As of July 1, 2020, the General Partner and the person who performs the functions of the principal executive officer of the General Partner did not beneficially own any Units.

Management knows of no contractual arrangements, the operation or the terms of which may at a subsequent date result in a change in control of the Partnership, except for provisions in the Permanent Manager Agreement dated as of February 8, 1993.

Forward-Looking Statements

This Consent Statement contains forward-looking statements. When used in this Consent Statement the words “believes,” “anticipates,” “intends,” “expects” and similar expressions are intended to identify forward-looking statements; however, not all forward-looking statements will contain such expressions. Such statements are subject to a number of risks and uncertainties, including but not limited to those risks and uncertainties described in the Partnership’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 23, 2020. Actual results or events in the future could differ materially from those described in the forward-looking statements as a result of these and other risks. Other risks include (i) changes in general economic conditions, (ii) changes in real estate conditions, including without limitation, decreases in valuations of real properties, increases in property taxes and lack of buyers should the Partnership want to dispose of a Property, (iv) lease-up risks, (v) ability of tenants to fulfill their obligations to the Partnership under existing leases, (vi) declines in sales for of tenants whose leases include a percentage rent component, (vii) adverse changes to the restaurant market, (viii) entrance of competitors to the Partnership’s lessees in markets in which the Properties are located, (ix) inability to obtain new tenants upon the expiration of existing leases, (x) the potential need to fund tenant improvements or other capital expenditures out of operating cash flows, (xi) the Partnership’s ability to realize value for Limited Partners upon disposition of the Partnership’s Properties, (xii) adverse effects on our Properties and tenants caused by the COVID-19 pandemic, and (xiii) various other factors. The Partnership undertakes no obligation to publicly release any updates or revisions to forward-looking statements to reflect any future events or circumstances.

DESCRIPTION OF PROPOSALS AND OVERVIEW OF THE PARTNERSHIP

Proposal No. 1. - Extension Amendment

The amendment to the Partnership Agreement to extend the term of the Partnership by ten (10) years to November 30, 2030, would be effected by an Amendment to the Partnership Agreement, which would state as follows:

Section 2.2 of the Partnership Agreement is hereby deleted in its entirety and the following substituted in lieu thereof:

“2.2 The term of the Partnership shall continue in full force and effect until November 30, 2030, or until dissolution prior thereto pursuant to the provisions of Article VIII.”

The General Partner recommends a vote “FOR” the Extension Amendment for the reasons set forth below.

Proposal No. 2 - Sale and Dissolution Authorization

Section 10.2 of the Partnership Agreement provides that the General Partner may not sell substantially all of the Properties without the approval of Limited Partners holding more than 50% of the Units. The General Partner is seeking approval of the following resolution by the Partnership’s Limited Partners:

“RESOLVED, that if the General Partner determines it to be in the best interest of the Partnership at any time prior to November 30, 2025, to sell all or substantially all of the Partnership’s assets and then liquidate and dissolve the Partnership, such actions are hereby authorized and approved and the General Partner may take such actions without further approval from the Limited Partners.”

The General Partner does not have any immediate plans to sell or solicit bids for all or substantially all of the Properties (except if the Extension Amendment does not pass) and has not negotiated terms with any prospective buyer.

The General Partner recommends a vote “FOR” the Sale and Dissolution Authorization for the reasons set forth below.

Proposal No. 3 - Distribution Amendment

The amendment to grant the General Partner greater flexibility as to the frequency at which the Partnership effects cash distributions to the Limited Partners would be effected by appointingan Amendment to the Advisory Board, made upPartnership Agreement, which would state as follows:

The first sentence of limited partners and representativesSection 5.1(A) of the broker/dealer community. Provo also initiated successful efforts to recover funds (the “Restoration”) fromPartnership Agreement is hereby deleted in its entirety and the former general partners (Gary DiVall and Paul Magnuson) and former accountants and attorneys for the Partnership. These efforts have resultedfollowing substituted in the Partnership recovering approximately $1,229,000 in Restoration.lieu thereof:

More recently, the General Partner, in consultation with the Advisory Board, has considered various means of maximizing“(A) The Partnership value. Among the alternatives they have considered are (i) continuing to operate the Partnership’s business, (ii) transferring the Partnership’s assets to a real estate investment trust in a roll-up transaction, and (iii) selling the Properties, both individually and in bulk.

Appraisals

CBRE was selected to appraise the Propertieswill make cash distributions from Net Cash Receipts (as defined) at times determined by the General Partner, because of its reputation in the industry and due to satisfaction with prior engagements of the firm. The General Partner and CBRE havebut no other current or on-going relationships. CBRE has significant experience with the valuation of restaurant and other real estate properties, and its staff includes Members of the Appraisal Institute (MAI) and persons with qualifications such as the SRPA designation and various state certifications. To the knowledge of the General Partner, many members of its staff also hold advanced degrees in finance, economics, real estate and restaurant and hospitality management. The market value appraisals of the Properties provided by CBRE were developed on, and prepared in conformance with the guidelines and recommendations in the Uniform Standards of Professional Appraisal Practice, the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. The appraisal process included inspections of the sites and buildings, gathering and analysis of comparable sales, rents and construction costs, and evaluation of the Properties under the “sales comparison approach” and “income capitalization approach.less frequently than semi-annually.”

The General Partner recommends a vote “FOR” the Distribution Amendment for the reasons set forth below.

