Offer to Purchase for Cash Up to 1,152,594 Shares of

8-1/2% Series A Cumulative Redeemable Preferred Stock CUSIP No. 23330C205 of

DRA CRT Acquisition Corp. at

$18 per Share by

G&I V CRT LLC, a wholly-owned subsidiary of

DRA G&I Fund V Real Estate Investment Trust THE OFFER (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON AUGUST 17, 2012, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION DATE”).

G&I V CRT LLC, a Delaware limited liability company (the “Purchaser,” “we,” “us” or “our”), and a wholly-owned subsidiary of DRA G&I Fund V Real Estate Investment Trust, a Maryland real estate investment trust (the “Parent”), is offering to purchase for cash, upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended or supplemented from time to time, this “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal,” which, together with the Offer to Purchase, constitute the “Offer”) up to 1,152,594 shares in the aggregate (the “Maximum Number of Shares”), or 70%, of the issued and outstanding 8-1/2% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Preferred Shares”), of DRA CRT Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of the Parent (the “Company”), at a purchase price of $18 per share (the “Offer Price”), net to the seller in cash, less any applicable withholding taxes and without interest or accrued and unpaid dividends.

The Preferred Shares are quoted on the OTC Pink market operated by OTC Markets Group, Inc. (the “OTC Pink”) under the symbol “DCAQP.” The Offer Price represents a premium of 150% over the last reported closing price of $7.20 per share on the OTC Pink on July 20, 2012, the last trading day prior to the date of this Offer to Purchase.

The Company has not paid dividends on the Preferred Shares for the last three quarters (“Unpaid Dividends”). Holders of Preferred Shares tendered and accepted for purchase in the Offer will not be entitled to receive the Unpaid Dividends or any other dividends with respect to such Preferred Shares.

If the aggregate number of Preferred Shares that are validly tendered and not properly withdrawn as of the Expiration Date exceeds the Maximum Number of Shares, we will accept for purchase that number of Preferred Shares that does not result in our purchasing more than the Maximum Number of Shares. In that event, the Preferred Shares to be accepted for purchase will be subject to proration, as described in this Offer to Purchase.

The Dealer Manager for the Offer is:

Wells Fargo Securities

The date of this Offer to Purchase is July 23, 2012.

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The Offer is not conditioned upon any minimum number of Preferred Shares being tendered, and there is no financing condition to the Offer. We expressly reserve the right, in our sole discretion but subject to applicable law, to (i) waive any and all of the conditions of the Offer prior to the Expiration Date; (ii) extend the Expiration Date of the Offer; (iii) amend the terms of the Offer; or (iv) if the conditions to the Offer are not satisfied, terminate the Offer and not accept for payment any Preferred Shares tendered in the Offer.

With respect to any validly tendered and not properly withdrawn Preferred Shares where the aggregate amount of such Preferred Shares being tendered by the tendering holder and its affiliates and family members (whether in a single tender or in multiple tenders) is 30,000 or fewer Preferred Shares, we will pay the soliciting broker a fee equal to $0.125 for each Preferred Share (the “Soliciting Broker Fee”) that is validly tendered and not properly withdrawn and accepted for payment.

If we purchase a substantial number of Preferred Shares in the Offer, we may control, or have a significant impact on, the results of the vote of holders of Preferred Shares on the matters specified in the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). See “The Offer – Terms of the Offer – Certain Effects of the Offer.”

The Offer to Purchase, the Letter of Transmittal and other tender materials (collectively, the “Offer Documents”) contain important information that should be read before any decision is made with respect to the Offer. See “Certain Significant Considerations” beginning on page 10 for a discussion of certain factors you should consider in connection with the Offer.

On July 20, 2012, Duff & Phelps, LLC, the Company’s independent financial advisor (the “Financial Advisor”) rendered to the Company’s board of directors an opinion, to the effect that, as of that date, based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the review undertaken as set forth in the opinion, the Offer Price to be received by the holders of Preferred Shares in the Offer was fair from a financial point of view to such holders (without giving effect to any impact of the Offer on any particular stockholder other than in his, her or its capacity as a stockholder). The full text of the opinion is attached as Appendix C to this Offer to Purchase.

Although the Company’s board of directors has approved the Offer, none of the Company, its board of directors, the Dealer Manager (as defined herein), the Information Agent (as defined herein), the Tender Agent (as defined herein) or any of their respective affiliates, including us and the Parent, is making a recommendation to you as to whether you should tender your Preferred Shares in the Offer. You must make your own investment decision regarding the Offer based upon your own assessment of the value of the Preferred Shares and any other factors you deem relevant.

The Offer has not been approved or disapproved by the Securities and Exchange Commission (the “SEC”) or any state securities commission, nor has the SEC or any state securities commission passed upon the fairness or merits of the Offer or upon the accuracy or adequacy of the information contained in the Offer Documents. Any representation to the contrary is a criminal offense.

Any requests for assistance concerning the Offer and requests for additional copies of the Offer Documents may be directed to the Information Agent at the address set forth on the back cover of this Offer to Purchase or by telephone toll free at (800) 769-4414 or collect at (212) 269-5550 and by email at dra@dfking.com. Any questions regarding the terms of the Offer may be directed to the Dealer Manager at its address and telephone numbers on the back cover of this Offer to Purchase. Beneficial owners may also contact their broker, dealer or other nominee.

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TABLE OF CONTENTS

Page

IMPORTANT ............................................................................................................................................... 1

SUMMARY TERM SHEET ........................................................................................................................ 2

QUESTIONS AND ANSWERS ABOUT THE OFFER .............................................................................. 8

CERTAIN SIGNIFICANT CONSIDERATIONS ...................................................................................... 10

THE OFFER ............................................................................................................................................... 13

Terms of the Offer .................................................................................................................................. 13

Conditions of the Offer ........................................................................................................................... 16

Extension, Termination and Amendment of the Offer ............................................................................ 18

Procedures for Tendering Preferred Shares ............................................................................................ 19

Acceptance for Payment and Payment for Preferred Shares .................................................................. 22

Withdrawal Rights .................................................................................................................................. 23

Certain Legal and Regulatory Matters .................................................................................................... 24

Financial Advisor, Dealer Manager, Information Agent and Tender Agent .......................................... 24

Soliciting Broker Fees ............................................................................................................................. 24

Rule 14e–4 “Net Long Position” Requirement ....................................................................................... 25

Source and Amount of Funds.................................................................................................................. 26

Fees and Expenses .................................................................................................................................. 26

INFORMATION ABOUT THE PARENT AND THE PURCHASER ...................................................... 27

INFORMATION ABOUT THE COMPANY ............................................................................................ 28

INTERESTS OF DIRECTORS, EXECUTIVE OFFICERS AND AFFILIATES ..................................... 29

MARKET PRICES OF AND DIVIDENDS ON PREFERRED SHARES ................................................ 31

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS ....................................................... 32

MISCELLANEOUS ................................................................................................................................... 36

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APPENDIX A – AUDITED ANNUAL CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY

APPENDIX B – UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY

APPENDIX C – OPINION OF FINANCIAL ADVISOR

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IMPORTANT

THE OFFER DOCUMENTS CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD READ THEM CAREFULLY BEFORE DECIDING WHETHER TO TENDER YOUR PREFERRED SHARES IN THE OFFER.

All Preferred Shares are registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). As a result, only DTC participants are registered holders of the Preferred Shares (each, a “DTC participant”) and have the right to tender Preferred Shares. The DTC participant will tender Preferred Shares on behalf of the beneficial owners of the Preferred Shares only if the DTC Participant receives timely instructions from the beneficial owner in respect of Preferred Shares as to which the DTC Participant is a custodian bank, depositary, broker, trust company or other nominee. An Instruction Form that may be used for this purpose accompanies this Offer to Purchase.

To tender Preferred Shares, D.F. King & Co., Inc. (the “Tender Agent”) must receive, prior to the Expiration Date of the Offer, an agent’s message through DTC’s Automated Tender Offer Program (“ATOP”) or a properly completed Letter of Transmittal in accordance with the procedures described in this Offer to Purchase. If you tender under DTC’s ATOP, you do not need to complete the Letter of Transmittal. However, if you tender under DTC’s ATOP, you will agree that, in connection with the Offer, subject to our acceptance for purchase, and payment for, tendered Preferred Shares, you will be bound by the Letter of Transmittal as though you had signed that Letter of Transmittal. See “The Offer—Procedures for Tendering Preferred Shares.”

NEITHER THE DELIVERY OF THIS OFFER TO PURCHASE NOR ANY ACCEPTANCE FOR PAYMENT OF PREFERRED SHARES SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE OF THIS OFFER TO PURCHASE OR THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION CONTAINED IN THE OFFER TO PURCHASE OR IN THE COMPANY’S AFFAIRS OR AFFAIRS OF ANY OF THE COMPANY’S SUBSIDIARIES OR AFFILIATES SINCE THE DATE OF THIS OFFER TO PURCHASE.

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SUMMARY TERM SHEET

This Summary Term Sheet highlights important information contained in this Offer to Purchase but is intended to be an overview only. To fully understand the Offer described in this Offer to Purchase and for a more complete description of the terms of the Offer, you should carefully read the Offer Documents. The following summary is qualified in its entirety by the more detailed information appearing elsewhere in the Offer Documents.

The Purchaser ................................... The Offer is being made by G&I V CRT LLC, a Delaware limited liability company and a wholly-owned subsidiary of DRA G&I Fund V Real Estate Investment Trust, or the Parent. The Parent also owns, indirectly, 100% of the common stock of the Company. The Purchaser was formed for the sole purpose of acquiring the Preferred Shares. Our principal executive offices are located at 220 East 42nd Street, 27th Fl., New York, NY 10017, and our main telephone number is 212-697-4740.

The Offer ............................................ We are offering to purchase for cash, upon the terms and subject to the conditions set forth in the Offer Documents, up to the Maximum Number of Shares that are validly tendered and not properly withdrawn prior to the Expiration Date. If the aggregate number of Preferred Shares that are validly tendered and not properly withdrawn as of the Expiration Date exceeds the Maximum Number of Shares, we will accept for purchase that number of Preferred Shares that does not result in our purchasing more than the Maximum Number of Shares. In that event, the Preferred Shares to be accepted for purchase will be subject to proration, as described in this Offer to Purchase. If we accept your Preferred Shares for purchase, you will receive the Offer Price for each Preferred Share we accept for purchase, less any applicable withholding taxes and without interest or accrued and unpaid dividends. At the time you tender your Preferred Shares, you will not know the extent of participation by other holders of Preferred Shares in the Offer or whether acceptance of all validly tendered and not properly withdrawn Preferred Shares would exceed the Maximum Number of Shares. As a result, you will not know whether we will be able to accept for payment your validly tendered and not properly withdrawn Preferred Shares, in whole or in part, at the time you tender those Preferred Shares. See “The Offer—Terms of the Offer.”

Proration ............................................. If proration of Preferred Shares is required due to our inability to accept for purchase all Preferred Shares validly tendered and not properly withdrawn prior to the Expiration Date without exceeding the Maximum Number of Shares, the Tender Agent will determine the final proration factor as soon as practicable after the Expiration Date, and we will announce the results of proration by press release. In the event of proration, the number of Preferred Shares of each holder’s validly tendered Preferred Shares accepted for purchase will be determined by multiplying each holder’s tendered Preferred Shares by the determined

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proration factor and rounding the product down to the nearest Preferred Share to avoid the purchase of fractional Preferred Shares.

No Payment of Unpaid Dividends on Preferred Shares Accepted in the Offer .............................................. The Company has not paid dividends on Preferred Shares for the

last three quarters. Holders of Preferred Shares accepted for purchase in the Offer will not be entitled to receive the Unpaid Dividends or any other dividends with respect to such Preferred Shares. See “The Offer—Terms of the Offer—Unpaid Dividends.”

Conditions of the Offer ...................... The Offer is not conditioned upon any minimum number of

Preferred Shares being tendered. The Offer is subject to and conditioned upon the satisfaction or waiver of the conditions set forth under “The Offer—Conditions of the Offer.” The Offer is not conditioned on us or the Parent obtaining financing. We expect to have sufficient funds to purchase the Preferred Shares validly tendered and not properly withdrawn in the Offer up to the Maximum Number of Shares and to pay all related fees and expenses, and we intend to use the capital contribution of up to $21.5 million from the Parent to do so. See “The Offer—Source and Amount of Funds.”

Expiration and Extension of the Offer .............................................. The Offer will expire at 11:59 p.m., New York City time, on

August 17, 2012, unless the Offer is extended or earlier terminated by us. If we decide to extend the Offer, we will issue a press release stating the new expiration date. Any such press release will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. See “The Offer—Extension, Termination and Amendment of the Offer.”

Procedures for Tendering Preferred Shares .................................................. To tender Preferred Shares, the Tender Agent must receive, prior

to the Expiration Date of the Offer, an agent’s message through DTC’s ATOP or a properly completed Letter of Transmittal in accordance with the procedures described in this Offer to Purchase. If you tender under DTC’s ATOP, you do not need to complete the Letter of Transmittal. However, if you tender under DTC’s ATOP, you will agree that, in connection with the Offer, subject to our acceptance for purchase, and payment for, tendered Preferred Shares, you will be bound by the Letter of Transmittal as though you had signed that Letter of Transmittal. If you wish to tender Preferred Shares that are held in the name of a broker or other nominee, you should instruct your broker or other nominee to tender on your behalf. See “The Offer—Procedures for Tendering Preferred Shares.”

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Acceptance for Payment and Payment for Preferred Shares .......................... Upon the terms and subject to the conditions of the Offer

(including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), we will purchase, promptly after the Expiration Date, by accepting for payment, and will pay for, Preferred Shares validly tendered and not properly withdrawn. The payment date will be within four business days after the Expiration Date. See “The Offer—Acceptance for Payment and Payment for Preferred Shares.”

Withdrawal of Tenders of Preferred Shares .................................................. You may withdraw previously tendered Preferred Shares at any

time before the Expiration Date, but not thereafter. If you tendered your Preferred Shares by giving instructions to a broker, bank or other nominee, you must instruct the broker, bank or other nominee to arrange for the withdrawal of your Preferred Shares. See “The Offer—Withdrawal Rights.”

Effects of the Offer on the Company and Voting Power of the Preferred Shares .......................... If all the conditions of the Offer are satisfied, and we purchase

Preferred Shares in the Offer, we will be entitled to all designations, preferences and rights of a holder of Preferred Shares, including, but not limited to, the dividend rights and voting rights set forth in the Certificate of Incorporation. If we purchase a substantial number of Preferred Shares in the Offer, we may control, or have a significant impact on, the results of the vote of holders of Preferred Shares on the matters specified in the Certificate of Incorporation in which holders of the Preferred Shares have the right to vote, including, but not limited to, the right to elect two directors to the Company’s board of directors (voting as a separate class) whenever dividends on Preferred Shares are in arrears for six or more quarterly periods (whether or not such periods are consecutive). Amendments to the Company’s Certificate of Incorporation require the affirmative vote or consent of holders of at least two-thirds of the Preferred Shares then outstanding (voting a separate class) if the amendment would: (i) increase or decrease the aggregate number of authorized Preferred Shares, (ii) increase or decrease the par value of Preferred Shares, or (iii) change the designations, rights, preferences or limitations of the Preferred Shares. In addition, the Company cannot, without the affirmative vote or consent of holders of at least two-thirds of the Preferred Shares then outstanding (voting as a separate class) (a) authorize or issue, or increase the authorized or issued amount of, any class or series of capital stock of the Company ranking prior to the Preferred Shares with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the Company, (b) amend, alter or repeal the provisions of the Certificate of Incorporation so as to materially and adversely affect any right, preference, privilege or voting power of

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Preferred Shares, or (c) enter into any share exchange that affects the Preferred Shares, or consolidate with or merge into any other entity or permit any other entity to consolidate with or merge into the Company, unless in each such case described in this clause (c) each Preferred Share then outstanding remains outstanding without a material adverse change to its terms and rights or is converted into or exchanged for preferred stock of the surviving or resulting entity having preferences, rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions or redemption identical to those of the Preferred Shares; provided, however, that (i) any increase in the amount of the authorized preferred stock or common stock or the creation or issuance of any other series of preferred stock, or (ii) any increase in the amount of authorized or outstanding Preferred Shares or any other class or series of preferred stock, in each case ranking on a parity with or junior to the Preferred Shares with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Opinion of Financial Advisor ............ On July 20, 2012, the Financial Advisor rendered to the

Company’s board of directors an opinion to the effect that, as of that date, based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the review undertaken as set forth in the opinion, the Offer Price to be received by the holders of Preferred Shares in the Offer was fair from a financial point of view to such holders (without giving effect to any impact of the Offer on any particular stockholder other than in his, her or its capacity as a stockholder). The full text of the opinion is attached as Appendix C to this Offer to Purchase.

