THE FOUNTAIN ALLEY BUILDING

FOR ACCREDITED INVESTORS ONLY

THE FOUNTAIN ALLEY BUILDING

SAN JOSE, CALIFORNIA

1. The Fountain Alley Building 2. Keystone @ Downtown West 3. Madera @ Downtown West 4. Delmas Senior @ Downtown West 5. Icon @ Civic Center 6. Paseo 7. The Mark @ SJSU

OFFICE: 67,000 SF RETAIL: 19,500 SF

The first of many exciting projects, this

property located at 26 & 30 S. 1st Street

will feature 67,000 square feet of office

space and 19,500 square feet of retail

space located on historic Fountain Alley,

next to the Bank of Italy and 200 feet

from the future Bay Area Rapid Transit

(BART) Station. The retail will wrap down

Fountain Alley and be mirrored by the

Bank of Italy’s newly renovated retail to

create a destination point. This project is

slated to be on of the largest roof top

restaurant & bar in Silicon Valley. The

project includes the re-use of the

adjacent historic building that will be used

as the main entrance and lobby for the

office space. Tenants will have a grand

historic entrance and lobby that leads to

a Class A modern office. The land is pre-

zoned and pre-general planned for mixed

use, and construction is slated to begin in

Q3 of 2021.

TRANSACTION STATUS: Purchased

OFFICE: 61,000 SF

RETAIL: 19,000 SF

This property is located at 26 & 30 S.

1st Street on historic Fountain Alley,

next to the Bank of Italy and 200 feet

from the future BART Station. The

retail will wrap down Fountain Alley and

be mirrored by the Bank of Italy’s newly

renovated retail to create a destination

point. The FAB Project will also feature

the largest roof top restaurant & bar in

Silicon Valley. The project includes the

re-use of the adjacent historic building

that will be used as the main entrance

and lobby for the office space. Tenants

will have a grand historic entrance and

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THE KEYSTONE



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HOTEL KEYS: 175

PARKING: 123 Stalls

This hotel is located in a highly-

coveted position only 200 yards from the planned Google campus and a few blocks from Adobe’s Global HQ. It is

also just steps away from the SAP Arena and Event center, and the

Diridon Station slated to be the largest Multi-Model transit hub on the West Coast. Construction on this

property is expected to start in Q3 2021 and delivered in June 2023. This new facility will be a select

service extended stay hotel serving the business community and visitors

to downtown San Jose. The land is pre-zoned and pre-general planned for mixed use.

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MADERA SAN JOSE, CALIFORNIA


RESIDENTIAL: 140 Units

Madera @ Downtown West is a

multi-family apartment project located in the heart of Downtown

San Jose adjacent to the planned Google campus and San Jose

Diridon Station, a major Silicon Valley transportation hub. It will

house 250 individuals in a mix of studios, two bedroom, three

bedroom, four bedroom, and five bedroom units. Construction is

slated to start in Q3 of 2021.

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DELMAS SENIOR LIVING SAN JOSE, CALIFORNIA


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ASSISTED LIVING: 117 Units

MEMORY CARE: 50 Units

Delivering the critical need for assisted living and memory care,

the Delmas Senior Living project will consist of 117 units of housing

in the urban center of San Jose, with amazing access to Downtown

San Jose’s amenities and activities. This project is one of

the first senior living projects in downtown San Jose in

decades. Construction is slated to start in Q4 of 2021.

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THE ICON



MULTI FAMILY: 348 Units OFFICE: 114,000 SF

RETAIL: 6,000 SF

Across from City Hall and only 100 yards from the future Bay Area Rapid Transit (BART) Station, this property will feature 348 units of multi-family apartments housing over 1,000 individuals, and 6,000 square feet of ground floor retail space. Located within walking distance from downtown amenities, businesses, restaurants and VTA light rail, the addition of BART will truly make this project the definition of Transit Oriented Development.

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PASEO SAN JOSE, CALIFORNIA


OFFICE: 65,000 SF

RETAIL: 22,000 SF

Located between 1st and 2nd

street in downtown San Jose, and

on the Paseo de San Antonio a

major pedestrian walkway.

Connecting San Jose State

University to Plaza de Cesar

Chavez, Paseo is slated to be

transformed into a combination of

65,000 square feet—three floors—

of office space over 22,000

square feet of retail. It is ideally

located close to the Hammer

Theater, the popular SoFA district

and Fairmont Plaza.

