that are:

1. High-quality but not fully stabilized – and hence not a target for core investors

2. New developments at attractive projected yields

• Encore’s opportunity set includes:

1. Properties that need major physical improvements

2. Assets that need to be recapitalized

3. Recently completed buildings that are not fully leased

4. New development opportunities

CORPORATE OVERVIEW

CMBS

Debt Equity

Public REITs/REOCs

PropertyMortgage

Multi-FamilyCommercialHospitality

Value-AddVacant Space

Deferred CAPEXRecapitalization

OpportunisticLand

EntitlementDevelopment

Company Strategy

Private

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INVESTMENT PROCESS

CORPORATE OVERVIEW

A SUBSTANTIALLY SCALABLE PLATFORM WITH A RIGOROUS INVESTMENT PROCESS

Encore reviews about $3 billion of real

estate opportunities annually

Market Cycle Timing

Targeted Market

Selection

Custom Demographic

Reports

Site Comparison

Analysis

Supply/ Demand Gap

Analysis

Thematic Heat Maps

DEAL FLOW

INVESTMENT COMMITTEE

- Identify risks- Identify loss of capital scenarios

- Evaluate deal structure and financing

- Define the upside opportunity

RESEARCH

Validate Investment

Assumptions

Build Investment

Model

Evaluate Downside Scenario

Debt Structuring

UNDERWRITING

Encore reviews more than 300 opportunities annually and at any one time is actively pursuing 10 to 15

Encore’s Investment Committee meets weekly and moves forward only by unanimous approval

DEAL STRUCTURING

- Finalize deal structure and financing to close

- Raise LP capital through Encore’s equity platform

Through institutions, HNWs, and EB5 program Encore’s equity team has the capability to raise an excess of $100 mm a year

$100 to $200 mm of investments

per year

Encorebelievesapproximately5% oftheevaluatedprojectsfittheCompanyinvestmentcriteriaandarepresentedtoInvestmentCommittee

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TRACK RECORD OF SUCCESSSINCE INCEPTION, ENCORE HAS GENERATED A BIG 4 AUDITOR-REVIEWED IRR OF 54% AND HAS PRODUCED DEMONSTRABLE SUCCESS IN EACH OF ITS TARGETED VERTICALS

CORPORATE OVERVIEW

COMPLETE INVESTMENT HISTORY*

# IRR Equity Multiple

Realized Investments 61 54% 3.1x

Current Portfolio (FMV) 48 22% 2.4x

TotalInvestments 109 32% 2.6x

COMMERCIAL





MULTI-FAMILY





HOSPITALITY





Note: As of June 30, 2016; all current portfolio (FMV) calculations based on projected exit cap rates* Includes 14 investments outside of core verticals 10