No Recommendation as to Whether to Tender ............................................ The Company’s board of directors has approved the Offer.

However, none of the Company, its board of directors, the Dealer Manager, the Information Agent, the Tender Agent or any of their respective affiliates, including us and the Parent, is making a recommendation to you as to whether you should tender your Preferred Shares in the Offer. You must make your own investment decision regarding the Offer based upon your own assessment of the value of the Preferred Shares and any other factors you deem relevant.

Soliciting Broker Fee ......................... With respect to any validly tendered and not properly withdrawn

Preferred Shares where the aggregate amount of such Preferred Shares being tendered by the tendering holder and its affiliates and family members (whether in a single tender or in multiple tenders) is 30,000 or fewer Preferred Shares, we will pay the soliciting broker a fee equal to $0.125 for each Preferred Share

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that is validly tendered and not properly withdrawn and accepted for payment. See “The Offer—Soliciting Broker Fees.”

Source and Amount of Funds ........... Assuming we purchase the Maximum Number of Shares, we will pay approximately $20.7 million in the aggregate for the Preferred Shares purchased through the Offer. In addition, we have agreed to pay the Dealer Manager, the Tender Agent and the Information Agent customary fees for their services in connection with the Offer. We have also agreed to reimburse the Dealer Manager, the Tender Agent and the Information Agent for certain of their respective out-of-pocket expenses and to indemnify them against certain liabilities, including liabilities under the federal securities laws. We will also pay the Soliciting Broker Fees in connection with the Offer.

The Offer is not conditioned on us or the Parent obtaining financing. We expect to have sufficient funds to purchase the Preferred Shares validly tendered and not properly withdrawn in the Offer up to the Maximum Number of Shares and to pay all related fees and expenses, and we intend to use the capital contribution of up to $21.5 million from the Parent to do so. See “The Offer—Source and Amount of Funds.”

Outstanding Preferred Shares .......... As of July 20, 2012, the last full business day prior to the commencement of the Offer, there were 1,646,563 Preferred Shares outstanding, with a total liquidation preference of $26.79 per share (including accrued dividends).

Market Prices of the Preferred Shares .................................................. On July 20, 2012, the last trading day prior to the date of this

Offer to Purchase, the reported closing price for the Preferred Shares, on the OTC Pink was $7.20 per share. See “Market Prices of and Dividends on Preferred Shares” and “Certain Significant Considerations—The Offer Price may be higher or lower than the prices at which the Preferred Shares are quoted on the OTC Pink before or after the Expiration Date.”

Continued Quotation of the Preferred Shares on the OTC Pink .. We expect the Preferred Shares will continue to be quoted on the

OTC Pink upon the consummation of the Offer. See “The Offer—Terms of the Offer—Liquidity of Preferred Shares.”

Material U.S. Federal Income Tax Considerations .................................... The receipt of cash for the Preferred Shares pursuant to the Offer

will generally be a taxable sale or exchange transaction for U.S. federal income tax purposes. As a consequence of the purchase, a holder will generally recognize capital gain or loss equal to the difference between the amount of cash received in the Offer and the holder’s adjusted tax basis in the Preferred Shares surrendered in exchange therefor, subject to certain exceptions. Holders should consult their tax advisors regarding the U.S.

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federal income tax consequences of participating in the Offer based on their particular circumstances. See “Material U.S. Federal Income Tax Considerations.”

Appraisal Rights ................................. You do not have appraisal rights in connection with the Offer.

Financial Advisor ............................... Duff & Phelps, LLC. See “The Offer – Financial Advisor, Dealer Manager, Information Agent, and Tender Agent.”

Dealer Manager .................................. Wells Fargo Securities, LLC. See “The Offer – Financial Advisor, Dealer Manager, Information Agent, and Tender Agent.”

Information Agent ............................. D.F. King & Co., Inc. See “The Offer – Financial Advisor, Dealer Manager, Information Agent, and Tender Agent.”

Tender Agent ...................................... D.F. King & Co., Inc. See “The Offer – Financial Advisor, Dealer Manager, Information Agent, and Tender Agent.”

Additional Documentation; Further Information; Assistance ..................... Any requests for assistance concerning the Offer and requests for

additional copies of the Offer Documents may be directed to the Information Agent at the address set forth on the back cover of this Offer to Purchase or by telephone toll free at (800) 769-4414 or collect at (212) 269-5550. Any questions regarding the terms of the Offer may be directed to the Dealer Manager at its address and telephone numbers set forth on the back cover of this Offer to Purchase. Beneficial owners may also contact their broker, dealer or other nominee.

Certain Significant Considerations .. You should read the Offer Documents in their entirety carefully before deciding whether or not to tender your Preferred Shares. You should consult with your personal financial advisor or other legal, tax or investment professional(s) regarding your individual circumstances. For a discussion of certain factors that you should consider in connection with the Offer, see “Certain Significant Considerations.”

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QUESTIONS AND ANSWERS ABOUT THE OFFER

What are the purposes of the Offer?

By conducting the Offer, we are seeking to indirectly consolidate the ownership of the common stock of the Company and Preferred Shares in one entity – the Parent. In addition, we would like to provide a certain amount of immediate liquidity to the holders of the Preferred Shares at prices that they may not be able to obtain through market sales.

How much are you offering to pay?

We are offering to pay $18 per share, net to you, in cash, less any applicable withholding taxes and without interest or accrued and unpaid dividends. This Offer Price represents a premium of 150% over the closing price of the Preferred Shares on July 20, 2012, the last trading day prior to the date of this Offer to Purchase. None of the Offer Price will be allocated to the Unpaid Dividends, and no dividend will be paid on the Preferred Shares in connection with the Offer. Tendering holders of Preferred Shares that are purchased in the Offer will no longer have any rights in respect of the Unpaid Dividends on those Preferred Shares purchased by us.

How is the Offer beneficial to me?

Assuming all the conditions of the Offer are satisfied, and the Offer is successfully completed, we believe the Offer will benefit the holders of Preferred Shares because persons who tender their Preferred Shares in the Offer will have an opportunity to obtain immediate liquidity for their Preferred Shares at a price that is above the closing price of the Preferred Shares on July 20, 2012, the last trading day prior to the date of this Offer to Purchase.

Has there been any determination with respect to the payment of dividends on the Preferred Shares for periods after the consummation of the Offer?

No. All determinations with respect to the payment of dividends on the Preferred Shares for periods ending after the consummation of the Offer will be made at the discretion of the Company’s board of directors and will depend on the Company’s taxable income, financial condition, the maintenance of, for federal tax purposes, its real estate investment trust (“REIT”) status, applicable law, restrictions under its non-recourse loans, the overall economic climate and other factors as the Company’s board of directors deems relevant.

What if I do not want to sell my Preferred Shares at the Offer Price?

Each holder of Preferred Shares must make his, her or its own decision as to whether to tender Preferred Shares in the Offer. Holders of Preferred Shares are under no obligation to tender their Preferred Shares, and the Company’s obligations to the holders of the Preferred Shares whose shares are not purchased pursuant to the Offer will remain unchanged.

Holders of Preferred Shares who remain such upon the consummation of the Offer will continue to bear the risks associated with owning the Preferred Shares, including the Company’s inability to pay dividends or distributions on the Preferred Shares and other risks resulting from our purchase of Preferred Shares in the Offer. For example, if we purchase a substantial number of Preferred Shares in the Offer, we may control, or have a significant impact on, the results of the vote of holders of Preferred Shares on the matters specified in the Certificate of Incorporation. See “The Offer – Terms of the Offer – Certain Effects of the Offer.”

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In addition, the Preferred Shares, with respect to distributions upon the liquidation, winding-up and dissolution of the Company, rank junior to any indebtedness of the Company and holders of Preferred Shares will generally not be entitled to receive any payments in respect of their Preferred Shares prior to the satisfaction of the claims of the Company’s creditors.

Why would I elect to sell my Preferred Shares at a discount to the total liquidation value of the Preferred Shares?

This decision must be made by each individual holder of Preferred Shares. However, we believe certain holders of Preferred Shares would desire liquidity at the Offer Price, which they may not be able to achieve through market sales given historical trading volumes.

Why are we not purchasing the Preferred Shares at their total liquidation value?

We are under no obligation to purchase the Preferred Shares at their total liquidation value. We have, however, set the Offer Price at a premium to the closing price of the Preferred Shares on July 20, 2012, the last trading day prior to the date of this Offer to Purchase.

If the conditions to the Offer are not satisfied or waived and no Preferred Shares are purchased pursuant to the Offer, will the Company pay the Unpaid Dividends?

All determinations with respect to the payment of the Unpaid Dividends will be made at the discretion of the Company’s board of directors and will depend on the Company’s taxable income, financial condition, the maintenance of, for federal tax purposes, its REIT status, applicable law, restrictions under its non-recourse loans, the overall economic climate and other factors as the Company’s board of directors deems relevant.

Is your long-term goal to repurchase all of the Preferred Shares?

We currently have no plans to purchase Preferred Shares, other than pursuant to the Offer. However, we may consider additional purchases of Preferred Shares in the future.

To whom can I talk if I have questions about the Offer?

Any requests for assistance concerning the Offer and requests for additional copies of the Offer Documents may be directed to the Information Agent at the address set forth on the back cover of this Offer to Purchase or by telephone toll free at (800) 769-4414 or collect at (212) 269-5550. Any questions regarding the terms of the Offer may be directed to the Dealer Manager at its address and telephone numbers set forth on the back cover of this Offer to Purchase. Beneficial owners may also contact their broker, dealer or other nominee.

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CERTAIN SIGNIFICANT CONSIDERATIONS

You should carefully consider the matters described throughout this Offer to Purchase, including those described below in this section, before you decide whether to tender your Preferred Shares.

There is no recommendation in respect of the Offer.

The Company’s board of directors has approved the Offer. However, none of the Company, its board of directors, the Dealer Manager, the Information Agent, the Tender Agent or any of their respective affiliates, including us and the Parent, is making a recommendation to you as to whether you should tender Preferred Shares in the Offer. You must make your own investment decision regarding the Offer based upon your own assessment of the value of the Preferred Shares and any other factors you deem relevant.

The Offer Price is lower than the total liquidation preferences for the Preferred Shares.

The Offer Price is lower than the total liquidation preference for the Preferred Shares. As of July 20, 2012, in the event of the Company’s liquidation, dissolution or winding up, the holders of Preferred Shares would be entitled to the following per share amounts in preference to holders of the Company’s common stock with respect to the payment of dividends or in the distribution of assets on any liquidation, distribution or winding up of the Company:

Stated Liquidation Preference

Accrued and Unpaid Dividends as of July 20, 2012

Total Liquidation Preference as of

July 20, 2012

Preferred Shares $25 $1.79 $26.79

The Offer Price may be higher or lower than the prices at which the Preferred Shares are quoted on the OTC Pink before or after the Expiration Date.

As of July 20, 2012, the last day of trading of the Preferred Shares prior to the date of this Offer to Purchase, the last reported closing price for Preferred Shares on the OTC Pink was $7.20 per share. The prices at which the Preferred Shares will be quoted on the OTC Pink during and after the Offer may be higher or lower than the Offer Price we are offering for the Preferred Shares. If we accept your Preferred Shares for purchase pursuant to the Offer, the Offer Price you receive may be more or less than you would have received if you had sold your Preferred Shares on the open market or in any other transaction.

Holders of Preferred Shares accepted for purchase in the Offer will not be entitled to receive the Unpaid Dividends or any other dividends with respect to such Preferred Shares.

The Company has not paid dividends on Preferred Shares for the last three quarters. Holders of Preferred Shares accepted for purchase in the Offer will not be entitled to receive the Unpaid Dividends or any other dividends with respect to such Preferred Shares. See “The Offer—Terms of the Offer—Unpaid Dividends.”

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No determination has been made with respect to the payment of dividends for periods after the consummation of the Offer.

The Company’s board of directors has not made any determination with respect to the payment of dividends on the Preferred Shares for periods ending after the consummation of the Offer. All such determinations will be made at the discretion of the Company’s board of directors and will depend on the Company’s taxable income, financial condition, the maintenance of, for federal tax purposes, its REIT status, applicable law, restrictions under its non-recourse loans, the overall economic climate and other factors as the Company’s board of directors deems relevant.

If we purchase a substantial number of Preferred Shares, the trading volume may be adversely affected, which may impact the liquidity and market prices for the Preferred Shares.

We are offering to purchase up to the Maximum Number of Shares of Preferred Shares in the Offer. The Maximum Number of Shares represents approximately 70% of the total outstanding Preferred Shares as of July 20, 2012. Accordingly, if we purchase the Maximum Number of Shares or a substantial number of Preferred Shares in the Offer, it is possible there will be a significant reduction in the number of holders of Preferred Shares. As a result, there may be a significant decrease in the volume of trading of the Preferred Shares, which could adversely affect liquidity and market prices for Preferred Shares.

Upon the completion of the Offer, we may control, or have a significant impact on, the results of the vote of holders of Preferred Shares on the matters specified in the Certificate of Incorporation.

If all the conditions of the Offer are satisfied, and we purchase Preferred Shares in the Offer, we will be entitled to all designations, preferences and rights of a holder of Preferred Shares, including, but not limited to, the dividend rights and voting rights set forth in the Certificate of Incorporation. If we purchase a substantial number of Preferred Shares in the Offer, we may control, or have a significant impact on, the results of the vote of holders of Preferred Shares on the matters specified in the Certificate of Incorporation in which holders of the Preferred Shares have the right to vote, including, but not limited to, the right to elect two directors to the Company’s board of directors (voting as a separate class) whenever dividends on Preferred Shares are in arrears for six or more quarterly periods (whether or not such periods are consecutive). Amendments to the Company’s Certificate of Incorporation require the affirmative vote or consent of holders of at least two-thirds of the Preferred Shares then outstanding (voting a separate class) if the amendment would: (i) increase or decrease the aggregate number of authorized Preferred Shares, (ii) increase or decrease the par value of Preferred Shares, or (iii) change the designations, rights, preferences or limitations of the Preferred Shares. In addition, the Company cannot, without the affirmative vote or consent of holders of at least two-thirds of the Preferred Shares then outstanding (voting as a separate class) (a) authorize or issue, or increase the authorized or issued amount of, any class or series of capital stock of the Company ranking prior to the Preferred Shares with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the Company, (b) amend, alter or repeal the provisions of the Certificate of Incorporation so as to materially and adversely affect any right, preference, privilege or voting power of Preferred Shares, or (c) enter into any share exchange that affects the Preferred Shares, or consolidate with or merge into any other entity or permit any other entity to consolidate with or merge into the Company, unless in each such case described in this clause (c) each Preferred Share then outstanding remains outstanding without a material adverse change to its terms and rights or is converted into or exchanged for preferred stock of the surviving or resulting entity having preferences, rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions or redemption identical to those of the Preferred Shares; provided, however, that (i) any increase in the amount of the authorized preferred stock or common stock or the creation or issuance of any other series of preferred stock, or (ii) any increase in the amount of authorized or outstanding Preferred Shares or any other class or series of preferred stock, in each case ranking on a

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parity with or junior to the Preferred Shares with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

In the Offer, we are seeking to purchase up to the Maximum Number of Shares, which represents approximately 70% of the total outstanding Preferred Shares as of July 20, 2012. Accordingly, if we purchase a substantial number of Preferred Shares in the Offer, we may have a significant impact on, and if we purchase a majority of the outstanding Preferred Shares in the Offer we will control, the results of the vote of holders of Preferred Shares on the foregoing matters.