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THE MARK



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STUDENT HOUSING: 222 Units

Located adjacent to San Jose

State University’s Campus in downtown San Jose, this project

will include 222 student apartments including over 800

student beds. Onsite amenities and programming will cater to current

SJSU students looking for housing close to campus. The project is also

adjacent to the SoFA Arts District, which is a very popular student

destination for recreation and activities. Construction is slated to

begin in Q4 of 2021.

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CITY HALL

DIRIDONSTATION

CONVENTION

CENTER

OPPORTUNITY ZONE SAN JOSE STATE UNIVERSITYADOBEGOOGLE @ DOWNTOWN WEST

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1. Fountain Alley Building - Urban Catalyst

2. Keystone - Urban Catalyst

3. Madera - Urban Catalyst

4. Delmas - Urban Catalyst

5. The Icon - Urban Catalyst

6. Paseo - Urban Catalyst

7. The Mark - Urban Catalyst

8. Robson Homes

9. Hotel - Swenson

10. Botown Tower - Urban Community

11. Valley Title - Urban Community

12. DRT - Digital Reality Trust

13. Parking Lot - Sobrato

14. Parking Lot - Sobrato

15. Fountain Alley Lot - Urban Community

16. AT&T - DiNapoli

17. Davidson Building - Urban Community

18. Block E - Swenson

19. 1 million SF Office – Matt Love

20. Mixed Use Tower – KT Properties

21. Almaden Parking Lot - Boston Prop.

22. Gateway Tower - Core

23. Museum Place - Urban Community

24. Alquist Building - SJSU

25. Tower Office - Sobrato

26. City View Plaza - Jay Paul

27. Greyhound Towers - Z & L

28. Post Street Tower - Kinship

29. Ross - Altera

30. Marriot Moxy - Lew Wolf

31. Carlysle Tower - Acquity

32. Park View Towers - Z & L

33. Block H - Z & L

34. Platform 16 - TMG Partners

35. Aviato - Starcity

36. Park Ave - Jay Paul

37. Bank of Italy - Urban Community

38. Miro Towers - Bayview

39. Modera - Mill Creek

40. Silvery Towers - Z & L

41. San Pedro Residences - Intracorp

42. Sparq - Core

43. The Grad – Swenson

44. Garage - Wilson Meany

45. KQED Building - Jay Paul

46. The James - Fairfield

PLANNED

URBAN CATALYST PROJECTS

ENTITLEMENTS

UNDER CONSTRUCTION

BUILT

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IMPORTANT DISCLOSURES & RISK FACTORS

The information contained in this document, and other related documents (collectively the “Supplemental Material”), is provided for informational and discussion purposes only and is not intended to be, nor should it be construed or used as financial, legal, tax or investment advice with respect to interests in Urban Catalyst Opportunity Fund I LLC (the “Fund”), an investment sponsored by Urban Catalyst LLC (the “Sponsor”). The offer and sale of interests in the Fund is being made only by delivery of the Fund’s private placement memorandum, certain organizational documents, subscription agreement, and certain other information to be made available to investors by the Sponsor (the “Operative Documents”). You may only invest in the Fund if you are an accredited investor as defined in Rule 501 of Regulation D.

No person has been authorized to make any statement concerning the Sponsor or the Fund other than as set forth in the Supplemental Material or the other Operative Documents and any such statements, if made, may not be relied upon. By accepting delivery of the Supplemental Material, you agree to keep confidential all information contained herein and to share such information only with persons who are directly concerned with your investment decisions (in each case, under duties of confidentiality). The Supplemental Material may not be reproduced or redistributed without the prior written consent of the Sponsor.

Investing in the Fund will involve significant risks, including possible loss of your entire investment. An investment in the Fund will be illiquid, as there is no secondary market for the Fund’s interests and none is expected to develop; and there will be substantial restrictions on transferring such interests. Accordingly, an investor may be required to maintain its interest in the Fund for an indefinite period of time. The interests in the real property to be acquired by the Fund are subject to leverage and their investment performance may be volatile. Investors should have the financial ability and willingness to accept the risk characteristics of the Fund.