MILESTONES

CORPORATE OVERVIEW

Jan Feb Mar Apr Jun Aug Sep Nov Dec

Encore Hospitality purchases Queen & Crescent

Hotel in New Orleans, LA

New York Life and Encore

Commercial close on the

acquisition of Pinnacle Tower in

Dallas, TX

Encore Hospitality

hotels win Trip Advisor Guest

Satisfaction awards

Encore Multi-Family sells Encore 6162 apartment communityin Dallas, TX

Encore Hospitality

acquires hotel in Harrisonburg,

VA to convert toDoubleTree by

Hilton

Encore Office and

Encore Retail merge to become Encore

Commercial

Encore Multi-Family closes on

land for Evans Station apartment

developmentin Denver, CO

Encore Multi-Family sells Oceanaireapartment community in Biloxi, MS

Encore Commercial

sells Gulfport Plaza retail

center in Gulfport, MS

Encore Commercial commences

construction on build-to-suit quick serve

restaurant in Lubbock, TX

Grand opening of the Tower at Frisco Square office building

in Frisco, TX

2015

2016

Encore Commercial closes on land for Market and Main mixed-use development

in Bedford, NH

Encore awarded Developer of the Year for Tower at

Frisco Square office building in

Frisco, TX

Encore Hospitality

acquires Residence Inn in McAllen, TX and

Hampton Tampa

Westshore in Tampa, FL

Encore Hospitality sells Sterling

Resorts portfolio

INSTITUTIONAL & CAPITAL LENDER PARTNERS

CORPORATE OVERVIEW

A Berkshire Hathaway Company

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TESTIMONIALS

CORPORATE OVERVIEW

“Encore has an extremely successful track record within all of our divisions and with each and every investment. Theirhigh level of sophistication makes for a delightful experience on the front end of a loan opportunity and results in a cleanand smooth closing process. They are a model Borrower and a pleasure to do business with.”- Will Flaa, Managing Director, CCRE

“In summary, Berkadia finds that Encore Enterprises, Inc. and its subsidiary, Encore Multi-Family, LLC, is staffed byhighly competent, long term employees with centuries of collective commercial real estate experience. We rank Encoreamong our top 5% of HUD borrowers based on Berkadia’s #1 FHA/HUD ranking for fiscal 2015-2016.”- Steve Mentesana, Senior Managing Director of FHA/HUD Originations, Berkadia

“We are extremely pleased to have had an opportunity to co-invest with Encore Enterprises in several recenttransactions, including the acquisition and re-development of office buildings in Indianapolis and Denver. The EncoreOffice team has consistently been both knowledgeable and practical, as well as comfortable to work with. We’re lookingforward to future activity together.”- Peter Holstein, Principal, Middleton Partners

“Marriott International considers Encore Hospitality to be a top-tier franchisee, and looks forward to a long andprosperous relationship.”- Joseph A. Carrillo, Vice President of Franchise Operations, Marriott International

“We had the opportunity and pleasure of working with Encore Enterprises on joint venture multi-family developmentdeals. They are a first class organization who stands behind their word and commitment when times are good, butmore importantly during challenging moments. Encore has the foresight to select quality sites and a team dedicated tosuccessfully execute the development plan. We are looking forward to continuing our relationship with Encore on thenext deal. ”- Jason M. Macklin, Inland National Development Corporation

“Encore Enterprises, Inc. and its subsidiaries has been a valued client of Wells Fargo and in good standing for over 9 years.”- Cristy Ramsey, Business Relationship Manager, VP, Wells Fargo

A Berkshire Hathaway Company

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HARVARD CASE STUDY

CORPORATE OVERVIEW

HARVARD GRADUATE SCHOOL OF DESIGN SELECTED ENCORE AS A PREMIER EXAMPLE OF A REAL ESTATE OPERATING COMPANY

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“Is there is a secret ingredient? Yes, there is. If there is something special about Encore, it is the culture, and that is the source of my deepest pride. Encore’s culture is the personality of the company and includes the company’s mission, values, ethics, expectations, goals, and work environment.”

Doc, known for his sharp analytical skills, was just as comfortable and impassioned talking about the qualitative, especially what he regarded as the sinew of his successful company, namely culture, a seemingly ineffable quality.

Doc’s dream is a perpetual company, essentially a virtual compound built for safety and perpetuity.

A Series of Consequential Decisions

Encore has made a series of prescient decisions—not one but many over 15 years. Exhibit 3 below superimposes milepost decisions against the NCREIF all‐property total percentage return index. Encore started as a small hotel and retail property investor. It acquired an award‐winning Marriott management company in a down‐market in 2001, followed in 2003, during the early emergent stages of the real estate recovery, by the acquisition of a hotel portfolio. In 2005 Hurricane Katrina devastated Louisiana (especially New Orleans) and the Mississippi Gulf Coast.12

Exhibit 3. Lucky or smart? A series of consequential decisions taken by Encore from 1999 through March 2014 seem to defy luck.

Source: Encore Enterprises, Inc.

12 Katrina was the costliest natural disaster in the history of the United States. Katrina caused severe destruction along the Gulf coast from central Florida to Texas, much of it due to the storm surge. The worst property damage occurred in coastal areas, such as Mississippi beachfront towns like Gulfport; water due to the surge reached 6–12 miles from the beach.