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THE OFFER

Terms of the Offer

We are offering to purchase for cash, upon the terms and subject to the conditions set forth in the Offer Documents, up to the Maximum Number of Shares that are validly tendered and not properly withdrawn prior to the Expiration Date. If the aggregate number of Preferred Shares that are validly tendered and not properly withdrawn as of the Expiration Date exceeds the Maximum Number of Shares, we will accept for purchase that number of Preferred Shares that does not result in our purchasing more than the Maximum Number of Shares. In that event, the Preferred Shares to be accepted for purchase will be subject to proration, as described in this Offer to Purchase.

If you elect to participate in the Offer, you may tender a portion of or all of the Preferred Shares you hold, although we may not be able to accept for purchase all such Preferred Shares you tender.

At the time you tender your Preferred Shares, you will not know the extent of participation by other holders of Preferred Shares in the Offer or whether acceptance of all validly tendered and not properly withdrawn Preferred Shares would exceed the Maximum Number of Shares. As a result, you will not know whether we will be able to accept for payment your validly tendered and not properly withdrawn Preferred Shares, in whole or in part, at the time you tender those Preferred Shares.

If we accept your Preferred Shares for purchase, you will receive the Offer Price for each Preferred Share we accept for purchase, less any applicable withholding taxes and without interest or accrued and unpaid dividends.

We expressly reserve the right, in our sole discretion but subject to applicable law, to (i) waive any and all of the conditions of the Offer prior to the Expiration Date; (ii) extend the Expiration Date of the Offer; (iii) amend the terms of the Offer; or (iv) if the conditions to the Offer are not satisfied, terminate the Offer and not accept for payment any Preferred Shares tendered in the Offer.

Proration

If proration of Preferred Shares is required due to our inability to accept for purchase all Preferred Shares validly tendered and not properly withdrawn prior to the Expiration Date without exceeding the Maximum Number of Shares, the Tender Agent will determine the final proration factor as soon as practicable after the Expiration Date, and we will announce the results of proration by press release. In the event of proration, the number of Preferred Shares of each holder’s validly tendered Preferred Shares accepted for purchase will be determined by multiplying each holder’s tendered Preferred Shares by the determined proration factor and rounding the product down to the nearest Preferred Share to avoid the purchase of fractional Preferred Shares.

Unpaid Dividends

The Company has not paid dividends on Preferred Shares for the last three quarters. Holders of Preferred Shares accepted for purchase in the Offer will not be entitled to receive the Unpaid Dividends or any other dividends with respect to such Preferred Shares. The Company’s board of directors has not made any determination with respect to the payment of dividends on the Preferred Shares for periods ending after the consummation of the Offer. All future dividends on the Preferred Shares will be made at the discretion of the Company’s board of directors and will depend on the Company’s taxable income, financial condition, the maintenance of, for federal tax purposes, its REIT status, applicable law,

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restrictions under its non-recourse loans, the overall economic climate and other factors as the Company’s board of directors deems relevant.

Plans, Proposals or Negotiations

Except as disclosed in this Offer to Purchase, neither we nor the Parent or the Company currently has plans, proposals or negotiations underway that relate to or would result in (although no assurance can be given that one or more of the items listed below will not be planned, proposed or undertaken in the future):

• any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

• any purchase, sale or transfer of an amount of the Company’s assets or any of its subsidiaries’ assets which is material to the Company and its subsidiaries, taken as a whole;

• any material change in the Company’s present dividend rate or policy, its capitalization or indebtedness;

• any change in the Company’s present board of directors or management or the number or term of the board of directors or any material term of the employment contract of any executive officer;

• any other change in the Company’s structure or business;

• the acquisition or disposition by any person of the Company’s securities other than the Offer and acquisitions or dispositions made in the ordinary course of business; or

• any changes in the Company’s governing instruments.

Opinion of Financial Advisor

On July 20, 2012, the Financial Advisor rendered to the Company’s board of directors an opinion to the effect that, as of that date, based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the review undertaken as set forth in the opinion, the Offer Price to be received by the holders of Preferred Shares in the Offer was fair from a financial point of view to such holders (without giving effect to any impact of the Offer on any particular stockholder other than in his, her or its capacity as a stockholder).

For purposes of the opinion, the phrase “the Offer Price to be received by holders of Preferred Shares in the Offer was fair from a financial point of view to such holders” means that, as of July 20, 2012 and in Duff & Phelps’ professional judgment, the Offer Price was fair in the sense that it falls within the range of implied value of the Preferred Shares determined based upon a liquidation or deemed liquidation of the Company three to five years from the date of the opinion.

The opinion is directed to the Company’s board of directors and addresses only the fairness from a financial point of view of the Offer Price to be received by holders of Preferred Shares pursuant to the Offer as of the date of the opinion. It does not address any other aspects of the Offer and does not constitute a recommendation as to whether or not any holder of the Preferred Shares should tender their shares in the Offer. The full text of the opinion is attached as Appendix C to this Offer to Purchase.

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Certain Effects of the Offer

Holders of Preferred Shares who remain such upon the consummation of the Offer will continue to bear the risks associated with owning the Preferred Shares, including the Company’s inability to pay dividends or distributions on the Preferred Shares and other risks resulting from our purchase of Preferred Shares in the Offer. In addition, the Preferred Shares, with respect to distributions upon the liquidation, winding-up and dissolution of the Company, rank junior to any indebtedness of the Company, and holders of Preferred Shares will generally not be entitled to receive any payments in respect of their Preferred Shares prior to the satisfaction of the claims of the Company’s creditors.

If all the conditions of the Offer are satisfied, and we purchase Preferred Shares in the Offer, we will be entitled to all designations, preferences and rights of a holder of Preferred Shares, including, but not limited to, the dividend rights and voting rights set forth in the Certificate of Incorporation. If we purchase a substantial number of Preferred Shares in the Offer, we may control, or have a significant impact on, the results of the vote of holders of Preferred Shares on the matters specified in the Certificate of Incorporation in which holders of the Preferred Shares have the right to vote, including, but not limited to, the right to elect two directors to the Company’s board of directors (voting as a separate class) whenever dividends on Preferred Shares are in arrears for six or more quarterly periods (whether or not such periods are consecutive). Amendments to the Company’s Certificate of Incorporation require the affirmative vote or consent of holders of at least two-thirds of the Preferred Shares then outstanding (voting a separate class) if the amendment would: (i) increase or decrease the aggregate number of authorized Preferred Shares, (ii) increase or decrease the par value of Preferred Shares, or (iii) change the designations, rights, preferences or limitations of the Preferred Shares. In addition, the Company cannot, without the affirmative vote or consent of holders of at least two-thirds of the Preferred Shares then outstanding (voting as a separate class) (a) authorize or issue, or increase the authorized or issued amount of, any class or series of capital stock of the Company ranking prior to the Preferred Shares with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the Company, (b) amend, alter or repeal the provisions of the Certificate of Incorporation so as to materially and adversely affect any right, preference, privilege or voting power of Preferred Shares, or (c) enter into any share exchange that affects the Preferred Shares, or consolidate with or merge into any other entity or permit any other entity to consolidate with or merge into the Company, unless in each such case described in this clause (c) each Preferred Share then outstanding remains outstanding without a material adverse change to its terms and rights or is converted into or exchanged for preferred stock of the surviving or resulting entity having preferences, rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions or redemption identical to those of the Preferred Shares; provided, however, that (i) any increase in the amount of the authorized preferred stock or common stock or the creation or issuance of any other series of preferred stock, or (ii) any increase in the amount of authorized or outstanding Preferred Shares or any other class or series of preferred stock, in each case ranking on a parity with or junior to the Preferred Shares with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

In the Offer, we are seeking to purchase up to the Maximum Number of Shares, which represents approximately 70% of the total outstanding Preferred Shares as of July 20, 2012. Accordingly, if we purchase a substantial number of Preferred Shares in the Offer, we may have a significant impact on, and if we purchase a majority of the outstanding Preferred Shares in the Offer we will control, the results of the vote of holders of Preferred Shares on the foregoing matters.

Appraisal Rights

You do not have appraisal rights in connection with the Offer.

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Liquidity of Preferred Shares

If we purchase the Maximum Number of Shares or a substantial number of Preferred Shares in the Offer, the number of holders of Preferred Shares may be reduced. This may reduce the volume of trading in the Preferred Shares and may make it more difficult to buy or sell significant amounts of Preferred Shares without affecting the market price.

Subsequent Repurchases of the Preferred Shares

Subject to applicable contractual restrictions and the terms of the Company’s Certificate of Incorporation and applicable law, we or our affiliates may from time to time acquire the remaining Preferred Shares, if any, upon the consummation of the Offer, through open market purchases, privately negotiated transactions, exchange offers, exercise of optional redemption rights, offers to purchase or otherwise, upon such terms and at such prices as we may determine, which may be more or less than the value of the consideration payable pursuant to the Offer and could be paid in cash or other consideration not provided for in the Offer. However, we have no current plan or commitment to do so. Until the expiration of at least ten business days after the date the Offer expires or otherwise terminates, neither we nor any of our affiliates will make any purchases of the Preferred Shares other than pursuant to the Offer.

Conditions of the Offer

The Offer is not conditioned upon any minimum number of Preferred Shares being tendered, and there is no financing condition to the Offer.

Notwithstanding any other provision of the Offer, we will not be required to accept for payment, or to pay amounts in respect of, any Preferred Shares tendered pursuant to the Offer, and may terminate, extend or amend the Offer and may, subject to Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), postpone the acceptance for payment in respect of, any Preferred Shares so tendered in the Offer, if, in our reasonable judgment, any of the following conditions exist with respect to the Offer prior to our acceptance of Preferred Shares in the Offer:

• there shall have been instituted or be pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign (or any such action, suit or proceeding has been threatened in writing by any such body or person), or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the Offer or the acquisition of Preferred Shares pursuant to the Offer, or is otherwise related in any manner to, or otherwise affects, the Offer;

• there shall have been any action taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer, Purchaser, the Parent, the Company, or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign (or any such action has been threatened in writing by any such body), which, in our reasonable judgment, would or might directly or indirectly result in any of the consequences referred to in the immediately preceding bullet point;

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• we have determined in our reasonable judgment that the acceptance for payment of, or payment for, some or all of the Preferred Shares in the Offer would violate, conflict with or constitute a breach of any order, statute, law, rule, regulation, executive order, decree, or judgment of any court to which the Purchaser, the Parent, the Company or any of its subsidiaries, may be bound or subject, including, but not limited to, in connection with the maintenance of, for federal tax purposes, the Company’s REIT status;

• at any time on or after the date of this Offer to Purchase, any change (or any condition, event or development involving a prospective change) shall have occurred in the business, properties, assets, liabilities, capitalization, stockholders’ equity, condition (financial or otherwise), operations, licenses, franchises, permits, permit applications, results of operations or prospects of the Purchaser, the Parent, the Company or any of its subsidiaries, which, in our reasonable judgment, is or may be materially adverse, or we will have become aware of any fact which, in our reasonable judgment, has or may have material adverse significance with respect to the Purchaser, the Parent, the Company or any of its subsidiaries;

• at any time on or after the date of this Offer to Purchase, there shall have occurred:

• any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or market in the United States for a period in excess of three hours;

• a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States;

• any limitation (whether or not mandatory) by any governmental authority or agency on, or other event which, in our reasonable judgment, might materially adversely affect the extension of credit by banks or other lending institutions in the United States;

• the commencement or declaration of a war, armed hostilities or other national or international calamity directly or indirectly involving the United States since the close of business on the date of this Offer to Purchase;

• material adverse change in United States currency exchange rates or a suspension of, or limitation on, the markets for U.S. dollars;

• a material impairment in the trading market for equity securities in the United States;

• in the case of any of the foregoing existing at the opening of business on the date of this Offer to Purchase, a material acceleration or worsening thereof;

• any approval, permit, authorization, consent or other action of any domestic or foreign governmental, administrative or regulatory agency, authority, tribunal or third party shall not have been obtained on terms satisfactory to us, which, in our reasonable judgment in any such case, and regardless of the circumstances (including any action or inaction by us or any of our affiliates) giving rise to any such condition, makes it inadvisable to proceed with the Offer and/or with such acceptance for payment or payment; or

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• we shall have determined, based on the advice of counsel, that payment of the aggregate consideration for the Preferred Shares that would be accepted for payment in the Offer would not be permitted under Delaware law.

The foregoing conditions are for our sole benefit and the failure of any such condition to be satisfied may be asserted by us regardless of the circumstances, including any action or inaction by us, giving rise to any such failure and any such failure may be waived by us (other than those conditions dependent upon the receipt of necessary government approvals), in whole or in part at any time and from time to time in our sole discretion.

If any of the foregoing conditions of the Offer shall not have been satisfied or waived by us, other than, in the case of any waiver, those conditions dependent upon the receipt of necessary government approvals, we reserve the right, but will not be obligated, subject to applicable law, to:

• return the Preferred Shares tendered pursuant to the Offer to the tendering holders of Preferred Shares;

• waive all unsatisfied conditions with respect to the Offer, other than those dependent upon the receipt of necessary government approvals, and accept for payment Preferred Shares that are validly tendered and not properly withdrawn on or prior to the Expiration Date;

• extend the Expiration Date and retain all tendered Preferred Shares until the purchase date for the Offer; or

• otherwise amend the Offer.

If we waive a material condition of the Offer, we will disseminate additional information and extend the Offer to the extent required by law. See “—Extension, Termination and Amendment of the Offer.”

Extension, Termination and Amendment of the Offer

We expressly reserve the right, at any time and from time to time, to extend the period of time during which the Offer is open, in our sole discretion. We will extend the Expiration Date of the Offer if required by applicable law or regulation or for any reason we deem appropriate. During any such extension, all Preferred Shares previously tendered and not properly withdrawn shall remain subject to the terms and conditions of the extended Offer and subject to your right to withdraw your Preferred Shares in accordance with the terms of such Offer.

Subject to the SEC’s applicable rules and regulations, we reserve the right, at any time or from time to time, to:

• amend or make changes to the terms of the Offer, including the conditions of the Offer; and

• delay our acceptance for payment or purchase of the Preferred Shares pursuant to the Offer or to terminate the Offer and not accept for payment or purchase any Preferred Shares not previously accepted for payment or purchased, if we determine that any of the conditions of the Offer have not been satisfied.

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We will announce any extension, termination, material amendment or delay by issuing a press release. In the case of an extension, any such press release will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date and will state the new expiration date. If we amend the Offer in a manner we determine to constitute a material change, we will promptly disclose the amendment as required by law and, depending on the significance of the amendment and the manner of disclosure to the registered holders, we will extend the Offer as required by law.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the Offer, we will have no obligation to publish, advertise or otherwise communicate any public announcement, other than by making a timely release to an appropriate news agency.

If we make a material change in the terms of the Offer or the information concerning the Offer, or if we waive a material condition of the Offer, we will extend the Offer to the extent required under the Exchange Act. If, prior to the Expiration Date, we increase or decrease the number of Preferred Shares being sought in the Offer, increase or decrease the Offer Price, or change the type of consideration, offered to holders of Preferred Shares, such modification will be applicable to all holders of Preferred Shares whose Preferred Shares are accepted for payment pursuant to the Offer, and if, at the time notice of any such modification is first published, sent or given to holders of Preferred Shares, such Offer is scheduled to expire at any time earlier than the tenth business day from and including the date that notice is first so published, sent or given, such Offer will be extended to a date not earlier than ten business days after the date of such publication. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or a federal holiday.

Procedures for Tendering Preferred Shares

All Preferred Shares are registered in the name of Cede & Co., the nominee of DTC. As a result, only DTC participants may be registered holders of the Preferred Shares. DTC facilitates the clearance and settlement of transactions through electronic book-entry changes in accounts of DTC participants. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. Persons that are not DTC participants beneficially own the Preferred Shares only through DTC participants.