General Description of the Partnership’s Business

The Partnership owns and operates an investment portfolio of ten commercial real estate properties (as defined above, the “Properties”). The Properties are located in a total of three states: South Carolina (6), Georgia (3) and Ohio (1). At the date of this Consent Statement, nine Properties are leased to franchisees of casual restaurants: eight Wendy’s restaurants and an Applebee’s restaurant. Eight of the ten Properties are leased to three Wendy’s franchisees (collectively, the “Wendy’s Leases” and individually, a “Wendy’s Lease”), with five of the Properties being leased to Wendgusta, LLC, two of the Properties being leased to Wendcharles I, LLC, and one of the Properties being leased to Wendcharles II, LLC. Each of the Wendy’s tenants are currently controlled by the same managers. The Property in Martinez, GA. is leased to Brakes4Less of Columbia, Inc., an automotive service business. Each of the Properties is described more fully under “The Properties” section below.

As of August 13, 2020, at least five years remain on the lease terms for all of the Properties and six of the Wendy’s Leases have more than 20 years remaining on their terms. All of the restaurant Leases (nine) provide for minimum base rents (“Base Rents”) and additional variable rents based upon a percentage of gross sales in excess of specified breakpoints (“Percentage Rents”). The lessee is responsible for occupancy costs such as maintenance, insurance, real estate taxes, and utilities. The General Partner has determined that the Leases are properly classified as operating leases; therefore, rental income is reported when earned on a straight-line basis and the cost of the Property, excluding the cost of the land, is depreciated over its estimated useful life.

During 2020 the Partnership has amended and restated six of the Wendy’s Leases, effective as of January 1, 2021. The Lease amendments: (i) extended the term of each applicable Lease through December 31, 2040; (ii) increased the Base Rent for each respective Property effective as of January 1, 2021; (iii) set the percentage rent to 7% of sales over a defined annual gross sales breakpoint; and (iv) eliminated the right of first refusal in favor of the lessee that was previously in five of the six applicable Leases (and thus enhancing the potential marketability of these Properties for sale to a potential buyer(s)).

As of August 13, 2020, and after giving effect to six Lease amendments described above, the aggregate Base Rents estimated to be received under the current Leases for the Properties are as follows:

Year ending December 31,

The Percentage Rents generated from operations of all of the Properties in 2019 and 2018 were $641,630 and $533,344, respectively. During the year ended December 31, 2019, Percentage Rents generated from the eight Wendy’s Leases totaled $631,256. Percentage Rents will continue to accrue on all eight of the Wendy’s Leases during calendar year 2020 on the same basis as prior years. Beginning in 2021, the Base Rents of six Wendy’s Leases which have been amended and restated will increase substantially, but the Percentage Rents on those Leases are expected to fall due to the re-set of the natural “break points” in the amended Leases.

The PropertiesGeneral Partner believes that the expenses incurred by the Partnership in 2019 generally represent the expected level of expenses. Although the General Partner will continue to work to reduce expenses (such as through the proposed Distribution Amendment) while retaining the quality of services, the General Partner expects predictable and their individual original purchase prices and appraised values are as set forth below.stable expenses for the foreseeable future that will allow distribution growth from increasing revenues.

The Properties

As of August 13, 2020, the Partnership owned the following Properties:

Reasons the General Partner Recommends Voting “FOR” the Extension Amendment

The appraisals by CBRE were completed and deliveredterm of the Partnership is currently set to expire on November 30, 2020, which would require the Partnership to initiate efforts to wind up the Partnership in Augustthe next few months. Winding up the Partnership entails selling all of the Partnership’s Properties and September 2017. As detailed above,then liquidating and dissolving the aggregate appraisedPartnership. For several reasons, the General Partner does not believe winding up the Partnership now is in the best interest of the Partners. First, the General Partner believes there are few investment alternatives available in these current turbulent times that provide the stability and security of triple net leased properties without mortgage encumbrances. The Partnership has no debt and therefore, no refinancing or sale pressures. The Partnership simply collects the rents on its Leases (60% of which have more than twenty (20) years remaining on their new extended terms), pays its management and operating expenses, and distributes the balance to the Limited Partners. So long as the Properties remain leased and the tenants are viable, the investment returns are stable. None of the Wendy’s Leases have missed a rent payment during the tenure of the current General Partner.

Over the years, the Partnership has selectively sold 35 properties where the General Partner believed it was receiving a fair price. In some instances the sales were motivated by a desire to improve the overall risk profile of the Partnership’s portfolio. If the term of the Partnership is extended, the General Partner may continue to “prune” the portfolio on a selective basis by selling Properties that are not operated as Wendy’s franchises (one Applebee’s and one Brakes4Less).

Second, the General Partner believes the recent amendments of the six Wendy’s Leases will substantially increase the value of the Partnership’s portfolio. These Lease terms now extend over 20 years. The annual minimum Base Rent for those Leases will increase by over $500,000 effective as of January 1, 2021, resulting in stronger monthly cash flow. The Percentage Rent provides a reliable means of protecting against yield erosion due to inflation because Percentage Rents increase as gross sales increase. The Partnership eliminated the “obstacle” to obtaining offers from potential buyers (for example, as experienced in 2018 when the General Partner solicited offers for the Properties) by eliminating tenants’ “right of first refusal” provisions for property sales.

Finally, the ongoing COVID-19 pandemic has injected great uncertainty into the market for any assets, including real estate. The General Partner does not believe it is wise to be forced to sell the Properties into this uncertain/depressed market when such sale can be avoided by simply extending the term of the Partnership. Such extension allows the Partnership to pick the time when it believes it is $18,075,000.most favorable to sell the Properties at their “enhanced” value.