Source: Encore Enterprises, Inc.

“Over 15 years [Encore] posted a performance record that left just about every institutional real estate investor in the dust.”

– Randal Zisler, Ph.D.

1

Harvard Graduate School of Design

A Case Study Presented to the Harvard Graduate School of Design

Encore Enterprises, Inc.—A Real Estate Operating Company

By

Randall Zisler, Ph.D. Matthew Zisler

Zisler Capital Associates, LLC

March 4 2014

When you come to a fork in the road, take it. Yogi Berra

I am Boswell.1

My team and I once had the brief opportunity to be a part of Encore and observe first‐hand the challenges, the opportunities, the successes, and the day‐to‐day decisions. Why did we join Encore? One day the phone rang and on the line was an earnest recruiter conducting a national search. He represented a real estate operating company like no other we had seen. We were incredulous that an operating company founded in Mississippi by two entrepreneurs, one a doctor from India and the other a well‐seasoned, ebullient real estate developer, whose family had deep, generational Louisiana political roots, could over 15 years post a performance record that left just about every institutional real estate investor in the dust.

Search as I did for weakness, the Encore story withstood my team’s withering examination. We were sold. My entire team placed our small, nationally well‐respected capital placement firm into a financially‐induced coma and joined Encore as Encore Institutional Capital; we anticipated funding many value‐added and opportunistic investments and adding to Encore’s extensive list of consequential decisions.

This is my short biography of Encore from its founding in 1999 through March of 2014.

1 James Boswell (1740 –1795) was the brilliant biographer, constant companion, and perspicacious observer of the towering, contemporary English literary figure, Dr. Samuel Johnson. The great Yale literary critic, Professor Harold Bloom, wrote that Boswell’s Dr. Samuel Johnson is the greatest biography written in the English language.

A Case Study Presented to the Harvard Graduate School of DesignEncore Enterprises, Inc. – A Real Estate Operating Company

(Available upon request)

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APPENDIX: TEAM BIOS

15

Patrick J. Barber President and CEO

SENIOR MANAGEMENT

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APPENDIX: TEAM BIOS

Dr. Bharat Sangani Founder and Chairman

Charles OmageExecutive VP and General Counsel

• 20+ years of commercial real estate experience

• Acquired and closed over $2.4 billion in real estate transactions

• A fellow of the American College of Cardiology and the American College of Chest Physicians

• 36+ years and over $5 billion of real estate transaction experience

• Developed and redeveloped over 40 hotels, multi-family complexes and retail properties

• Experienced in market assessment, deal structures and analyzing financial options

• Holds degrees in architecture and business from Louisiana State University

• 14+ years of commercial real estate transaction experience

• Experience also includes representation of investments banks and institutional lenders

• Provides legal counsel to Encore Enterprises and its various subsidiaries

• Holds a J.D. from Hofstra University School of Law and a B.S in Finance from Boston College

SENIOR MANAGEMENT

17

APPENDIX: TEAM BIOS

Yatin GandhiSr. VP of Finance, Tax/Risk Mgmt

Mark AvisSr. VP of Corporate Affairs

• 18+ years of experience with a strong background in financial management and risk management functions

• Has overseen the management of portfolios in excess of $1 billion

• A Certified Public Accountant and a Chartered Accountant as well as a member of Financial Executives International

• 25+ years of finance, acquisition, and development repositioning of assets

• Has successfully sourced, closed, and developed more than $750 million in transactions

• Provides operational support to division presidents and insures that each decision maintains the mission and objectives of the Company

Mark CypertCIO, Encore Commercial

• 25+ years of commercial real estate investment experience

• Successfully completed approximately $1.8 billion of office investments

• Developed, acquired and managed a portfolio of over 15 million square-feet of office space

• Three time instructor of the year for the CCIM 102 course

• 35+ years of Hospitality investments, development, acquisitions and operations experience of 150 limited and full service hotels with $1.5 billion in transactions