How to Tender If You Are a Beneficial Owner but Not a DTC Participant

If you beneficially own Preferred Shares through an account maintained by a broker, dealer, commercial bank, trust company or other nominee (each of which we refer to as a “nominee”) and you desire to tender Preferred Shares, you should contact your nominee promptly and instruct it to tender your Preferred Shares on your behalf. Your nominee that is a DTC participant will then tender your Preferred Shares in the manner described below.

How to Tender If You Are a DTC Participant

To participate in the Offer, a DTC participant must:

• comply with the ATOP procedures of DTC described below; or

• (1) complete and sign and date the Letter of Transmittal, or a facsimile of the Letter of Transmittal; (2) have the signature on the Letter of Transmittal guaranteed if the Letter of

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Transmittal so requires; and (3) mail or deliver the Letter of Transmittal or facsimile to the Tender Agent prior to the Expiration Date.

In addition, for the tender of Preferred Shares to be valid, either:

• the Tender Agent must receive, prior to the Expiration Date, a properly transmitted Agent’s Message (as described below); or

• the Tender Agent must receive, prior to the Expiration Date, a timely confirmation of book-entry transfer of tendered Preferred Shares into the Tender Agent’s account at DTC according to DTC’s procedure for book-entry transfer and the Letter of Transmittal and other documents required by the Letter of Transmittal.

If Preferred Shares are tendered by delivery of a Letter of Transmittal, to be validly tendered, the Tender Agent must receive any physical delivery of the Letter of Transmittal and other required documents at its address indicated on the back cover of this Offer to Purchase and the front cover of the Letter of Transmittal prior to the Expiration Date.

Subject to and effective upon the acceptance for purchase of, and payment for, Preferred Shares tendered thereby, by executing and delivering the Letter of Transmittal, or being deemed to have done so as part of your electronic submission of your tender through DTC, you agree to be bound by the terms of the Letter of Transmittal, by which, among other things, you (1) irrevocably tender, sell, assign and transfer to us, or upon our order, all right, title and interest in and to all the Preferred Shares tendered thereby and (2) irrevocably appoint the Tender Agent as your true and lawful agent and attorney-in-fact (with full knowledge that the Tender Agent also acts as our agent with respect to the tendered Preferred Shares), with full power coupled with an interest, to:

• transfer ownership of the Preferred Shares on the account books maintained by DTC, together with all accompanying evidences of transfer and authenticity, to, or upon the order of, the Purchaser;

• present the Preferred Shares for transfer on the relevant security register; and

• receive all benefits or otherwise exercise all rights of beneficial ownership of the Preferred Shares, all in accordance with the terms of the applicable Offer.

The method of delivery of the Letter of Transmittal and all other required documents to the Tender Agent is at your election and risk. Rather than mail these items, if you desire to tender Preferred Shares, we recommend that you use an overnight delivery service. In all cases where you desire to tender Preferred Shares, you should allow sufficient time to assure delivery to the Tender Agent before the Expiration Date. You should not send any Letter of Transmittal to us.

Signatures and Signature Guarantees

If you are using a Letter of Transmittal or notice of withdrawal (which is described below), you must have signatures guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. (“FINRA”), a commercial bank or trust company having an office or correspondent in the United States, or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act. In addition, such entity must be a member of one of the recognized signature guarantee programs identified in the Letter of Transmittal (an “Eligible Institution”). Signature guarantees are not required, however, if the Preferred Shares are tendered for the account of a

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member firm of a registered national securities exchange or of FINRA, a commercial bank or trust company having an office or correspondent in the United States, or an Eligible Institution.

Tendering Through DTC’s ATOP

The Tender Agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s ATOP to tender Preferred Shares in the Offer. DTC participants may, instead of physically completing and signing the Letter of Transmittal and delivering it to the Tender Agent, transmit an acceptance of the Offer electronically. DTC participants may do so by causing DTC to transfer the Preferred Shares to the Tender Agent in accordance with its procedures for transfer. DTC will then send an Agent’s Message to the Tender Agent.

The term “Agent’s Message” means a message transmitted by DTC, received by the Tender Agent and forming part of the book-entry confirmation, to the effect that:

• DTC has received an express acknowledgment from a DTC participant that it is tendering Preferred Shares that are the subject of such book-entry confirmation;

• such DTC participant has received and agrees to be bound by the terms of the Offer; and

• the Letter of Transmittal may be enforced against such DTC participant.

Delivery of the Agent’s Message by DTC will satisfy the terms of the Offer in lieu of execution and delivery of the Letter of Transmittal by the DTC participant identified in the Agent’s Message. Accordingly, the Letter of Transmittal need not be completed by a holder tendering through ATOP.

Guaranteed Delivery

If you wish to tender Preferred Shares in the Offer and the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Tender Agent prior to the Expiration Date, your tender may be effected if all the following conditions are met:

• your tender is made by or through an Eligible Institution;

• the Tender Agent receives by hand, overnight courier, facsimile transmission or mail, prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form we have provided with this Offer to Purchase including, a signatory guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery, if required; and

• the Tender Agent receives within the period of three NYSE trading days after the date of execution of that Notice of Guaranteed Delivery, confirmation of book-entry transfer of the Preferred Shares into the Tender Agent’s account, together with all other required documents and either a Letter of Transmittal, which has been properly completed and duly executed and includes all signature guarantees required, or an Agent’s Message.

Stockholders may contact the Information Agent, the Dealer Manager or their brokers for assistance. The contact information for the Information Agent and the Dealer Manager is on the back cover of this Offer to Purchase.

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Determination of Validity

We will determine in our sole discretion all questions as to the validity, form, eligibility (including time of receipt) and acceptance and withdrawal of tendered Preferred Shares. We reserve the absolute right to reject any and all Preferred Shares not validly tendered or any Preferred Shares whose acceptance by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects or irregularities either before or after the Expiration Date. Our interpretation of the terms and conditions of the Offer, including the instructions in the Letter of Transmittal, will be final and binding on all parties, subject to the rights of holders to challenge our interpretation in a court of competent jurisdiction. Unless waived, any defects or irregularities in connection with tenders of Preferred Shares must be cured within a time period that we will determine. Neither we, the Information Agent, the Tender Agent nor any other person will have any duty to give notification of any defects or irregularities, nor will any of us or them incur any liability for failure to give such notification. Tenders of Preferred Shares will not be considered to have been made until any defects or irregularities have been cured or waived. Any Preferred Shares received by the Tender Agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Tender Agent to the tendering holders, via the facilities of DTC, promptly following the Expiration Date.

Acceptance for Payment and Payment for Preferred Shares

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), we will purchase, promptly after the Expiration Date, by accepting for payment, and will pay for, Preferred Shares validly tendered and not properly withdrawn promptly after the Expiration Date. The payment date will be within four business days after the Expiration Date. In addition, subject to the applicable rules of the SEC, we expressly reserve the right to delay acceptance of, or the purchase of, any Preferred Shares in order to comply with any applicable law. The reservation of this right to delay the acceptance or purchase of, or payment for, the Preferred Shares is subject to the provisions of Rules 14e-1(c) promulgated under the Exchange Act, which requires that we pay the consideration offered or return the Preferred Shares deposited by, or on behalf of, stockholders, promptly after the termination or withdrawal of the Offer.

For purposes of the Offer, we will be deemed to have accepted for payment (and thereby purchased) Preferred Shares validly tendered, not properly withdrawn, and subject to proration if necessary, if and when we notify the Tender Agent of our acceptance for payment of Preferred Shares tendered pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, we will deliver the cash required to pay for the tendered Preferred Shares to the Tender Agent, which will act as agent for tendering stockholders for the purpose of receiving the cash consideration from us and transmitting the cash to the tendering holders whose Preferred Shares have been accepted for payment.

Under no circumstances will we pay interest on the Offer Price, regardless of any delay in paying for tendered Preferred Shares or of any extension of the Expiration Date.

If, prior to the Expiration Date, we increase the Offer Price, we will pay the increased Offer Price for all Preferred Shares purchased pursuant to the Offer, whether or not any of those Preferred Shares were tendered before the increase in the Offer Price.

If certain events occur, we may not be obligated to purchase the Preferred Shares pursuant to the Offer. See “—Conditions of the Offer.”

In all cases, delivery of the consideration for the Preferred Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Tender Agent of (i) the confirmation of a book-

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entry transfer of the Preferred Shares into the Tender Agent’s account at DTC (the book-entry transfer facility) (a “Book-Entry Confirmation”) pursuant to the procedures set forth in “—Procedures for Tendering Preferred Shares;” (ii) the Letter of Transmittal (or a manually signed photocopy), properly completed and duly executed, with any required signature guarantees or, in the case of tender of shares held by a broker, dealer or other nominee, an Agent’s Message (as described in “—Procedures for Tendering Preferred Shares”) in lieu of the Letter of Transmittal; and (iii) any other documents required by the Letter of Transmittal.

If we do not accept any tendered Preferred Shares for payment pursuant to the terms and conditions of the Offer for any reason, the Tender Agent will, without expense to holders of Preferred Shares and promptly after expiration or termination of the Offer, credit such Preferred Shares to the account maintained at DTC from which the tendered Preferred Shares were delivered.

Any tendering stockholder or other payee who fails to complete fully, sign and return to the Tender Agent the Form W-9 included with any Letter of Transmittal or an appropriate Form W-8 obtained from the Tender Agent may be subject to required backup withholding on the gross proceeds paid to that stockholder or other payee pursuant to the Offer.

Withdrawal Rights

You may withdraw previously tendered Preferred Shares at any time before the Expiration Date, which, unless extended, is 11:59 p.m., New York City time, on August 17, 2012. In addition, if not previously returned, you may withdraw Preferred Shares that you tender that are not accepted by us for purchase after the expiration of 40 business days from July 23, 2012, which is the date of commencement of the Offer. If the Offer is terminated, the Preferred Shares tendered pursuant to the Offer will be promptly returned to the tendering holders.

For a withdrawal of Preferred Shares to be effective, the Tender Agent must receive a written or facsimile transmission containing a notice of withdrawal or a properly transmitted “Request Message” through ATOP, in the case of DTC participants, before 11:59 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the holder of Preferred Shares who tendered the Preferred Shares to be withdrawn, (ii) contain a description of the Preferred Shares to be withdrawn and the number of Preferred Shares, (iii) contain a statement that such holder of Preferred Shares is withdrawing the election to tender Preferred Shares, and (iv) be signed by the holder of such Preferred Shares in the same manner as the original signature on the Letter of Transmittal, including any required signature guarantees (or, in the case of Preferred Shares tendered by a DTC participant through ATOP, be signed by such participant in the same manner as the participant’s name is listed on the Agent’s Message), or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the beneficial ownership of the Preferred Shares. A holder who has tendered with separate Letters of Transmittal must complete a separate notice of withdrawal for the Preferred Shares tendered with each Letter of Transmittal. Withdrawal of Preferred Shares may only be accomplished in accordance with the foregoing procedures.

Preferred Shares properly withdrawn may thereafter be re-tendered at any time before the Expiration Date, which is at 11:59 p.m., New York City time on August 17, 2012, unless extended, by following the procedures described under “—Procedures for Tendering Preferred Shares.”

We will determine all questions as to the form and validity (including time of receipt) of any notice of withdrawal of a tender, in our sole discretion, which determination shall be final and binding, subject to the rights of holders to challenge our determination in a court of competent jurisdiction.

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Neither we, Dealer Manager, the Information Agent, the Tender Agent, nor any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal of a tender or incur any liability for failure to give any such notification.

Certain Legal and Regulatory Matters

Except as set forth in this Offer to Purchase, we are not aware of any material filing, approval or other action by or with any governmental authority or administrative or regulatory agency that would be required for our acquisition of the Preferred Shares in the Offer.

Financial Advisor, Dealer Manager, Information Agent and Tender Agent

Financial Advisor

The Company’s board of directors has obtained an opinion from its Financial Advisor to the effect that, as of July 20, 2012, based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the review undertaken as set forth in the opinion, the Offer Price to be received by the holders of Preferred Shares in the Offer was fair from a financial point of view to such holders (without giving effect to any impact of the Offer on any particular stockholder other than in his, her or its capacity as a stockholder).

Dealer Manager

We have retained Wells Fargo to act as Dealer Manager in connection with the Offer. The Dealer Manager may contact brokers, dealers and other nominees and may provide information regarding the Offer to those that they contact or persons that contact them. The Dealer Manager will be paid a customary fee for its services as Dealer Manager. We also have agreed to reimburse the Dealer Manager for its reasonable out-of-pocket expenses incurred in connection with the Offer, and to indemnify the Dealer Manager against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws.

Information Agent and Tender Agent

D.F. King is serving as Information Agent in connection with the Offer. The Information Agent will assist with the mailing of this Offer to Purchase and related materials to holders of the Preferred Shares, respond to inquiries of and provide information to holders of the Preferred Shares in connection with the Offer, and provide other similar advisory services as we may request from time to time. Questions regarding the terms of the Offer, and requests for assistance or for additional copies of this Offer to Purchase and any other required documents, may be directed to the Information Agent at the address and telephone numbers set forth on the back cover of this Offer to Purchase.

We have also retained D.F. King as the Tender Agent. We will pay D.F. King reasonable and customary compensation for its services in connection with the Offer and reimburse it for its reasonable out-of-pocket expenses.

Soliciting Broker Fees

With respect to any tender of Preferred Shares where the aggregate amount of Preferred Shares being tendered by the tendering holder and its affiliates and family members (whether in a single tender or in multiple tenders) is 30,000 or fewer Preferred Shares, we will pay the applicable soliciting broker a fee equal to $0.125 for each Preferred Share that is validly tendered and not properly withdrawn and

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accepted for payment. In order to be eligible to receive the Soliciting Broker Fee, a properly completed Notice of Solicited Tenders must be delivered by the applicable soliciting broker to the Information Agent on or prior to the Expiration Date. We will, in our sole discretion, determine whether a soliciting broker has satisfied the criteria for receiving a Soliciting Broker Fee (including, without limitation, the submission of the appropriate documentation without defects or irregularities and in respect of bona fide tenders).

A soliciting broker is a retail broker designated in a valid Notice of Solicited Tenders that solicited or assisted in arranging a tender of Preferred Shares pursuant to the Offer and is: (i) a broker or dealer in securities and a member of a national securities exchange in the United States or of FINRA; or (ii) a bank or trust company located in the United States.

Soliciting brokers will be eligible to receive the Soliciting Broker Fee even when the activities of soliciting brokers in connection with the Offer consist solely of forwarding to clients materials relating to the Offer and tendering or arranging for the tender of Preferred Shares on behalf of the beneficial owners thereof. Each soliciting broker will be required to confirm that each holder of Preferred Shares that it solicits has received a copy of the Offer to Purchase or concurrently with such solicitation was provided with a copy of the Offer to Purchase. No soliciting broker is required to make any recommendation to holders of Preferred Shares as to whether to tender or refrain from tendering in response to the Offer. No assumption will be made, in paying the Soliciting Broker Fee to any soliciting broker, that the soliciting broker’s activities in connection with the Offer included any activities other than those described in this paragraph.

A soliciting broker is not entitled to a Soliciting Broker Fee:

• with respect to Preferred Shares beneficially owned by the soliciting broker or by any affiliate of the soliciting broker;

• with respect to Preferred Shares that are registered in the name of the soliciting broker, unless those Preferred Shares are held by the soliciting broker as a nominee and are tendered on behalf of the beneficial owner of those Preferred Shares;

• with respect to Preferred Shares tendered by the holder of record, for the account of that holder, unless the tendering holder designates the soliciting broker for this purpose in the Letter of Transmittal;

• with respect to Preferred Shares that for any reason are not accepted for payment and purchased pursuant to the Offer; or

• if the soliciting broker is an affiliate of (i) the Company or the Purchaser, (ii) any officer or director of the Company or manager of the Purchaser or (iii) any beneficial owner of 5% or more of the outstanding shares of the Company’s common stock.

Soliciting brokers should take care to ensure that proper records are kept to document their entitlement to any Soliciting Broker Fee. The Purchaser and the Information Agent reserve the right to require additional information at their discretion, as deemed warranted, to confirm such entitlement.