Liquidation ValuesIf the holders of more than 50% of the Units vote FOR the Extension Amendment, the General Partner will continue to manage the Partnership as a going concern and use its business judgment in an effort to enhance the value of the Partnership.

Based onIf the appraised valueholders of more than 50% of the Properties,Units vote against the net asset value is determinedExtension Amendment, the Partnership will take actions to wind-up the affairs of the Partnership shortly following November 30, 2020 by reducing the appraised valueselling all of the Properties and liquidating and dissolving the estimated fair market valuePartnership pursuant to the terms of the Partnership Agreement.

Reasons the General Partner Recommends Voting “FOR” the Sale and Dissolution Authorization

In 2018 the General Partner believed it was in the best interests of the Partnership to liquidate the Partnership’s other assets by (i)and obtained the estimated transaction costs which would be incurred uponconsent (the “2018 Consent”) of the saleholders of alla majority of the outstanding Units to attempt to dispose of the Properties including, without limitation, costsupon certain terms outlined in connection with commissions, the Disposition Fee, title commitments and policies, surveys, environmental assessments, appraisals, legal fees and transfer taxes, and (ii) estimated expenses relating to2018 Consent. The Partnership did not receive a bid for the liquidation and dissolutionProperties which met the terms of the Partnership.2018 Consent. The General Partner believes the net asset value of the Partnership as of April [●], 2018, is approximately $380 per Unit.

In addition, the General Partner has projected distributions of net operating income earned for the period from January 1, 2018 through December 31, 2018 of approximately $14.04 per Unit. In accordance with historic Partnership practice, such amounts are expected to be paid quarterly on or about May 15, 2018 (projected to be $9.72 per Unit), August 15, 2018 (projected to be $2.16 per Unit) and November 15, 2018 (projected to be $2.16 per Unit).

Thus, the General Partner believes that the Limited Partners could receive approximately (i) $380 per Unit in a liquidating distributionauthority originally provided by the 2018 Consent is no longer operative, even if an offer to acquire the Properties are competitively marketed, each Property is sold, and the Partnership is liquidated, and (ii) $14.04 per Unit in income distributions prior to or contemporaneously with the liquidating distribution, for total projected distributions of approximately $394.04 per Unit from now until liquidation. However, the final terms of the Transaction, and expenses incurred by the Partnership during the sale process and until the dissolution of the Partnership, will affect the amounts of any distributionswas made to the Limited Partners.

Reasons forPartnership on the Transactionterms outlined in such Consent.

The General Partner currently believes that the Partnership should continue as a going concern to allow market uncertainties to subside. The General Partner is optimistic that the six Wendy’s Lease amendments entered into in 2020 will increase the value of those Properties from their last appraised value. Further, the General Partner believes that current market uncertainty that has determinedresulted from the Covid-19 pandemic will eventually subside and potentially lead to a stronger market for the Properties and eventually provide for an opportunistic sale within the next five years.

The General Partner believes there are few investment alternatives available that nowprovide the stability and security of triple net leased properties without mortgage encumbrances. The Partnership has no debt on its Properties and therefore, no refinancing or sale pressures. The Partnership simply collects the rents on the Leases, pays its management and operating expenses, and distributes the balance to the Limited Partners. So long as the Properties remain leased and the tenants are viable, the Partnership believes the investment returns should remain stable with prospects for growing distributions from Percentage Rents (providing for some protection against general inflation risks).

In the future the General Partner may determine that it is a good time to sell the Properties and then liquidate and dissolve the Partnership because of positive market conditions for the General Partner believes thatProperties. Various market factors may enhance the Partnership’s assets may be sold at a favorable price. The General Partner believes the following factors indicate thatvalue of the Properties will beand lead to the Properties being highly valued by the market:market, such as: (i) the extension of seven leasescertain Wendy’s Leases that occurred in 2017, resulting in the majority of the leases on the Properties extended until November 2026 or later,2020, extending those Lease terms through 2040; (ii) expected benefits of the new Tax Cuts and Jobs Act for pass-through entities, (iii) expected real estate market trends toward a higher yield environment, (iv) the current low interest rate environment tends to drive up the value of any asset (like the Properties) which generategenerates a reliable stream of income, (v) the General Partner’s belief thatincome; (iii) a general stabilization and potential rebound of the U.S. economy is growing,economy; (iv) inflation protection through potential Percentage Rents from tenants based on their sales (in dollars); and (vi)(v) the generally stable group of tenants and QSR concepts that lease and utilize the Properties. Certain of these positive factors may be somewhat offset by one Property having been vacant sincea prolonged downturn of the fourth quarter of 2016.U.S. economy. However, the General Partner believes the market conditions in the next five years are likely to produce strong interest in the Properties and eventually result in positive sale terms for the Partnership, and the potentially strong sales environment outweighswhich at some point will outweigh the potential income Limited Partners may receive if the Partnership were to continue to own the Properties.

The General Partner is seeking approval of the Sale and Dissolution Authorization because the General Partner recognizes that a sale of the Partnership’s assets and dissolution of the Partnership in the next five years may be in the Partnership’s best interest. The General Partner believes there are three advantages to obtaining the Limited Partner’s approval of a sale of all or substantially all of the Partnership’s assets now, if the General Partner believes it to be in the Partnership’s best interest. First, is speed. Market conditions may change quickly or opportunities may arise unexpectedly. The General Partner believes the ability to act quickly often results in the best price when selling assets such as those held by the Partnership. The Consent Statement process (drafting the Consent Statement, filing the Consent Statement with the SEC, responding to SEC comments, soliciting/tabulating the votes, etc.) takes two to three months, and the results are not certain. Approving the Sale and Dissolution Authorization now eliminates such time lag and uncertainty.