• Experienced with multiple national flags including Hilton, Marriott, IHG, Radisson, Best Western and Sterling Resorts

• 15+ years of commercial real estate experience

• $1.3 billion in real estate transactions

• Experienced in sourcing, negotiating and closing real estate acquisitions

• Holds a B.S in Accounting from the University of Louisiana

Brad MillerPresident, Encore Multi-Family

SECTOR PRESIDENTS

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APPENDIX: TEAM BIOS

Glenn PedersonPresident, Encore Hospitality

Nicholas BarberPresident, Encore Commercial

• 30+ years of Multi-Family experience with $1.5 billion in transactions

• Overseen the development, acquisition and management of 20,000 apartment home units

• Served as CEO for a subsidiary of Olympus Real Estate Partners

• 17-year residential partner with Lincoln Property Company and oversaw development and investment activities for a division of Archstone Smith

• 20+ years of experience in real estate private equity investing

• Co-founded Royalton Real Estate Capital, which was bought out by SWBC Real Estate

• Earned his bachelor’s degree at Trinity University, where he currently serves as a member of the Board of Visitors

Marshall HessSenior Managing Director

Brenda GroganSenior Managing Director

• 20+ years of commercial real estate development, investment and brokerage experience

• Involved in sourcing and securing equity for Encore’s real estate investment opportunities

• Former Vice President of Investments at Henry S. Miller

• 10+ years of securities, financial advising and private equity experience

• Raised over $30MM in private funds from high net-worth clients at Encore

• Master’s degree in Management Information Systems, University of Texas at Arlington

Daisy Chen, CFASenior Managing Director

• Nearly a decade of real estate expertise

• Strong background in capital markets, real estate and real estate securities

• Raised over $500MM for commercial real estate investments in his career

• Graduate of Baylor University with degrees in Finance and Real Estate

Brandon BurnsSenior Managing Director

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EQUITIES TEAM

MANAGEMENT TEAM

• 7 + years of experience as an attorney

• Holds a J.D. from Texas Tech University and a B.B.A. and an M.B.A. from Angelo State University.

• Member of the Texas Bar Association.

William BabbCorporate Counsel – Real Estate

• 22+ years of commercial and industrial construction experience

• Licensed general contractor in all states where Encore currently conducts business

• Majored in business administration at Louisiana State University. Taken specialized courses in construction estimating, industrial management, and OSHA certification.

Dwayne Rash, PresidentEncore Construction, LLC

• 10+ years of experience in the real estate private equity industry

• 15 years of experience as attorney with role as corporate counsel in Encore’s family of companies since 2009

• Member of Texas and Louisiana Bar Associations

Julianne MaerschelCorporate Counsel - Equities

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SUPPORT MANAGEMENT TEAM

MANAGEMENT TEAM

Shalin ShahDirector of IT

• 14 + years with Encore, establishing and managing the IT infrastructure for Encore, 40 Marriott and Hilton hotels, multi-family properties, IHOP, Five Guys restaurants, and medical facilities.

• Holds a Bachelor of Accounting and Auditing from Gujarat University and a Computer Software diploma.

• Microsoft Certified Professional who has Microsoft Certified Solutions Developer (MCSD) certification.

Shelley WalkerHR and Payroll Manager

• More than 24 years of Human Resources experience.

• Experienced in employee relations, payroll, compensation, benefits, staffing, training, organizational development and mediation.

• Member of the National Association of the Society for Human Resources Management

Amy Upton-DunawayDirector of Marketing

• 10+ years of marketing experience, including five years in the area of commercial real estate development

• Strong background in management of corporate branding, public relations, corporate communications, graphic and web design, social media, search engine optimization, and event planning.

• Bachelor’s in Communications, focusing on public relations and marketing from University of Texas at Arlington.

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SUPPORT MANAGEMENT TEAM

MANAGEMENT TEAM

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2016 Encore Corporate Overview

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