Rule 14e–4 “Net Long Position” Requirement

It is a violation of Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender securities for that person’s own account in a partial tender offer unless the person so tendering the

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securities (a) has a net long position equal to or greater than the aggregate amount of the securities being tendered and (b) will cause such securities to be delivered in accordance with the terms of the tender offer. Rule 14e-4 imposes a similar requirement in respect of the tender or guarantee of a tender on behalf of another person.

A tender of Preferred Shares in the Offer under any of the procedures described above will constitute the tendering holder’s representation and warranty that (a) such holder has a net long position in the Preferred Shares being tendered pursuant to the Offer within the meaning of Rule 14e-4 under the Exchange Act and (b) the tender of such Preferred Shares complies with Rule 14e-4.

The tender of Preferred Shares, pursuant to any of the procedures described above, will constitute a binding agreement between you and us upon the terms and subject to the conditions of the Offer.

Source and Amount of Funds

Assuming we purchase the Maximum Number of Shares, we will pay approximately $20.7 million for the Preferred Shares purchased through the Offer. In addition, we have agreed to pay the Dealer Manager, the Tender Agent and the Information Agent customary fees for their services in connection with the Offer. We have also agreed to reimburse the Dealer Manager, the Tender Agent and the Information Agent for certain of their respective out-of-pocket expenses and to indemnify them against certain liabilities, including liabilities under the federal securities laws. We will also pay the Soliciting Broker Fees in connection with the Offer.

The Offer is not conditioned on us or the Parent obtaining financing. We expect to have sufficient funds to purchase the Preferred Shares validly tendered and not properly withdrawn in the Offer up to the Maximum Number of Shares and to pay all related fees and expenses, and we intend to use the capital contribution of up to $21.5 million from the Parent to do so.

Fees and Expenses

We expect to incur reasonable and customary fees and expenses in connection with the Offer. We also will pay brokerage houses and other brokers, dealers, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of the Offer Documents to the beneficial owners of Preferred Shares and in handling or forwarding tenders of Preferred Shares by their customers.

In connection with the Offer, our officers, directors and employees may solicit tenders of Preferred Shares by use of the mails, personally or by telephone, facsimile, telegram, electronic communication or other similar methods. These officers, directors and employees will not be separately compensated for these services.

Tendering holders of the Preferred Shares will not be required to pay brokerage commissions to us, the Information Agent or the Tender Agent. Holders who tender their Preferred Shares through a broker, dealer or other nominee should inquire as to whether it charges any service fees.

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INFORMATION ABOUT THE PARENT AND THE PURCHASER

We are a Delaware limited liability company that was organized for the purpose of acquiring all of the tendered Preferred Shares and, to date, we have not engaged in any activities other than those incidental to the Offer. We are a wholly-owned subsidiary of the Parent, which also owns, indirectly, 100% of the outstanding common stock of the Company. Until immediately prior to the time we purchase Preferred Shares pursuant to the Offer, it is not anticipated that we will have any significant assets or liabilities or engage in activities other than those incidental to our formation and capitalization and the transactions contemplated by the Offer.

The Parent is a Maryland REIT organized to capitalize on opportunities in real estate markets through a value-enhancement investment strategy, acquiring real estate assets to improve operations and the potential for capital appreciation. The REIT currently owns a diversified portfolio of office, retail and multi-family properties located throughout the United States.

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INFORMATION ABOUT THE COMPANY

The Company is a REIT incorporated on June 16, 2005 under the laws of the State of Delaware. On September 27, 2005, CRT Properties, Inc. merged with and into the Company. The Company has two wholly-owned subsidiaries: CR-Decoverly LLC and CRTP OP LLC.

As of June 30, 2012, the Company owned the following 10 real estate investments consisting of office investments and land parcels, totaling approximately 4.5 million rentable square feet, located in 8 suburban office areas and 7 metropolitan areas in Florida, Georgia, Tennessee and Texas:

• Broward Financial Center, a 326,185 sq. ft. Class A office building in Downtown Fort Lauderdale, Florida;

• Germantown Center consisting of six buildings with 536,851 sq. ft. of Class A office space located in an office park campus in East Memphis, Tennessee;

• Signature Place, a 438,403 sq. ft. Class A office building located in North Dallas, Texas;

• Westchase Corporate Center, a 184,259 sq. ft. Class A office building located in Houston, Texas;

• University Office Park consisting of 21 buildings with 1,154,275 sq. ft. of Class B office space located in the Northlake submarket of Atlanta, Georgia;

• Lake Mary consisting of two buildings with 306,584 sq. ft. of Class A office space located in Orlando, Florida;

• 7777 Baymeadows Way, a 224,281 sq. ft. Class B office building located in the Butler/Baymeadows submarket of Jacksonville, Florida;

• JTB Center consisting of three buildings with 246,696 sq. ft. of Class A office space located in the Butler/Baymeadows submarket of Jacksonville, Florida;

• Orlando Central Center consisting of 21 buildings with 628,509 sq. ft. of Class B office space located in the 436 Corridor submarket of Orlando, Florida; and

• Atlantic Center Plaza, a 500,953 sq. ft. Class A office building located in the midtown submarket of Atlanta, Georgia.

The Company is not subject to SEC reporting. For information about the Company’s financial position and results of operations, see the Company’s consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America as of and for two years ended December 31, 2011 and 2010, attached hereto as Appendix A, and as of and for the three months ended March 31, 2012, attached hereto as Appendix B. The unaudited consolidated financial statements as of and for the three months ended March 31, 2012 were prepared on the same basis as the audited consolidated financial statements as of and for the two years ended December 31, 2011 and 2010, and, in the opinion of management, include all adjustments, which are normal and recurring in nature, necessary for the fair presentation of the periods shown. The operating results in any interim period are not necessarily indicative of the results that may be expected for any annual period.

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INTERESTS OF DIRECTORS, EXECUTIVE OFFICERS AND AFFILIATES

The following is a list of executive officers and directors of the Company:

Name Position

David Luski President and Chief Executive Officer and Director

Paul McEvoy Senior Vice President and Assistant Secretary and Director

Jean Marie Apruzzese Vice President and Secretary and Director

Brian T. Summers Vice President and Treasurer

Andrew E. Peltz Vice President and Assistant Secretary

The following is a list of managers of the Purchaser:

Name Position

David Luski President

Paul McEvoy Senior Vice President and Assistant Secretary

Jean Marie Apruzzese Vice President and Secretary

Brian T. Summers Vice President and Treasurer

Andrew E. Peltz Vice President and Assistant Secretary

David Gray Vice President

The following is a list of executive officers and members of the Board of Trustees of the Parent:

Name Position

David Luski President and Trustee

Brian T. Summers Vice President and Treasurer and Trustee

Paul McEvoy Senior Vice President and Assistant Secretary

Jean Marie Apruzzese Vice President and Secretary

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Name Position

Andrew E. Peltz Vice President and Assistant Secretary

David Gray Vice President

Neither the Parent, the Purchaser or the Company, nor to the best of our knowledge, any of executive officers, directors, affiliates or subsidiaries of the Parent, the Purchaser or the Company nor, to the best of our knowledge, any associates or subsidiaries of any of the foregoing, (a) owns any Preferred Shares, (b) has effected any transactions involving the Preferred Shares during the 60 days prior to the date of this Offer to Purchase, or (c) has advised us that they intend to participate in the Offer.

Neither the Parent, the Purchaser, the Company, nor, to the best of our knowledge any of the executive officers or directors of the Parent, the Purchaser or the Company has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Neither the Parent, the Purchaser, the Company nor, to the best of our knowledge, any of the executive officers or directors of the Parent, the Purchaser or the Company, during the past five years, has been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, United States federal or state securities laws, or a finding of any violation of United States federal or state securities laws.

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MARKET PRICES OF AND DIVIDENDS ON PREFERRED SHARES

Prices of the Preferred Shares may fluctuate greatly and holders are urged to obtain current information with respect to the market prices for the Preferred Shares. The Preferred Shares are quoted on the OTC Pink under the symbol “DCAQP.” On July 20, 2012, the last trading day prior to the date of this Offer to Purchase, the closing price per share of the Preferred Shares on the OTC Pink was $7.20 per share.

The following table sets forth, for the periods indicated, the high and low reported prices per share of the Preferred Shares:

Preferred Shares High Low Fiscal Year Ending December 31, 2012 Third Quarter (through July 20, 2012) $ 7.25 $ 7.00 Second Quarter $ 7.50 $ 6.55 First Quarter $ 7.95 $ 2.20 Fiscal Year Ended December 31, 2011 Fourth Quarter $ 18.75 $ 2.00 Third Quarter $ 19.00 $ 15.50 Second Quarter $ 18.25 $ 14.95 First Quarter $ 17.50 $ 13.50 Fiscal Year Ended December 31, 2010 Fourth Quarter $ 14.55 $ 12.50 Third Quarter $ 13.00 $ 10.50 Second Quarter $ 15.45 $ 11.25 First Quarter $ 15.50 $ 12.00 If the Offer is successfully completed, the extent of the market for Preferred Shares will depend upon the number of holders and the aggregate market value of the Preferred Shares, and the interest in maintaining a market in the Preferred Shares on the part of market makers and other factors.

The Company authorized 2,990,000 shares of 8-1/2% Series A Cumulative Redeemable Preferred Stock. As of each of June 30, 2012 and December 31, 2011, 1,646,563 Preferred Shares were outstanding. The holders of the Preferred Shares are entitled to dividends equal to 8.50% of the $25 stated liquidation preference per share, which is $2.125 per year per share. Dividends on the Preferred Shares are cumulative from the date of issuance and are payable quarterly. The Preferred Shares are not convertible into the Company’s common stock. During the three months ended March 31, 2011, the Company purchased and retired 19,500 of its outstanding Preferred Shares for approximately $0.3 million. For the year ended December 31, 2010, the Company purchased and retired 133,153 of its outstanding Preferred Shares for approximately $1.9 million. The Company may redeem the Preferred Shares, in whole or in part, at $25 per share plus accrued and unpaid dividends.

For the years ended December 31, 2011 and 2010, the Company paid approximately $2.6 million and $3.6 million and accrued approximately $0.9 million and $0.1 million in dividends on Preferred Shares, respectively. Effective December 15, 2011, the Company suspended the payment of dividends on the Preferred Shares in order to improve liquidity and preserve capital. Such suspension was continued for the quarterly dividends that would have been paid thereafter, including the dividend that would have been paid on June 15, 2012. As of July 20, 2012, the accrued and unpaid dividends on the Preferred Shares were $1.79 per share.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS DISCLOSURE IS NOT INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED BY ANY PERSON FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON YOU UNDER THE INTERNAL REVENUE CODE; (B) THE DISCUSSION HEREIN IS PROVIDED FOR THE PROMOTION OR MARKETING OF THE TRANSACTIONS DESCRIBED IN THIS OFFER TO PURCHASE; AND (C) YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. THIS DISCLOSURE IS MADE IN ACCORDANCE WITH THE RULES OF TREASURY DEPARTMENT CIRCULAR 230 GOVERNING STANDARDS OF PRACTICE BEFORE THE INTERNAL REVENUE SERVICE.

The following summary describes certain material United States (“U.S.”) federal income tax consequences relating to the Offer to stockholders whose Preferred Shares are validly tendered and not properly withdrawn pursuant to the Offer (the “holders”).

This summary is for general information purposes only and is not exhaustive of all of the U.S. federal income tax considerations that may be relevant to a decision to tender Preferred Shares pursuant to the Offer. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the applicable Treasury Regulations promulgated thereunder (including proposed and temporary regulations) (the “Treasury Regulations”), administrative pronouncements and judicial decisions, all as in effect as of the date hereof and all of which are subject to differing interpretations and change, possibly with retroactive effect. Such changes could materially and adversely affect the tax consequences to holders described below. No assurance can be given that the Internal Revenue Service (the “IRS”) would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. The company has not obtained, nor does it intend to obtain, a ruling from the IRS or any other federal, state or local agency or an opinion from counsel with respect to any of the tax issues affecting the company or its holders.

This summary addresses only Preferred Shares that are held as capital assets within the meaning of Section 1221 of the Code and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances or to certain types of holders subject to special treatment under the Code, including, without limitation, certain financial institutions, dealers in securities or commodities, traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt organizations, regulated investment companies, certain expatriates, “U.S. holders” (as defined below) whose functional currency is other than the U.S. dollar, persons subject to the alternative minimum tax, persons that hold Preferred Shares as a position in a “straddle” or as a part of a “hedging,” “conversion,” “constructive sale” or integrated transaction for U.S. federal income tax purposes or persons that received their Preferred Shares through the exercise of employee stock options or otherwise as compensation. In addition, except as otherwise specifically noted, this discussion applies only to “U.S. holders” (as defined below). This summary also does not address the state, local or foreign tax consequences of participating in the Offer.

For purposes of this discussion, a “U.S. holder” means:

• a citizen or individual resident of the U.S. or someone treated as a U.S. citizen or resident for U.S. federal income tax purposes;

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• a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S. or any State thereof or the District of Columbia;

• an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

• a trust (1) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all of its substantial decisions or (2) that has validly elected to be treated as a U.S. person for U.S. federal income tax purposes under applicable Treasury Regulations.

If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of Preferred Shares, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partners of partnerships holding Preferred Shares should consult their tax advisors.

THE FOREGOING SUMMARY OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. IT DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A HOLDER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND INCOME TAX SITUATION. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF PARTICIPATING OR NOT PARTICIPATING IN THE OFFER, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX LAWS (INCLUDING ESTATE AND GIFT TAX RULES) AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS, AS WELL AS THE APPLICATION UNDER ANY APPLICABLE TAX TREATY.

U.S. Holders

The purchase of Preferred Shares by the Purchaser in the Offer will be a taxable sale or exchange transaction for U.S. federal income tax purposes. As a consequence of the purchase, a U.S. holder will generally recognize capital gain or loss equal to the difference between the amount of cash received in the Offer and the U.S. holder’s adjusted tax basis in the Preferred Shares surrendered in exchange therefor. This gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period for the Preferred Shares that were sold exceeds one year as of the date of purchase by Purchaser in the Offer. Specified limitations apply to the deductibility of capital losses by U.S. holders. Gain or loss must be determined separately for each block of Preferred Shares (Preferred Shares acquired at the same cost in a single transaction) that is purchased by the Purchaser from a U.S. holder in the Offer.

Currently, the long-term capital gains rate is 15%, although the actual rates may be higher due to the phase out of certain tax deductions, exemptions and credits. After 2012, the maximum rate on long-term capital gains is scheduled to be 20%; however, given the uncertain economic conditions in the U.S. and the size of the federal deficit, tax rates are subject to change and prospective U.S. holders should consult their tax advisors.

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Non-U.S. Holders

The following general discussion applies to holders that are “non-U.S. holders.” A “non-U.S. holder” is a person or entity that, for U.S. federal income tax purposes, is a:

• non-resident alien individual, other than certain former citizens and residents of the U.S. subject to tax as expatriates;

• foreign entity (including, but not limited to an entity treated as a corporation or partnership for U.S. federal income tax purposes); or

• foreign estate or trust.

Special rules may apply to foreign entities that are treated as partnership for U.S. tax purposes. Foreign entities treated as partnerships for U.S. federal income tax purposes and partners in such entities should consult their tax advisors.

To the best of our knowledge, we believe that the Company currently should be, and we intend to continue to be, classified as a “domestically controlled qualified investment entity” such as a REIT. For these purposes, a “domestically controlled REIT” means a REIT in which, at all times during a specified testing period, less than 50% in value of the stock was held directly or indirectly by non-U.S. holders. Therefore, we intend to take the position that the Company is classified as a “domestically-controlled REIT” for purposes of the purchase of the Preferred Shares in the Offer. However, no assurance can be given that the Company has been and will continue to be classified as a “domestically-controlled REIT.” Provided that the Company is treated as a domestically controlled REIT, taxation of non-U.S. holders under the Foreign Investment in Real Property Tax Act of 1980, as amended (“FIRPTA”), generally will not apply to the Purchaser’s purchase of Preferred Shares, and the rest of this section is premised on that assumption. Non-U.S. holders should consult their tax advisors regarding the application of these rules in their specific circumstances.