Second, the primary objective of this Consent Statement is to extend the term of the Partnership. By including the Sale and Dissolution Authorization in this Consent Statement, the Partnership avoids the expense of separate solicitations of the Limited Partners to approve a potential sale and liquidation of Partnership assets for the next five years. Though the cost of preparing and prosecuting a Consent Statement is not prohibitive, it is an expense that, if it can be avoided, will increase the proceeds ultimately available to the Limited Partners.

Third, the General Partner believes that providing the flexibility to the General Partner to act in the best interest of the Partnership (as determined by the General Partner) will increase the price realized on the sale of all or substantially all of the Partnership’s assets. The authorization will allow the General Partner, who has been managing this Partnership for over 27 years, to utilize its judgment on when it is advantageous to sell the Partnership’s assets.

If a majority of the Limited Partners do not approve the Sale and Dissolution Authorization, the General Partner must seek subsequent approval from the Limited Partners to dispose of all or substantially all of the Properties and liquidate and dissolve the Partnership.

Over the years, the Partnership has selectively sold properties when the General Partner believed it was receiving a fair price. In some instances the sales were motivated by a desire to improve the overall risk profile of the Partnership’s portfolio. Even if owners of a majority of the outstanding Units do not approve the Sale and Dissolution Authorization, the General Partner may continue to “prune” the portfolio on a selective basis.

If the holders of a majority of the outstanding Units vote “FOR” the Sale and Dissolution Authorization, the General Partner will have the authority for the next five years to proceed in good faith to sell all or substantially all of all the Properties and proceed with the dissolution of the Partnership, if the General Partner determines such action to be in the best interest of the Partnership.

Even if the holders of a majority of the outstanding Units vote “FOR” the Prospective Sale and Dissolution, there is no assurance that a sale on the terms outlined in this Consent Statement will be consummated.

Reasons the General Partner Recommends Voting “FOR” the Distribution Amendment

Currently, the Partnership Agreement requires the Partnership to make distributions of “Net Cash Receipts” on a quarterly basis, subject to certain limitations. The Partnership has in excess of 1,100 Limited Partners, many with small ownership positions. The administrative costs of calculating distributions, printing and mailing checks to Limited Partners are the same, regardless of the amount of the checks. Historically, such administrative cost has been in the range of $6,000 to $8,000 per distribution. Over the past two years approximately 52% of the checks distributed in quarterly distributions have been $50 or less. The General Partner believes the administrative cost of quarterly distributions is disproportionate to the amount of the distributions. Reducing the frequency of distributions is an easy way to decrease Partnership expenses and increase Limited Partner returns.

If the Distribution Amendment is adopted, the Partnership will still be required to make cash distributions of “Net Cash Receipts” to the Limited Partners, no less than semi-annually. Less frequent distributions would likely cause each distribution to the Limited Partners to be larger, reducing the administrative costs of each distribution on a percentage basis. The aggregate amount of funds that would otherwise be distributable to the Limited Partners in any calendar year will not decrease due to the frequency of distributions.

If more than 50% of the Units votes “FOR” the Distribution Amendment, the General Partner may eliminate up to two quarterly distributions, saving the Partnership substantial administrative expenses.

If the Distribution Amendment is not approved, the Partnership will continue to make quarterly distributions of Net Cash Receipts to the Limited Partners.

DESCRIPTION OF THE PROPOSEDPROSPECTIVE SALE OF PARTNERSHIP PROPERTIES

IF THE EXTENTION AMENDMENT FAILS OR UPON A SUBSEQUENT SALE

If the Requisite Consents are received,Extension Amendment is not approved, or the Sale and Dissolution Authorization is approved and the General Partner will promptly commence a procedurelater determines it is in the best interest of the Partnership to sell all or substantially all of the Partnership’s Properties and liquidate and dissolve the Partnership, in the absence of an unsolicited offer, the General Partner would solicit competitive bids for the purchase of all the Partnership Properties. Such procedure, as described below, is designedThe General Partner will attempt to obtain a fair market price for the Properties. Upon completion of the sale of the Properties, the assets of the Partnership would be distributed to the Limited Partners, net of all normal and customary costs of such sale, and other reserves as the General Partner deems appropriate (if any). The General Partner believes that such a competitive bid process could reasonably be expected to result in total distributions (operating income and liquidation proceeds) to the Limited Partners of up to $394.04 per Unit.

Competitive Bid Process

As set forth above, the aggregate appraised value of all of the Properties (the “Total Appraised Value”) is $18,075,000.

The General Partner has identified various parties (“Potential Buyers”) that the General Partner believes to have the capacity and interest to purchase all of the Partnership Properties. Promptly after receiving the Requisite Consents, the General Partner expects to solicit bids from the Potential Buyers. Additionally, the General Partner expects it will solicit bids by listing the Properties for sale through other means, such as advertisements in industry publications and may list the Properties through third party brokers or service providers.