The purchase of Preferred Shares by the Purchaser in the Offer should generally be characterized as a sale or exchange for U.S. federal income tax purposes with respect to a non-U.S. holder and, as a result, such holder generally will not be subject to U.S. federal income tax, including without limitation by way of withholding, on gain realized on the disposition of Preferred Shares in the Offer unless:

• the gain is otherwise effectively connected with a trade or business of the non-U.S. holder in the U.S., subject to reduction pursuant to an applicable income tax treaty for certain qualified tax residents; or

• the non-U.S. holder is an individual who was present in the U.S. for 183 days or more during the taxable year of the disposition and certain other conditions exist.

An individual who is present in the U.S. for less than 183 days in the taxable year of disposition may still be subject to U.S. taxation as a U.S. resident if he or she meets the “substantial presence test,” as defined in the Code, which generally considers the number of days the individual is present in the U.S. during the prior three years. This discussion assumes that no non-U.S. holder’s Preferred Stock is used, or held for use, in the conduct of a U.S. trade or business, and no non-U.S. holder is present in the U.S. for 183 days or more in the taxable year of disposition or otherwise satisfies the “substantial presence test.” All such non-U.S. holders should consult their own tax advisors regarding the U.S. federal income tax consequences of participating in the Offer.

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Stockholders That Do Not Participate in the Offer

Those stockholders that do not participate in the Offer should not incur any U.S. federal income tax liability as a result of the completion of the Offer.

Backup Withholding

Backup withholding of U.S. federal income tax at the current rate of 28% (rate to be determined for payments made after December 31, 2012) may apply to payments of gross proceeds under the Offer if you fail to provide a fully completed and signed IRS Form W-9 to the Tender Agent with a valid taxpayer identification number (or otherwise establishes an exemption), an appropriate IRS Form W-8, or if Purchaser is instructed to withhold by the IRS. Any amounts withheld from a payment to a U.S. holder under the backup withholding rules are allowable as a refund or credit against the holder’s U.S. federal income tax liability, provided that the required information is furnished to the IRS in a timely manner. See “The Offer—Acceptance for Payment and Payment for Preferred Shares.”

Holders are urged to consult their tax advisors to determine the particular tax consequences to them of participating in the Offer, including the applicability and effect of state, local, foreign and other tax laws and the possible effects of changes in U.S. federal or other tax laws.

36

MISCELLANEOUS

We are not aware of any jurisdiction in which the making of the Offer is not in compliance with applicable law. If we become aware of any jurisdiction in which the making of the Offer would not be in compliance with applicable law, we will make a good faith effort to comply with any such law. If, after such good faith effort, we cannot comply with any such law, the Offer will not be made to (nor will tenders of Preferred Shares be accepted from or on behalf of) the stockholders residing in such jurisdiction.

No person has been authorized to give any information or make any representation on our behalf not contained in this Offer to Purchase or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized. No person has been authorized to make any recommendation on our behalf as to whether holders of Preferred Shares should tender their Preferred Shares in the Offer.

DRA CRT Acquisition Corp and SubsidiariesConsolidated Financial Statements December 31, 2011 and 2010

DRA CRT Acquisition Corp and Subsidiaries Contents Consolidated Financial Statements December 31, 2011 and 2010

Page(s)

Independent Auditors’ Report ........................................................................................................................... 1

Audited Consolidated Financial Statements

Consolidated Balance Sheets ................................................................................................................................. 2

Consolidated Statements of Operations ................................................................................................................. 3

Consolidated Statements of Changes in Equity ..................................................................................................... 4

Consolidated Statements of Cash Flows ............................................................................................................... 5

Notes to Consolidated Financial Statements ................................................................................................... 6-17

Independent Auditors’ Report To the Members of DRA CRT Acquisition Corp and Subsidiaries We have audited the accompanying consolidated balance sheets of DRA CRT Acquisition Corp and Subsidiaries (the “Company”) as of December 31, 2011 and 2010, and the related consolidated statements of operations, changes in equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of DRA CRT Acquisition Corp and Subsidiaries as of December 31, 2011 and 2010, and the consolidated results of their operations and their consolidated cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

May 9, 2012

DRA CRT Acquisition Corp and SubsidiariesConsolidated Balance SheetsDecember 31, 2011 and 2010(In Thousands)

2011 2010Assets

Real estate investmentsOperating properties

Land 103,520$ 106,083$ Building and building improvements 499,018 511,449 Furniture, fixtures and equipment 712 691 Tenant improvements 67,438 59,462

670,688 677,685 Accumulated depreciation and amortization (123,891) (106,774) Operating properties, net 546,797 570,911

Undeveloped land held for investment 5,526 9,106 Total real estate 552,323 580,017

Cash and cash equivalents 10,299 11,879 Restricted cash 34,655 28,886 Tenant and other receivables, net of allowance for doubtful accounts of $777 in 2011 and

$1,247 in 2010 2,928 5,614 Prepaid expenses and other assets 755 672 Acquired in-place leases, net of accumulated amortization of $47,984 in 2011 and $38,511 in 2010 8,811 13,981 Deferred financing and leasing costs, net of accumulated amortization of $13,524 in 2011

and $21,855 in 2010 14,146 12,511 Deferred rent receivable, net of allowance for doubtful accounts of $389 in 2011

and $384 in 2010 8,075 8,299

Total assets 631,992$ 661,859$

LiabilitiesMortgages and loans payable, net of unamortized discount of $8 in 2011 and $10 in 2010 453,700$ 468,029$ Acquired net below market leases, net of accumulated amortization of $7,531 in 2011

and $5,881 in 2010 1,723 2,558 Accounts payable, accrued expenses and other liabilities 8,136 8,289 Interest payable 1,911 1,959 Accrued real estate tax payable 2,230 2,482 Advance rents and security deposits 5,222 5,000 Total liabilities 472,922 488,317

Commitments and contingencies (Note 8)

EquityDRA CRT Acquisition Corp stockholders' equity

Preferred stock, Series A 8.5%, $0.01 par value, 2,990,000 shares issued and 1,646,563 outstanding in 2011, $25.00 per share liquidation value and 1,666,063 outstanding in 2010, $25.00 per share liquidation value 41,164 41,652

Common stock $.01 par value, 100,000,000 authorized to be issued and 100 sharesissued and outstanding in 2011 and 2010, respectively - -

Additional paid-in capital 401,513 395,156 Accumulated deficit (284,900) (265,607)

Total DRA CRT Acquisition Corp stockholders' equity 157,777 171,201 Noncontrolling interest in consolidated subsidiaries 1,293 2,341

Total equity 159,070 173,542

Total liabilities and equity 631,992$ 661,859$

The accompanying notes are an integral part of these consolidated financial statements.2

DRA CRT Acquisition Corp and SubsidiariesConsolidated Statements of OperationsYears Ended December 31, 2011 and 2010(In Thousands)

2011 2010

RevenuesRental revenue 75,129$ 77,912$ Escalations and reimbursements 5,230 5,495 Other income 943 1,998

Total revenues 81,302 85,405

ExpensesDepreciation and amortization 30,457 34,430 Property operations 22,234 21,601 Real estate taxes 8,968 8,736 Management fees 3,690 3,754 General and administrative 2,395 2,697 Impairment losses - 521 Bad debt (recovery) expense (400) 366

Total operating expenses 67,344 72,105

Operating income 13,958 13,300

Other income (expenses)Interest expense (23,499) (21,764) Extinguishment of debt - (384) Interest income 72 52

Total other expenses (23,427) (22,096)

Loss from continuing operations (9,469) (8,796)

Discontinued operationsLoss from discontinued operations (462) (10,267) (Loss) gain on disposal of discontinued operations (1,724) 92,439

(Loss) income from discontinued operations (2,186) 82,172

Net (loss) income (11,655) 73,376

Less: Net loss attributable to noncontrolling interest in consolidated subsidiaries 969 154

Net (loss) income attributable to DRA CRT Acquisition Corp (10,686) 73,530

Dividends to preferred stockholders (3,499) (3,612)

Gain on redemption of preferred stock 186 1,463

Net (loss) income to common stockholder of DRA CRT Acquisition Corp (13,999)$ 71,381$

The accompanying notes are an integral part of these consolidated financial statements.

3

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DRA CRT Acquisition Corp and SubsidiariesConsolidated Statements of Cash FlowsYears Ended December 31, 2011 and 2010

(In Thousands)

2011 2010

Cash flows from operating activitiesNet (loss) income (11,655)$ 73,376$ Adjustments to reconcile net (loss) income to net cash provided by

operating activities:Depreciation and amortization 31,286 49,717 Amortization of above and below market leases (834) (2,050) Amortization of mortgage discount 2 2 Bad debt (recovery) expense 388 715 Loss on derivative instrument - 137 Loss (gain) on disposal of discontinued operations 1,724 (92,439) Real estate impairment - 521 Increase (decrease) in cash attributable to changes in operating assets and liabilities:

Tenant and other receivables 2,297 (2,761) Prepaid expenses and other assets (83) 430 Deferred rent receivable (296) 1,167 Accounts payable, accrued expenses and other liabilities (2,493) (2,916) Interest payable 683 15,339 Accrued real estate tax payable (252) (4,972) Advance rents and security deposits 223 (1,810)

Net cash provided by operating activities 20,990 34,456

Cash flows from investing activitiesCash paid to restricted accounts, net (5,769) (16,219) Cash paid on deconsolidation of real estate investments - (12,657) Expenditures for improvements (11,179) (7,125) Proceeds from disposition of real estate 17,083 211,853 Leasing costs paid (6,523) (7,256)

Net cash (used in) provided by investing activities (6,388) 168,596

Cash flows from financing activitiesRepayment of mortgage notes payable (21,062) (210,771) Proceeds from mortgage notes payable 6,000 - Dividends paid to common stockholder (4,474) (5,600) Additional paid-in capital 6,357 14,522 Dividends paid to preferred stockholders (2,622) (3,612) Distributions paid to noncontrolling interest (79) (105) Redemption of preferred stock (302) (1,866)

Net cash used in financing activities (16,182) (207,432)

Net decrease in cash and cash equivalents (1,580) (4,380) Cash and cash equivalents at beginning of year 11,879 16,259 Cash and cash equivalents at end of year 10,299$ 11,879$

Supplemental disclosures of cash flow informationCash paid during the year for interest 38,275$ 44,407$

Supplemental disclosures of non-cash flow informationExpenditures for improvements included in accrued expenses (1,783)$ (1,140)$ Deferred financing costs included in accrued expenses -$ (857)$ Transfer of assets and liabilities to receivership/lender on deconsolidation

Real estate, net -$ 160,789$ Mortgage payable -$ (180,900)$ Other assets/liabilities, net -$ (19,758)$

Non-cash dividend to common stockholder (820)$ -$

Preferred dividends accrued (877)$ (100)$

The accompanying notes are an integral part of these consolidated financial statements.5

DRA CRT Acquisition Corp and Subsidiaries Notes to Consolidated Financial Statements Years Ended December 31, 2011 and 2010

6

1. Organization

DRA CRT Acquisition Corp (the “REIT”), is a Real Estate Investment Trust and was formed on June 16, 2005 under the laws of the State of Delaware. The REIT owns 100% of two subsidiaries, CR-Decoverly LLC (“Decoverly”) and CRTP OP LLC (“CRTP”). The REIT, Decoverly and CRTP are collectively herein referred to as the “Company.” As of December 31, 2011, the Company owned 10 real estate investments consisting of office investments and 4 land parcels, totaling approximately 4.5 million rentable square feet, located in 8 suburban office areas and 7 metropolitan areas in Florida, Georgia, Tennessee and Texas.

On March 30, 2011, Decoverly sold its last real estate investment, a vacant land parcel located in Rockville, Maryland, for $4.6 million. The vacant land did not have a mortgage and therefore no proceeds were used to repay debt by the Company at the date of sale. The Company recognized a gain of approximately $0.9 million on the sale for the year ended December 31, 2011.

On February 5, 2010, the Company sold the Parks at Windward Concourse, one of the Company’s properties located in Forsyth County, Georgia, for $16.7 million. As a result of the sale, the Company repaid the $11.4 million non-recourse loan with Wells Fargo Bank, N.A. in February 2010. The Company recognized a loss of approximately $1 million on the sale for the year ended December 31, 2010.

On March 15, 2010, the Company sold the Landstar building, located in Jacksonville, FL for $21.1 million. As a result of the sale, the Company repaid the $20.9 million non-recourse loan with Wells Fargo Bank, N.A. in March 2010. The Company recognized a gain of approximately $1 million on the sale for the year ended December 31, 2010.

On April 23, 2010, the Company purchased for $100, the 33.33% interest in Signature Place located in Dallas, Texas, from the non-controlling member.

On October 29, 2010, the Company completed a deed in lieu of foreclosure on the University Center and Decoverly Center, two of the Company’s properties located in Charlotte, North Carolina and Rockville, Maryland, respectively, with the lender (Note 4). The Company recognized a gain of approximately $1.5 million on this transaction for the year ended December 31, 2010.

On December 20, 2010, the Company sold the Lakes on Post Oaks, one of the Company’s properties located in Houston, Texas, for $174.2 million. As a result of the sale, the Company repaid the $165 million non-recourse loan with JP Morgan Chase Bank, N.A. (Note 4) in December 2010. The Company recognized a gain of approximately $60 million on the sale for the year ended December 31, 2010.

On December 9, 2010 and December 20, 2010, as a result of the default under the mortgage loan with JP Morgan Chase Bank, N.A. (Note 4), a receiver appointed by the State of Florida circuit courts completed taking possession and full control of Freedom Commerce Centre (Jacksonville Baymeadows) and Orlando University, respectively. As a result, the Company deconsolidated Freedom Commerce Centre and Orlando University and its related assets and liabilities from the consolidated financial statements and a gain of approximately $30.7 million was recognized for the year ended December 31, 2010. This gain represents the difference between the book value of the debt, interest payable and other obligations of the Company over the net book value of the property and any other assets transferred to the receiver. There were no cash proceeds associated with such a gain. On March 28, 2011 and July 5, 2011, the foreclosure process on the Freedom Commerce Centre and Orlando University, respectively, was completed and title was transferred.

DRA CRT Acquisition Corp and Subsidiaries Notes to Consolidated Financial Statements Years Ended December 31, 2011 and 2010

7

On June 22, 2011, the Company sold Atlanta Perimeter Center, located in Dekalb, Georgia, for $13.3 million. As a result of the sale, the Company repaid a portion of the third tranche mortgage loan with JP Morgan Chase Bank N.A. of approximately $12.6 million (Note 4). The Company recognized a loss of approximately $2.6 million on the sale for the year ended December 31, 2011.

2. Summary of Significant Accounting Policies

Principles of Consolidation The accompanying consolidated financial statements include the accounts of the REIT and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Consolidation of a majority-owned subsidiary is precluded where control does not rest with the majority owners. Accordingly, the Company deconsolidates a subsidiary when the real estate owned by the subsidiary becomes subject to control of a court, administrator or regulator and the Company effectively loses control of operating the real estate. When deconsolidating, the Company recognizes a gain or loss in net income measured as the difference between the fair value of consideration received and the carrying amount of assets and liabilities of the subsidiary being deconsolidated. The related operations of deconsolidated subsidiaries are reported as 2010 discontinued operations in the accompanying statement of operations.

Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. These estimates are based on historical experience and various other factors that are believed to be reasonable under the circumstances. However, actual results could differ from the Company’s estimates under different assumptions or conditions. On an ongoing basis, the Company evaluates the reasonableness of its estimates. Real Estate Investments Rental property and improvements are included in “Real estate investments” and are stated at lower of cost less depreciation or fair value. Expenditures for ordinary maintenance and repairs are expensed to operations as they are incurred. Significant improvements, which improve or extend the useful life of the assets, are capitalized.

Business Combinations

At the time of the purchase of a property, the Company allocates the purchase price to acquired tangible and identifiable intangible assets, including land, buildings, tenant improvements, above and below market leases, in-place leases, other assets and assumed liabilities in accordance with ASC 805-10. The allocation of the purchase price to tangible assets (buildings and land) is based upon management’s determination of the fair value of the property as if it were vacant using discounted cash flow models. Factors considered by management include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. The allocation to identifiable intangible assets is based upon various factors including the above or below market component of in-place leases, the value of in-place leases and the value of customer relationships, if any. The value allocable to the above or below market component of an acquired in-place lease is determined based upon the present value (using an interest rate which reflects the risks associated with the lease) of the difference between (i) the contractual

DRA CRT Acquisition Corp and Subsidiaries Notes to Consolidated Financial Statements Years Ended December 31, 2011 and 2010

8

amounts to be paid pursuant to the lease over its remaining term, and (ii) management’s estimate of the amounts that would be paid using current fair market rates over the remaining term of the lease. Other intangible assets acquired include amounts for in-place lease values which are based on management’s evaluation of the specific characteristics of each tenant’s lease. Factors considered by management in its analysis of in-place lease values include an estimate of carrying costs during the hypothetical expected time it would take management to find a tenant to lease the space for the existing lease term (a “lease-up period”) considering current market conditions, and costs to execute similar leases. Management estimates carrying costs, including such factors as real estate taxes, insurance and other operating expenses during the expected lease-up period, considering current market conditions and costs to execute similar leases. In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses. The value of acquired in-place leases is recorded as a component of amortization expense over the remaining initial terms of the respective leases. Differing assumptions and methods could have resulted in different estimates of fair value and, thus, a different purchase price allocation and corresponding increase or decrease in depreciation and amortization expense. Depreciation and Amortization The Company computes depreciation on its building and building improvements, and furniture, fixtures and equipment using the straight-line method based on estimated useful lives, which generally range from 3 to 60 years. Tenant improvements are amortized as an expense over the remaining life of the lease or charged against earnings if the lease is terminated prior to its contractual expiration date. The values of above market leases are amortized as a reduction of rental income over the remaining non-cancelable term of the lease. The values of below market leases are amortized as an increase to rental income over the initial term and any fixed-rate renewal period of the associated lease. The value associated with in-place leases and tenant relationships is amortized as a leasing cost over the initial term of the respective leases and any probability-weighted renewal periods. As of December 31, 2011 and 2010, the weighted average of the initial term and any probability-weighted renewal periods is 4.8 years and 4.7 years, respectively. If a tenant vacates its space prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangibles will be written-off. Impairment and Disposal of Long-Lived Assets The Company applies ASC 360 to account for the impairment or disposal of long-lived assets. In accordance with ASC 360-10, the results of operations of real estate held for sale, real estate sold and real estate deconsolidated due to loss of control during the year are presented in discontinued operations. The Company no longer records depreciation or amortization on assets held for sale. The Company reviews its long-lived assets and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the future undiscounted cash flows expected to be generated by the asset. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the asset’s fair value. Assets classified as held for sale are reported at the lower of their carrying amount or fair value less cost to sell. The Company’s determination of fair value is based on inputs management believes are consistent with those that market participants would use. Estimates are significantly impacted by estimates of sales price, selling velocity, sales incentives, construction costs and other factors. Due to uncertainties in the estimation process, actual results could differ from such estimates. For the year ended December 31, 2011, the Company did not recognize an impairment loss. For the year ended December 31, 2010, the Company recognized an impairment loss on undeveloped land of approximately $0.5 million.

DRA CRT Acquisition Corp and Subsidiaries Notes to Consolidated Financial Statements Years Ended December 31, 2011 and 2010

9

Concentration of Credit Risk The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. At December 31, 2011, there were cash and cash equivalents with five financial institutions in excess of Federal Deposit Insurance Corporation (“FDIC”) insured limits. Deposits in excess of FDIC insured limits was approximately $1 million as of December 31, 2011.

Restricted Cash

Restricted cash represents amounts contractually placed in escrow for purposes of making payments for property operations, debt service, future building improvements, tenant improvements, leasing commissions, real estate taxes and insurance. Included in restricted cash are cash flows from operations of certain real estate investments which are required to be used to repay the principal outstanding on certain mortgage loans (See Note 3).

Tenant Receivables and Allowances for Doubtful Accounts Tenant receivables consist of receivables from tenants for rent and other charges, recorded according to the terms of their leases. The Company maintains an allowance for doubtful accounts for estimated losses due to the inability of its tenants to make required payments for rents and other rental services. In assessing the recoverability of these receivables, the Company makes assumptions regarding the financial condition of the tenants based primarily on past payment trends and certain financial information that tenants submit to the Company. As of December 31, 2011 and 2010, allowance for doubtful accounts amounted to approximately $777,000 and $1.2 million, respectively. The Company may or may not require collateral for tenant receivables. Revenue Recognition Rental revenue is recognized on a straight-line basis over the term of the lease. The excess of rents recognized over amounts contractually due pursuant to the underlying leases is included in deferred rent receivable on the accompanying balance sheets. The Company establishes, on a current basis, an allowance for future potential tenant credit losses which may occur against this account. The deferred rent receivable reflected on the balance sheets is net of such allowance.

In addition to base rent, tenants also generally will pay their pro rata share of increases in real estate taxes and operating expenses for the building over a base year. In certain leases, in lieu of paying additional rent based upon increases in building operating expenses, the tenant will pay additional rent based upon increases in the consumer price index over the index value in effect during a base year. In addition, certain leases contain fixed percentage increases over the base rent to cover escalations.

Deferred Financing and Leasing Costs Deferred leasing costs consist of legal fees and brokerage costs incurred to initiate and renew operating leases and are amortized on a straight-line basis over the related lease term.

Deferred financing costs represent commitment fees, legal and other third party costs associated with obtaining commitments for financing which result in a closing of such financing. These costs are amortized over the terms of the respective loan agreements. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions which do not close are expensed in the period in which it is determined that the financing will not close. Income Taxes The Company files income tax returns in the U.S. Federal and state jurisdictions. Generally, the Company is subject to examination by Federal, state and local authorities for a period of three years from the later of the due date of such returns or the actual date the returns were filed.

DRA CRT Acquisition Corp and Subsidiaries Notes to Consolidated Financial Statements Years Ended December 31, 2011 and 2010

10

The REIT has made an election to be taxed as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code. As a real estate investment trust, the REIT generally will not be subject to Federal income tax. To maintain qualifications as a real estate investment trust, the REIT must distribute at least 90% of its taxable income to its members and meet certain other requirements under the Internal Revenue Code. If the REIT fails to qualify as a real estate investment trust in any taxable year, the REIT will be subject to Federal income tax at regular corporate rates on its taxable income. Even if the REIT qualifies for taxation as a real estate investment trust, the REIT may be subject to certain state and local taxes on its income and property and to Federal income and excise taxes on its undistributed income.

The Company evaluates its tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax provisions are more-likely-than-not of being sustained upon examination by the applicable tax authority, based on the technical merits of the tax position, and then recognizing the tax benefit that is more-likely-than-not to be realized. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current reporting period.

Fair Value Measurements The Company applies ASC 820-10 for fair value measurement. ASC 820-10 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820-10 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.

ASC 820-10 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820-10 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets and liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset and liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at the commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset and liability; which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset and liability.

Fair Value Measurements on a Nonrecurring Basis Non-financial assets measured at fair value on a nonrecurring basis consist of operating properties,

properties held for sale and undeveloped land that have been impaired. See “Impairment and Disposal of Long-Lived Assets” for the details of impairment loss recognized during 2010. The fair values of these assets are determined using widely accepted valuation techniques, including (i) discounted cash flow

DRA CRT Acquisition Corp and Subsidiaries Notes to Consolidated Financial Statements Years Ended December 31, 2011 and 2010

11

analysis, which considers, among other things, leasing assumptions, growth rates, discount rates and terminal capitalization rates, (ii) income capitalization approach, which considers prevailing market capitalization rates and (iii) comparable sales activity. In general, multiple valuation techniques are considered when measuring fair value. However, in certain circumstances, a single valuation technique may be appropriate. The tables below aggregate the fair values of these assets by the levels in the fair value hierarchy.

(In Thousands)Quoted Prices Significant

In Active Other SignificantMarkets for Observable Unobservable

Identical Assets Inputs Inputs TotalDescription Total (Level 1) (Level 2) (Level 3) Losses

Undeveloped landheld for investment 979$ -$ -$ 979$ (521)$

As of December 31, 2010Fair Value Measurements Using

Fair Value of Financial Instruments Based on the estimated market interest rates available to the Company of approximately 4.50% and 5.94%, the fair value of the Company’s mortgages and loans payable is approximately $452.6 million and $462.4 million as of December 31, 2011 and 2010, respectively. The carrying amount of the Company’s cash and cash equivalents, tenant and other receivables, accounts payable and other liabilities is a reasonable estimate of fair value of these instruments.

Risk and Uncertainties The Company and its investments are operating in a challenging and uncertain economic environment. Real estate companies continue to be affected by declines in real estate values and reduction in the willingness of financial institutions to make new loans and refinance or extend existing loans on the same terms and conditions. There is no guarantee that leverage will continue to be available to the Company for some of its real estate investments, or if available, will be available on terms and conditions acceptable to the Company. Unfavorable market conditions also could increase funding costs, limit access to the capital markets or results in a decision by lenders not to extend credit to the Company. In addition, market conditions may have adverse consequences in instances where the Company borrowed money based on fair value of real estate collateralizing the financing.

In the normal course of business, the Company and its investments encounter economic risk, including interest rate risk, credit risk and market risk. Interest rate risk is the result of movements in the underlying variable component of mortgage rates. Credit risk is the risk of default on the Company’s real estate investments that results from either an underlying tenants’ or buyer’s inability or unwillingness to make contractually required payments. Market risk reflects changes in the operations and valuation of real estate assets and corresponding debt held by entities in which the Company has invested in.

DRA CRT Acquisition Corp and Subsidiaries Notes to Consolidated Financial Statements Years Ended December 31, 2011 and 2010

12

3. Mortgage and Loans Payable

The Company had non-recourse loans with an original principal of $630 million payable to JP Morgan Chase Bank, N.A. (“Lender”). These loans were divided in 3 tranches.

The first tranche, with principal amount of $181 million had a maturity date of October 1, 2010 and bore monthly interest at a fixed rate of 5.35%. On October 29, 2010, the Company completed a deed in lieu of foreclosure on the University Center and the Decoverly Center, two of the Company’s properties located in Charlotte, North Carolina and Rockville, Maryland, respectively, with the lender, which secured this property, decreasing the loan to $137 million. In December 2010, receivers appointed by the State of Florida circuit courts completed taking possession and full control of operating Freedom Commerce Centre (Jacksonville Baymeadows) and Orlando University, which were properties cross-collateralizing this loan. As a result, the Company deconsolidated its investment in Freedom Commerce Centre and Orlando University and derecognized these properties and the remainder of the associated debt related to the first tranche.

The second tranche, with principal amount of $138 million which was outstanding at December 31, 2010, was amended on June 21, 2010 to extend the maturity date to October 1, 2012. As of December 31, 2011, the outstanding loan balance is $137.3 million. The loan bears monthly principal and interest payments, at a fixed rate of 5.35%. The Company is required to make payments of all excess cash flow to the Lender, whereby 75% of the excess cash flow from the properties securing this part of the loan will be held in a restricted account designated for future tenant improvements and leasing commissions and the remaining 25% will be applied to the unpaid principal balance of the loan. The loan is cross-collateralized by three properties. The loan can be prepaid in full by the Company prior to maturity without penalty. The Company is required to maintain a minimum debt service coverage ratio and maintain a minimum of $1.5 million in a reserve account to comply with the covenant requirements of this loan. The Company has the option to extend this loan for six months upon meeting the conditions of the loan agreement, which are a minimum debt service coverage ratio of 1.25:1, and an occupancy rate of at least 80%.

The third tranche consisted of a mortgage loan and mezzanine loan for $275 million and $36 million, respectively. On December 20, 2010, the mortgage and mezzanine loans were amended extending the maturity to October 9, 2012, with a repayment of $165 million decreasing the mortgage loan to $110 million, which was outstanding as of December 31, 2010 (Note 1). As of December 31, 2011 and 2010, the $36 million was outstanding on the mezzanine loan. The mortgage and mezzanine loans are cross-collateralized by three properties. On June 22, 2011, the Company sold one of the collateralizing properties and paid down the outstanding principal balance of the mortgage loan (Note 1). At December 31, 2011, the outstanding balance of the mortgage loan was $92.5 million. The Company may prepay the remaining principal balance on any scheduled payment date until maturity without penalty. The mortgage and mezzanine loans bear interest at LIBOR plus 3.72% and 3.54% as of December 31, 2011 and 2010, respectively. The LIBOR rate for this loan was 0.28% and 0.26% as of December 31, 2011 and 2010, respectively. Commencing November 25, 2010, cash flows from properties collateralizing the third tranche are used to fund a restricted account up to $15.5 million. Thereafter, all cash flows from operations of the collateralized properties are required to be used to repay the principal outstanding on the mortgage loan. The Company is required to maintain a minimum debt service coverage ratio to comply with the covenant requirement of the loan. The Company has the option to extend this loan for twelve months if the Company makes a principal payment on the loan on or before October 9, 2012 in an amount equal to the lesser of (i) 10% of the then outstanding principal balance of the debt or (ii) $7,500,000, and payment of an extension fee.

DRA CRT Acquisition Corp and Subsidiaries Notes to Consolidated Financial Statements Years Ended December 31, 2011 and 2010

13

As of December 31, 2011 and 2010, the Company has a non-recourse senior mortgage loan with principal amount outstanding of $78 million and $79 million, respectively, which was provided by Metropolitan Life Insurance Company. The senior mortgage loan bears interest monthly at a fixed rate of 5.49% through January 1, 2010. Beginning February 1, 2010, monthly principal and interest payments are due, with all remaining principal due on January 1, 2015. At December 31, 2010, the Company had a non-recourse second mortgage loan with an original amount of $12.5 million which was provided by Metropolitan Life Insurance Company. On November 1, 2010, the second mortgage loan was amended extending the second mortgage loan maturity to January 1, 2015, with a repayment of $6.5 million decreasing the second mortgage loan principal to $6 million. In October and November 2011, the Company received two $3 million advances from the lender, increasing the second mortgage loan principal to $12 million. At December 31, 2011 and 2010, the outstanding second mortgage loan balance was $12 million and $6 million, respectively. The Company can prepay the second mortgage loan in full with a prepayment fee of 1% of the outstanding principal balance. All cash flow from operations of the property collateralizing the loan is required to be used to fund a restricted account. 50% of excess funds, if any, remaining on deposit in the restricted account after debt service and operating expenses are paid will be released to the Company. The release of funds to the Company will not exceed $600,000 per annum for the first two years of the loan. The first year ends October 31, 2011 and the second ends October 31, 2012. There will be no release of funds from the restricted account disbursed to Company after October 31, 2012. The senior mortgage and second mortgage loans are collateralized by one property and restricted cash accounts. The second mortgage loan bears interest monthly at a fixed rate of 7.50%. All remaining principal is due on January 1, 2015. The Company recognized a loss of approximately $60,000 for the year ended December 31, 2010, as this second mortgage loan was substantially modified.

As of December 31, 2011 and 2010, the Company has a non-recourse loan with principal amount outstanding of $13.4 million and $13.5 million, respectively, which was provided by Nomura Credit and Capital. The loan is collateralized by one property. The loan bears monthly principal and interest payments, at a fixed rate of 5.55%, with all remaining principal due on August 11, 2014.

The Company has a non-recourse loan with an original amount of $15.2 million with Nomura Credit and Capital. As of December 31, 2011 and 2010, the outstanding balance on this loan was $14.7 million and $14.9 million, respectively. The loan is collateralized by one property. The loan bears monthly principal and interest payments, at a fixed rate of 5.39%, with all remaining principal due on September 11, 2014.