The General Partner will request that each Potential Buyer sign a Confidentiality Agreement with the Partnership in order to receive a bid package. Such Confidentiality Agreement will restrict the Potential Buyers from utilizing any confidential information disclosed to them with respect to the Partnership or Partnership Properties for any purpose other than bidding on the purchase of all of the Properties. In addition, a Potential Buyer will agree in the Confidentiality Agreement not to purchase, or attempt to purchase, either directly or indirectly, more than 5% of the currently outstanding Units within the following two years, through any means without the express written consent of the General Partner.

Upon the Partnership’s receipt of the signed Confidentiality Agreement, the Partnership will deliver the Potential Buyer a bid package containing information about the Properties. The Potential Buyer will then also have access to additional information concerning the Properties located in an electronic “due diligence room.”

The Properties will be offered for sale pursuant to sealed bids (the “Bids”) from the Potential Buyers, to be held in escrow. Each Bid must be all cash, completely unconditional and accompanied by a deposit of at least $100,000 (the “Deposit”). No interest will be paid on any Deposit. If a Bid is accepted, the Deposit of that bidder will become non-refundable.

Approximately 30 days after the commencement of the sealed bid process, the General Partner will review the Bids to determine which Bid yields the highest aggregate price for all of the Properties (the “Total Price”) which is in excess of the “Minimum Purchase Price” (as defined below in “DESCRIPTION OF PROPOSED SALE - Purchase Price”). The General Partner will reserve the right to contact Potential Buyers to clarify their Bid and to offer them the option of increasing their Bid for all of the Properties to meet the Total Price, in which case such Potential Buyer may be selected as the Buyer (as defined below). The General Partner intends to notify the successful bidder on or about July 15, 2018, if its Bid has been accepted and will enter into a binding Sale Agreement with the successful bidder (the “Buyer”). The General Partner intends to effect the sale of the Properties to a single Buyer, and the General Partner expects that all of the Properties will be sold in the competitive bid process. Closing on the Proposed Sale is expected to take place simultaneously in the offices of Polsinelli PC, 900 W. 48^thPlace, Suite 900, Kansas City, MO 64112 or at the title company on or before December 31, 2018, unless extended at the option of the General Partner, in its sole discretion.

Purchase Price

The minimum purchase price for all of the Properties will be 100% of the Total Appraised Value (the “Minimum Purchase Price”). The General Partner will require each Bid to include a purchase price for all of the Properties in the aggregate. The Total Appraised Value is $18,075,000. After deducting the projected ordinary and necessary expenses associated with the Proposed Sale, including the Disposition Fee, and expenses associated with liquidation, the liquidating distribution to the Limited Partners would be approximately $380 per Unit, based upon a sale at the Minimum Purchase Price which equals the Total Appraised Value. The General Partner anticipates additional net operating income distributions of $14.04 per Unit prior to the dissolution.

Certain fees, costs and expenses willwould be incurred by the Partnership in the Proposed Salesale process (the “Expenses”). Such Expenses may includeinclude: (i) additional appraisal fees,fees; (ii) title commitment and insurance fees,fees; (iii) survey fees,fees; (iv) environmental assessment fees,Phase I report fees; (v) legal fees,fees; (vi) brokerage fees/commissions (including the Disposition Fee),commissions; (vii) filing fees,fees; and (viii) such other fees and expenses as are ordinary and necessary in connection with a large real estate transaction. The General Partner estimates such Expenses at approximately 5.5%5-7% of the Total Price.total price.

Timing

IfFollowing the Transaction is approved, the General Partner intends to conductconsummation of the sale in an aggressive and efficient manner, resulting in timely distributions to Limited Partners. Accordingly, the General Partner has established the following projected timeline goals for completion of the Proposed Sale:

Properties, the Partnership would incur additional expenses associated with winding up the Partnership’s affairs, liquidating and distributing its assets and dissolving the Partnership. Those expenses may include, without limitation: (i) escheat fees; (ii) legal fees; (iii) printing and postage expenses; (iv) tax preparation and audit fees; (v) investor servicing fees; (vi) taxes; and (vii) management and overhead fees; and (ix) supplies and other administrative expenses. The foregoing arepayment of these expenses would reduce the General Partner’s goalsamount available for and estimates ofdistribution to the time required for each step of the Transaction. Various delays may be encountered which could result in a later closing date or distribution date.

Nine of the Leases contain rights of first refusal, allowing lessees to match any purchase price within 30 days of notice. Under the schedule detailed above, these rights are not expected to have a significant impact on the timing of the Transaction.Limited Partners.

Advantages toEffects on the Limited Partners

Maximizing ValueAdvantages. The General Partner believes that the Transaction will maximize the Partnership’s realization of value in the Properties. The Properties are generally initially leased under 20 year leases, with remaining lease terms on eight of the Properties currently extended until November 6, 2026. The remaining terms of the Leases, and the potentially stable cash flow from the Properties, are among the primary factors that a prospective buyer will evaluate in pricing the Properties. As the Leases mature or approach maturity, prospective buyers are likely to attribute a greater discount to the value of the Properties and, therefore, if the Partnership continues to hold the Properties, the General Partner believes that the Properties’ fair market value may decrease.

Conditions for the Sale of Restaurant Properties. As the economic well-being of consumers has increased as a result of continued general improvement in the employment and strong financial markets, restaurants have maintained, and in some cased increased, customer traffic. As a result, in many real estate markets, prices for restaurant properties have been strong, and in some cases increasing. In addition, the low interest rate environment has resulted in improved values for “triple net” leased properties, the value of which generally move inversely with interest rates.

Lack of an Established Trading Market.: There is currently no active or established trading market for Partnership Units. The Transaction wouldvalues available to Limited Partners in the secondary market for their Units are believed to represent a discount from the pro rata value of the underlying assets of the Partnership, due in part to the lack of liquidity of the Units. Any sale of the Properties and liquidation of the Partnership is expected to provide an efficient and cost effectivea manner for Limited Partners to realize the value of their Units without having to comply with the conditions and restrictions of selling its Units individually.individually and without being subject to the normal secondary market discount and relatively high transaction fees. Further, following liquidation and dissolution, Limited Partners would no longer be subject to any of the risk factors attendant to the operation of a portfolio of triple-net based properties.

Disadvantages: The General Partner believesanticipates (but does not guarantee) that the Transaction is the most attractive opportunity for the Limited Partners to obtain the highest valueportfolio of their Units because Properties will be sold in a competitive bid process.

Disadvantages to Limited Partners

There is no assurance that (i) the Partnership will be successful in obtaining a Bid or Bids equal to the Minimum Purchase Price, or (ii) the Partnership will be successful in consummating the Proposed Sale with any Buyer(s). If the Proposed Sale is not consummated, the subsequent dissolution contemplated by the Transaction will not occur, and the Partnership will continue to owngenerate net distributable cash flow in line with historical performance for at least the Properties, and from time to time will be required to incur expenses to lease, oversee and maintainnext several years. This represents a cash return of approximately 5-6% of the Properties and to identify lessees.

WhileDecember 31, 2019 Net Unit Value based on independent appraisals ($380/Unit). In today’s generally low interest rate environment, the General Partner believes that the Transaction would be in the best intereststhese returns compare favorably to alternative investments of thesimilar risk profiles into which Limited Partners could re-invest their after-tax liquidation proceeds.

Additionally, if the Extension Amendment does not pass and the General Partner is obligated to maximize value, each Limited Partner should considertake action to sell the following factors in evaluating the Transaction. Upon the completionProperties promptly. The “forced” nature of the liquidation, Limited Partners will no longer receive distributions of cash flows from operations since the Partnership will no longer be operating the Properties. However, Limited Partners will receive a distribution of the net proceeds from the sale of the Properties after deductionin such circumstance and the generally depressed economic conditions, may contribute to the price received for the Properties being lower than if sold at a later date under different, more favorable circumstances. The perceived pressure to sell from a “forced” liquidation resulting from the expiration of certain expensesthe Partnership would be common knowledge to prospective purchasers as a result of information included in reports and fees as described above.documents filed by the Partnership with the SEC.

If the Partnership is liquidated, the Limited Partners will be subject to capital gains taxes to the extent the net proceeds from the Transactionsale of Properties on a per Unit basis exceeds the Limited Partners’ adjusted tax basis in each Unit. Finally, Limited Partners will not benefit from future appreciation, if any, inUnit, including the valuenegative impact of the Properties if the Properties are sold.depreciation recapture for taxable gain purposes.

Advantages toEffect on the General Partner

The Partnership Agreement and the Permanent Manager Agreement (the “PMA”) both provideprovides for the General Partner to receive the up to a 3% commission (“Disposition Fee”) on the sale of any Partnership propertiesProperties if it provides a substantial portion of the services in the sales effort. If the Proposed Sale occurs,Partnership disposes of the Properties (either as a result of the Extension Amendment failing or a later sale of the Properties by the General Partner) and the Partnership is able to successfully sell the Properties and then liquidate and dissolve, the General Partner willwould collect suchthe Disposition Fee earlier than it might otherwise ifand be entitled to fees to complete and oversee the Partnership remained an ongoing concern,wind-up process, but conversely the General Partner willwould not be entitled to future management fees following liquidation ofafter the Partnership.

FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION

The following is a summary of the material Federal income tax consequences that may affect a Limited Partner resulting from the Transaction, including the Proposed Sale and subsequent liquidation and dissolution. This summary is not intended as a substitute for careful tax planning, and consequences may vary according to each Limited Partner’s individual circumstances. Therefore each Limited Partner is urged to consult his or her own tax adviser concerning the specific tax consequences of the Proposed Sale and subsequent liquidation and dissolution of the Partnership to such Limited Partner.

This summary is based on the Internal Revenue Code of 1986, as amended (“Code”), as well as the applicable existing regulations thereunder, judicial decisions and current administrative rules and practices. The following discussion does not discuss the impact, if any, state or local taxes may have on the Proposed Sale and the liquidation and dissolution of the Partnership. Furthermore, no assurance can be given as to the accuracy or completeness of this summary and there can be no assurance that the Internal Revenue Service will agree with the interpretations of the Code and the regulations set forth below. Each Limited Partner should be aware that the Code and the regulations are subject to change and in some instances may be given retroactive effect.was definitively completed.

Taxation of Partnerships in General

An entity classified as a partnership for federal income tax purposes is not subject to federal income tax. Rather, income or loss “flows through” the partnership to the partners, who are taxed individually on their allocable shares of partnership income, gain, loss or deductions. However, the Partnership is a tax reporting entity that must file an annual return disclosing the Partnership’s gain or loss. The tax treatment of Partnership items of taxable income or loss is generally determined at the Partnership level. Each partner is required to treat Partnership items on its return in a manner consistent with the treatment of such items on the Partnership return and may be penalized for intentional disregard of the consistency requirement. Each partner must account for its allocable share of Partnership taxable income or loss in computing its income tax, whether or not any actual cash distribution is made to such partner during its taxable year.