The Company entered into a $21.5 million non-recourse loan during 2007 with Wells Fargo Bank, N.A., which was collateralized by one property. The Company sold the property on March 15, 2010 and repaid the loan (Note 1).

The Company has a non-recourse loan with an original amount of $28.8 million, which was provided by New York Life Insurance Company. On May 5, 2010, the loan was amended extending the loan maturity to May 9, 2013, with a repayment of $2.6 million decreasing the loan to $26.2 million, which was outstanding as of December 31, 2011 and 2010, respectively. Beginning on May 10, 2011, through August 9, 2012, the Company may prepay this loan in full with a prepayment fee of 1% of the outstanding principal balance. After August 9, 2012, the loan may be prepaid in advance of its term with no prepayment fee. The loan bears monthly interest at variable rate of LIBOR plus 5.0% (the minimum LIBOR rate for this loan is 1.5% and the maximum LIBOR rate is 3.5%) through the date of maturity. The loan is collateralized by one property and is guaranteed up to $5.2 million by DRA Growth & Income Fund V LLC. The Company recognized a loss of approximately $324,000 for the year ended December 31, 2010, as this loan was substantially modified.

DRA CRT Acquisition Corp and Subsidiaries Notes to Consolidated Financial Statements Years Ended December 31, 2011 and 2010

14

The Company has a non-recourse loan with an original amount of $46.5 million, which was provided by JP Morgan Chase Bank, N.A. On February 1, 2012, the loan was amended extending the loan maturity to April 1, 2012. At December 31, 2011 and 2010, the outstanding balance on this loan was $42.1 million and $43.5 million, respectively. The loan is collateralized by one property. All excess cash flows from the operations of the properties collateralizing this loan are required to be used to pay down the principal outstanding. The Company has maintained a restricted account with a cash balance of $3.0 million and $5.9 million as of December 31, 2011 and 2010, respectively, as additional security for payment of this loan. This loan bears monthly interest at a fixed rate of 4.84% with all principal due on April 1, 2012. As of April 1, 2012, the loan was in default, due to failure to meet principal and interest obligations upon maturity. As of April 30, 2012, management is in discussions with a special servicer with regards to the default.

The Company has a $1.0 million non-recourse loan outstanding at December 31, 2011 and December 31, 2010 with the Inman Family Trust. The loan is collateralized by one land parcel. This interest-only loan bears monthly interest at a fixed rate of 8.00%, with all principal due on December 31, 2011. At December 31, 2011, this loan was in default, due to nonpayment of interest and principal due upon maturity. As of April 30, 2012, management is in discussions with the Trustees of the Inman Family Trust to complete a foreclosure or transfer the deed in lieu of foreclosure.

The Company had an $11.4 million non-recourse loan with Wells Fargo Bank, N.A., which was collateralized by one property. The Company sold the Parks at Windward Concourse on February 5, 2010 and repaid the loan (Note 1).

The annual maturities of mortgages and loans payable as of December 31, 2011, are summarized as follows:

(In Thousands)

2012 311,201$ 2013 27,989 2014 28,444 2015 86,074

453,708 Less discount (8)

453,700$

4. Acquired In-Place and Net Below Market Leases

For the years ended December 31, 2011 and 2010, the Company recognized a net increase of approximately $0.8 million and $2.0 million, respectively, in rental revenue for the amortization of acquired net below market leases, net of acquired net above market leases (“acquired net below market leases”). The Company recognized approximately $3.9 million and $8.0 million in leasing cost for amortization of acquired in-place leases for the years ended December 31, 2011 and 2010, respectively.

DRA CRT Acquisition Corp and Subsidiaries Notes to Consolidated Financial Statements Years Ended December 31, 2011 and 2010

15

Future amortization of acquired in-place leases and acquired net below market leases for each of the next five years and thereafter is estimated as follows:

Acquired Acquired NetIn-Place Below MarketLeases Leases

(In Thousands) (In Thousands)

2012 2,956$ 850$ 2013 1,919 804 2014 1,167 587 2015 1,018 (85) 2016 720 (85) Thereafter 1,031 (348)

8,811$ 1,723$

5. Deferred Financing and Leasing Costs Deferred costs consist of the following (in thousands):

2011 2010

Financing costs 5,362$ 14,665$ Leasing costs 22,308 19,701

27,670 34,366 Less accumulated amortization (13,524) (21,855)

14,146$ 12,511$

DRA CRT Acquisition Corp and Subsidiaries Notes to Consolidated Financial Statements Years Ended December 31, 2011 and 2010

16

6. Discontinued Operations

Discontinued operations for the years ended December 31, 2011 and 2010 are summarized as follows:

(In Thousands) 2011 2010

Rental revenue 955$ 44,631$ Operating expenses (542) (13,623) Depreciation and amortization (294) (15,287) Property taxes (171) (5,784) Management fees (53) (1,788) Interest expense (357) (18,416)

Loss from discontinued operations (462) (10,267)

(Loss) gain on disposal of discontinued operations (1,724) 92,439

(Loss) gain from discontinued operations (2,186)$ 82,172$

7. Leases

The Company’s operations consist principally of owning and leasing office space. Terms of the leases generally range from three to five years. The Company provides rent concessions to tenants upon entering into a new lease or renewing an existing lease. The Company pays operating expenses, including real estate taxes and insurance. The Company’s leases are subject to rent escalations based on changes in the Consumer Price Index, fixed rental increases or increases in real estate taxes and certain operating expenses.

The Company’s leases are operating leases and expire at various dates through 2024. Certain of the Company’s leases provide the tenant with an option to cancel the lease prior to the lease expiration date. The future minimum fixed base rentals under these noncancelable leases (excluding operating expense reimbursements) are approximately as follows:

(In Thousands)

2012 59,892$ 2013 48,967 2014 34,671 2015 26,400 2016 19,323 Thereafter 46,946

236,199$

DRA CRT Acquisition Corp and Subsidiaries Notes to Consolidated Financial Statements Years Ended December 31, 2011 and 2010

17

For the year ended December 31, 2011, two major tenants paid approximately $28.5 million or approximately 37.9% of the Company’s base rental revenues for the year. For the year ended December 31, 2010, one major tenant paid approximately $18.3 million or approximately 23.1% of the Company’s base rental revenues for the year.

8. Commitments and Contingencies

The Company is a party to various legal proceedings incidental to its business. In the opinion of management after consultation with legal counsel, the ultimate liability, if any, with respect to those proceedings is not presently expected to materially affect the financial position or results of operations or cash flows of the Company.

In the normal course of business, the Company enters into lease contracts with tenants that require the Company to incur tenant improvements necessary to re-lease expiring or renew or extend existing leases. As of December 31, 2011, the Company was obligated under certain lease contracts to incur approximately $11.5 million in tenant improvements.

9. Preferred Stock

The Company has authorized 2,990,000 shares of Preferred 8-1/2% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Shares”). As of December 31, 2011 and 2010, 1,646,563 and 1,666,063 of Series A Preferred Shares were outstanding, respectively. Dividends on the Series A Preferred Shares are cumulative from the date of issuance and are payable quarterly. The Series A Preferred Shares have no stated redemption date, are not subject to any sinking fund or mandatory redemption, and are not convertible into any of the Company’s Common Stock. During the three months ending March 31, 2011, the Company purchased and retired 19,500 of its outstanding Series A Preferred Shares for approximately $0.3 million. For the year ended December 31, 2010, the Company purchased and retired 133,153 of its outstanding Series A Preferred Shares for approximately $1.9 million. The Series A Preferred Shares have a liquidation preference of $25 per share. The Company may redeem the Series A Preferred Shares, in whole or in part, at $25 per share plus accrued and unpaid dividends.

For the years ended December 31, 2011 and 2010, the Company paid approximately $2.6 million and $3.6 million and accrued approximately $0.9 million and $0.1 million in preferred dividends, respectively. Effective December 15, 2011, the Company suspended the payment of its preferred dividends.

10. Employee Benefit and Compensation Plans

The Company has a supplemental executive retirement plan (the “SERP”), an unfunded defined benefit plan, for select key former executive employees of CRT Properties Inc., which was acquired by CRTP on September 27, 2005. Currently, there are three former retired participants (all receiving monthly benefits) and no active participants in the SERP. As of December 31, 2011 and 2010, the Company has approximately $0.5 million and $0.7 million in a restricted cash account to fund the benefit obligations. For the years ended December 31, 2011 and 2010, there were no contributions to the SERP. As of December 31, 2011 and 2010, the Company has recorded approximately $1.0 million and $1.2 million in “accounts payable, accrued expenses and other liabilities” as its obligation to the plan.

11. Subsequent Events

The Company has evaluated all subsequent events through May 9, 2012, the date the consolidated financial statements were available for issuance.

DRA CRT Acquisition Corp and Subsidiaries Consolidated Financial Statements Three Months Ended March 31, 2012

DRA CRT Acquisition Corp and Subsidiaries Contents Consolidated Financial Statements Three Months Ended March 31, 2012

Page

Independent Accountants’ Compilation Report ............................................................................................... 1

Consolidated Financial Statements

Consolidated Balance Sheet .................................................................................................................................. 2

Consolidated Statement of Operations .................................................................................................................. 3

Consolidated Statement of Changes in Equity ...................................................................................................... 4

Consolidated Statement of Cash Flows ................................................................................................................. 5

Independent Accountants’ Compilation Report To the Members of DRA CRT Acquisition Corp and Subsidiaries

We have compiled the consolidated balance sheet of DRA CRT Acquisition Corp and Subsidiaries (the “Company”) as of March 31, 2012, and the related consolidated statements of operations, changes in equity, and cash flows for the three months then ended. We have not audited or reviewed the accompanying consolidated financial statements and, accordingly, do not express an opinion or provide any assurance about whether the consolidated financial statements are in accordance with accounting principles generally accepted in the United States of America.

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America and for designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the consolidated financial statements.

Our responsibility is to conduct the compilation in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. The objective of a compilation is to assist management in presenting financial information in the form of financial statements without undertaking to obtain or provide any assurance that there are no material modifications that should be made to the consolidated financial statements.

Management has elected to omit substantially all of the disclosures required by accounting principles generally accepted in the United States of America. If the omitted disclosures were included in the consolidated financial statements, they might influence the user’s conclusions about the Company’s financial position, results of operations, and cash flows. Accordingly, these consolidated financial statements are not designed for those who are not informed about such matters.

July 17, 2012

DRA CRT Acquisition Corp and SubsidiariesConsolidated Balance Sheet

(In Thousands)

Assets

Real estate investmentsOperating properties

Land 103,520$ Building and building improvements 499,278 Furniture, fixtures and equipment 722Tenant improvements 69,085

672,605 Accumulated depreciation and amortization (129,543) Operating properties, net 543,062

Undeveloped land held for investment 5,526Total real estate 548,588

Cash and cash equivalents 5,949Restricted cash 34,888 Tenant and other receivables, net of allowance for doubtful accounts of $993 1,637 Prepaid expenses and other assets 1,375 Acquired in-place leases, net of accumulated amortization of $43,333 8,019 Deferred financing and leasing costs, net of accumulated amortization of $14,547 13,590 Deferred rent receivable, net of allowance for doubtful accounts of $395 8,777

Total assets 622,823$

LiabilitiesMortgages and loans payable, net of unamortized discount of $6 450,366$ Acquired net below market leases, net of accumulated amortization of $6,708 1,574Accounts payable, accrued expenses and other liabilities 6,628Interest payable 2,112Accrued real estate tax payable 2,338Advance rents and security deposits 3,325 Total liabilities 466,343

Commitments and contingencies

EquityDRA CRT Acquisition Corp stockholder's equity

Preferred stock, Series A 8.5%, $0.01 par value, 2,990,000 shares issued and 1,646,563 outstanding, $25.00 per share liquidation value 41,164

Common stock $.01 par value, 100,000,000 shares authorized to be issued and 100 sharesissued and outstanding -

Additional paid-in capital 402,013 Accumulated deficit (287,965)

Total DRA CRT Acquisition Corp stockholder's equity 155,212 Noncontrolling interest in consolidated subsidiaries 1,268

Total equity 156,480

Total liabilities and equity 622,823$

March 31, 2012

See Independent Accountants' Compilation Report.2

DRA CRT Acquisition Corp and SubsidiariesConsolidated Statement of Operations

(In Thousands)

Revenues

Rental revenue 19,021$

Escalations and reimbursements 1,300

Other income 218

Total revenues 20,539

Expenses

Depreciation and amortization 7,274

Property operations 5,120

Real estate taxes 2,445

Management fees 826

General and administrative 822

Bad debt expense 247

Total operating expenses 16,734

Operating income 3,805

Other income (expenses)

Interest expense (6,013)

Interest income 1

Total other expenses (6,012)

Net loss (2,207)

Less: Net loss attributable to noncontrolling interest in consolidated subsidiaries 17

Net loss attributable to DRA CRT Acquisition Corp (2,190)

Dividends to preferred stockholders (875)

Net loss to common stockholder of DRA CRT Acquisition Corp (3,065)$

Three Months Ended March 31, 2012

See Independent Accountants' Compilation Report.3

DRA CRT Acquisition Corp and SubsidiariesConsolidated Statement of Changes in Equity

(In Thousands Except Number of Share Amounts)

Additional Non-Paid-In Accumulated controlling Total

Shares Amount Shares Amount Capital Deficit Interests EquityBalance – December 31, 2011 1,646,563 41,164$ 100 -$ 401,513$ (284,900)$ 1,293$ 159,070$

Distributions to common members (8) (8) Additional paid-in capital 500 500

Net loss (2,190) (17) (2,207) Dividends to preferred stockholders (875) (875) Balance – March 31, 2012 1,646,563 41,164$ 100 -$ 402,013$ (287,965)$ 1,268$ 156,480$

Preferred Shares Common Shares

Three Months Ended March 31, 2012

See Independent Accountants' Compilation Report.4

DRA CRT Acquisition Corp and SubsidiariesConsolidated Statement of Cash Flows

(In Thousands)

Cash flows from operating activitiesNet loss (2,207)$ Adjustments to reconcile net loss to net cash provided by

operating activities:Depreciation and amortization 7,274 Amortization of above and below market leases (149) Amortization of mortgage discount 2 Bad debt recovery (247) Increase (decrease) in cash attributable to changes in operating assets and liabilities:

Tenant and other receivables 1,537 Prepaid expenses and other assets (620) Deferred rent receivable (702) Accounts payable, accrued expenses and other liabilities (661) Interest payable 201 Accrued real estate tax payable 108 Advance rents and security deposits (1,897)

Net cash provided by operating activities 2,639

Cash flows from investing activitiesCash paid to restricted accounts, net (233) Expenditures for improvements (2,937) Leasing costs paid (975)

Net cash used in investing activities (4,145)

Cash flows from financing activitiesRepayment of mortgage notes payable (3,336) Additional paid-in capital 500 Distributions paid to noncontrolling interest (8)

Net cash used in financing activities (2,844)

Net decrease in cash and cash equivalents (4,350) Cash and cash equivalents at beginning of year 10,299 Cash and cash equivalents at end of year 5,949$

Supplemental disclosures of cash flow informationCash paid during the year for interest 5,811$

Supplemental disclosures of non-cash flow informationExpenditures for improvements included in accrued expenses (62)$ Preferred dividends accrued (875)$

Three Months Ended March 31, 2012

See Independent Accountants' Compilation Report.5

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The Tender Agent for the Offer is:

D.F. King & Co., Inc.

By Mail, by Hand or Overnight

Courier:

48 Wall Street, 22nd Floor New York, New York 10005

By Facsimile, for Eligible Institutions Only:

(212) 809-8838 Attn: Elton Bagley

Confirmation of Facsimile Transmission

Only:

(212) 493-6996

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor New York, New York 10005

Banks and Brokers (Call Collect): (212) 269-5550

or

All others (Call Toll-Free): (800) 769-4414

Email: dra@dfking.com

The Dealer Manager for the Offer is:

Wells Fargo Securities, LLC

301 S. College Street, 6th Floor Charlotte, NC 28202

Attention: Liability Management Group

Collect: (704) 715-8341

Toll Free: (866) 309-6316