Basis of Partnership Interests

A Limited Partner’s basis in its Unit is equal to its cost for such Unit, reduced by its allocable share of Partnership distributions, taxable losses and expenditures of the Partnership not deductible in computing its taxable income and not properly chargeable to its capital account, and increased by its allocable share of Partnership taxable profits, income of the partnership exempt from tax and additional contributions to the Partnership. For purposes of determining basis, an increase in a Limited Partner’s share of partnership liability is treated as a contribution of money by that Limited Partner to the Partnership. Conversely, a decrease in its share of partnership liability is treated as distribution of money from the Partnership. Generally, a Limited Partner may not take recourse liability into account in determining its basis except to the extent of any additional capital contribution it is required to make under the partnership agreement. However, if a Partnership asset is subject to a liability for which no Limited Partner has any personal liability, in general, the Limited Partner’s allocable share of the nonrecourse liability will be taken into account to determine basis.

Effect of the Proposed Sale

The Proposed Sale will be a taxable event to the Limited Partners. Gain or loss on a sale generally will be measured by the difference between the net amount realized (after deducting ordinary and necessary expenses of the sale) and the adjusted basis of the assets that are sold. Generally the amount realized is the sum of any money received, plus the fair market value of any property received, plus the amount of liability from which the Partnership is discharged as a result of the sale. The adjusted basis of property is generally the initial tax basis less deductions, allowed or allowable, for depreciation.

A substantial portion of the assets to be sold, including building, land and equipment, which were held for more than one year are expected to be treated as “section 1231 assets.” Section 1231 assets are property used in the trade or business of a character which is subject to the allowance for depreciation, held for more than one year, and real property used in the trade or business held for more than one year. Gains or losses from the sale of section 1231 assets would be combined with any other section 1231 gains or losses incurred by the Partnership in that year, and the section 1231 gains or losses would be allocated to the Limited Partners as provided in the Partnership Agreement. Notwithstanding the foregoing, certain depreciation recapture rules may cause some or all of the gains realized upon the liquidation of the Properties to be taxed at the partner level as ordinary income under I.R.C. Section 1250(a) or at a 25% rate by virtue of the “unrecaptured I.R.C. Section 1250 gain” rules. Section 1250 recapture will only be applicable to the Partnership’s taxable investors.

Effect of Liquidation

Generally, upon the liquidation of a partnership, gain will be recognized by and taxable to a partner to the extent the amount of cash distributed to it exceeds the partner’s basis in its Unit at the time of distribution. Any gain or loss which a Limited Partner recognizes from a liquidating distribution is generally taxed as capital gain or loss. However, any income or loss received from the normal operations of the partnership during the year of liquidation, may constitute ordinary income or loss.

Any capital gain or loss will be treated as long-term if the Limited Partner has held its Units for more than eighteen months when the liquidation is consummated. For non-corporate limited partners, long-term capital gains are generally taxed at a 20% rate. If the Limited Partner has held its Units for less than a year, any gain will be a short-term capital gain. Short-term capital gains are taxed as ordinary income. Capital losses generally are deductible only to the extent of capital gains plus, in the case of a non-corporate Limited Partner, up to $3,000 of ordinary income. Capital losses realized upon the liquidation may be utilized to offset capital gains from other sources and may be carried forward, subject to applicable limitations. If the Limited Partner has a basis of zero and a deficit or negative capital account, the Limited Partner will realize additional income to the extent that it has been relieved of its obligation to repay the deficit or is subject to a qualified income offset.

Exempt Employee Trusts and Individual Retirement Accounts

Tax-exempt organizations, including trusts which hold assets of employee benefit plans, although not generally subject to federal income tax, are subject to tax on certain income derived from a trade or business carried on by the organization which is unrelated to its exempt activities. However, such unrelated business taxable income does not in general include income from real property, gain from the sale of property other than inventory, interest, dividends and certain other types of passive investment income that is derived from “debt-financed properties” as defined in Section 514 of the Code. Further, if, as the Partnership believes, the Properties are not characterized as “inventory,” and are not held primarily for sale to customers in the ordinary course of the Partnership’s business, the income from the sale of the Properties should not constitute unrelated business taxable income. Finally, the Partnership’s temporary investment of funds in interest-bearing instruments and deposits also should not give rise to unrelated business taxable income.

THE FOREGOING ANALYSIS CANNOT BE, AND IS NOT INTENDED AS, A SUBSTITUTE FOR CAREFUL TAX PLANNING. LIMITED PARTNERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THEIR OWN TAX SITUATIONS AND THE EFFECTS OF THE TRANSACTION AS TO FEDERAL TAXES INCLUDE, BUT NOT LIMITED TO, INCOME AND ESTATE TAXES.

DISTRIBUTION UPON LIQUIDATION OF THE PARTNERSHIP

Upon completion ofIf the Proposed Sale,Limited Partners do not approve the Extension Amendment, or if the General Partner later elects to cause the Partnership to liquidate and dissolve, the Partnership will be dissolved and its business wound up in accordance with Article VIII of the Partnership Agreement.Agreement, including the liquidation of the Properties. The sale proceeds, after establishing any necessary cash reserves to cover liabilities, will be distributed to the Limited Partners and the General Partner in the manner set forth in the Partnership Agreement, although the distribution to theAgreement. The General Partner is expected to be limited to the minimum amount necessary to cover its tax obligations on its portion of the Partnership’s income resulting from the liquidation. In addition, pursuant to the PMA, the General Partner willwould attempt to obtain commercial insurance covering liabilities which the Indemnification Trust of(as described in our Annual Report on Form 10-K for the Partnershipfiscal year ended December 31, 2019) was established to cover. If such insurance is available, the Partnership would use proceeds from the Indemnification Trust to purchase such insurance coverage and the balance of the Indemnification Trust would be distributed with the sale proceeds during liquidation. If such insurance coverage is unavailable at a reasonable cost, up to $100,000 ofthe Indemnification Trust willwould be maintained for a period past termination of the Partnership in keeping with terms of such Indemnification Trust, and the proceeds thereof would be subsequently distributed to the Limited Partners. Any funds held in trust or any insurance policy will not be intended to provide coverage for criminal acts or fraud. The remainder of the amounts in the Indemnification Trust not used to purchase insurance coverage or retained in trust, being approximately $360,000, will be distributed with the sale proceeds during liquidation.

While the Minimum Price provides a floor on the amounts to be received in the Transaction, the General Partner believes that there is a reasonable likelihood that the Properties will actually be sold at or above their appraised values. The General Partner estimates that a sale of the Properties at the appraised values will, after deducting all expenses associated with this consent solicitation, the sale of properties and establishment of required reserves, result in a liquidating distribution to the Limited Partners of approximately $380 per Unit. If a final liquidating distribution of $380 per Unit is achieved, together with distributions of income earned during the period of January 1, 2018, through December 31, 2018, of approximately $14.04 per Unit, then Limited Partners will have received a total of approximately $1,975 per Unit in distributions over the life of the Partnership, assuming such Limited Partner had been the beneficial owner of such Unit over the life of the Partnership.

REGULATORY REQUIREMENTS

There are no regulatory requirements in connection with the Extension Amendment or the Distribution Amendment.

Other than the requirement under Wisconsin law that the Partnership file a Certificate of Cancellation to dissolve the Partnership, there are no federal or state regulatory requirements that would apply to a liquidation and dissolution of the Transaction.Partnership.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documentsdocument and its exhibits filed by the Partnership with the SEC are hereby incorporated in this Consent Solicitation Statement by reference:

Annual Report on Form 10-K for the fiscal year ended December 31, 2017.2019 (“Form 10-K”).

All reports and other documents filed by the Partnership after the date of this Consent Solicitation Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 and prior to the final date on which written consents may be received shall be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such reports or documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Consent Solicitation Statement to the extent that a statement contained herein or in another document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Consent Solicitation Statement.

* * * IMPORTANT * * *

If you have any questions or need assistance please call:

The Partnership or The Provo Group, Inc.

1-816-421-7444

1-800-547-7686or

1-844-932-1769 (DiVall Investor Relations)

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

a Wisconsin Limited Partnership

CONSENT OF LIMITED PARTNER TO THE

SALE OF ALL OR SUBSTANTIALLY ALL OF THE PARTNERSHIP’S ASSETSPARTNERSHIP PROPERTIES AND

AND SUBSEQUENT LIQUIDATION AND DISSOLUTION OF THE PARTNERSHIP

The undersigned Limited Partner acknowledges receipt of the Consent Solicitation Statement dated April [●], 2018,August 13, 2020, respecting the proposed salefollowing proposals: (i) an amendment of the Partnership Agreement to extend the term of the Partnership by ten (10) years from November 30, 2020, to November 30, 2030 (the “Extension Amendment”); (ii) the grant of authority to the General Partner to sell all or substantially all of the Partnership’s assets, which would resultProperties and liquidate and dissolve the Partnership, if at any time before November 30, 2025, the General Partner determines such actions to be in the subsequent liquidation and dissolutionbest interest of the Partnership (collectively,(the “Sale and Dissolution Authorization”); and (iii) an amendment to the “Transaction”). The undersigned Limited Partner understandsPartnership Agreement to provide that distributions of Net Cash Receipts be made at the discretion of the General Partner, is seeking the affirmative consent of the Limited Partners to authorize the General Partner to initiate a sale of the Partnership’s properties at a Minimum Purchase Price of $18,075,000.but no less frequently than semi-annually (the “Distribution Amendment”).

THE GENERAL PARTNER RECOMMENDS A VOTEThe General Partner recommends a vote FOR THE TRANSACTION. each of the Extension Amendment, the Prospective Sale and Dissolution and the Distribution Amendment.

THIS TRANSACTIONEACH PROPOSALS REQUIRES THE APPROVAL BY THE HOLDERS OF MORE THAN 50% OF THE OUTSTANDING UNITS OF THE PARTNERSHIP.

Continued and to be signed and dated on reverse side

PLEASE MARK YOUR VOTE ON REVERSE SIDE AND SIGN AND DATE AND PROMPTLY MAIL TO:

Phoenix American Financial Services, Inc., 2401 Kerner Blvd., San Rafael, CA 94901

THIS CONSENT CARD IS VALID ONLY WHEN SIGNED AND DATED

PLEASE CHECK THE APPROPRIATE BLANK BOX BELOW IN BLUE OR BLACK INK TO INDICATE YOUR VOTE ON THIS MATTER.

The General Partner recommends a voteFOR the Transaction, including a sale of alleach proposal identified below:

FOR [  ] AGAINST [  ] ABSTAIN [  ]

RESOLVED, that if the General Partner determines it to be in the best interest of the Partnership’s Properties, which would result in the liquidation and dissolution of the Partnership.