Prospective investors should make their own investigations and evaluations of the information contained in the Supplemental Material and the other Operative Documents. Each prospective investor should consult its own attorneys, business advisors and tax advisors as to legal, business, tax and related matters concerning the information contained herein. The Supplemental Material do not take into account the particular investment objectives or financial circumstances of any specific person who may receive it. An investment in the Fund is not suitable for all investors.

Except where otherwise indicated herein, the information provided in the Supplemental Material is based upon matters as they exist as of the date of the Supplemental Material and not as of any future date, and the Supplemental Material will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date hereof. For information as of a more recent date, please inquire of the Sponsor. A description of the risks and other disclosures involved in investing in the Fund is contained in the Operative Documents, which should be reviewed carefully by prospective investors. However, the Supplemental Material are not complete and do not contain all the information about the Fund, including all the terms of, and risks associated with, the Fund.

Certain information included in the Supplemental Material has been obtained from third-party sources and, although believed to be reliable, its accuracy or completeness cannot be guaranteed and should not be relied upon as such. Projected returns are based on projections that have been prepared in good faith on assumptions that the Sponsor believes are reasonable on the basis of its past real estate investing experience. Prospective investors should bear in mind that the Fund may not realize such cash flows or achieve such projected returns, and may lead to substantial losses including the investment in its entirety.

The Supplemental Material contain forward-looking statements that include statements, express or implied, regarding current expectations, estimates, projections, opinions and beliefs of the Sponsor, as well as the assumptions on which those statements are based. Potential investors are cautioned not to place undue reliance on any forward-looking statements or examples included herein.

RISK FACTORS

Risks Related to an Investment in Urban Catalyst Opportunity Fund I LLC:

• We have no prior operating history, and the prior performance of our Sponsor or other real estate investment opportunities sponsored by our Sponsor or affiliated entities may not predict our future results.

• No representation is made that the Fund will, or is likely to, achieve its objectives or that any investor will, or is likely to, achieve results comparable to those shown herein, or will avoid incurring substantial losses. Past performance is no guarantee of future results. Risks Related to an Investment in Urban Catalyst Opportunity Fund I LLC

• We have no prior operating history, and the prior performance of our Sponsor or other real estate investment opportunities sponsored by our Sponsor or affiliated entities may not predict our future results.

• You should not assume that our performance will be similar to the past performance of projects sponsored by our Sponsor’s manager.

• There is no assurance that we will be successful in qualifying as an Opportunity Fund under the TCJA.

• Because no public trading market for your units currently exists, it will be difficult for you to sell your units and if you are able to sell your units, you will likely sell them at a substantial discount to the offering price.

• If we are unable to find suitable investments in Opportunity Zones, we may not be able to achieve our investment objectives or pay distributions.

• If we pay distributions from sources other than our cash flow from operations, we will have less funds available for investments and your overall return will be reduced.

• Future disruptions in the financial markets or deteriorating economic conditions could adversely impact the commercial real estate market as well as the market for equity-related investments generally, which could hinder our ability to implement our business strategy and generate returns to you.

• We may suffer from delays in locating suitable investments in Opportunity Zones, which could limit our ability to make distributions and lower the overall return on your investment.

• Although we expect to acquire a total of approximately 10 projects, and while we have acquired properties for three projects, executed joint venture agreements on two more projects, and have signed agreements to purchase an additional two projects as of the date of this PPM, we have not identified any other investments to acquire with the net proceeds of the Initial Offering. You will not have the opportunity to evaluate our future investments before we make them, which makes your investment more speculative.

• Although a member of our Sponsor has committed to make a relatively significant equity investment in the Fund, you may be more likely to sustain a loss on your investment if such commitment to invest in the Fund is not honored.

• If we do not successfully implement a liquidity transaction, you may have to hold your investment for an indefinite period.

URBAN CATALYST OPPORTUNITY FUND I LLC FEE SUMMARY The following is intended only as a summary of fees related to the Offering for investment in Urban Catalyst Opportunity Fund I LLC (the “Fund”). For a complete description of all fees, please refer to the Fund’s private placement memorandum. FUND LEVEL FEES:

• 1.5% Investment Management & 0.5% Tax & Accounting Fees, charged quarterly and capped at 2% of the higher of offering proceeds or 150% of NAV

• 80/20 investor/sponsor profit split after investors receive an 8% IRR with no catch up • Formation and Offering expenses actually incurred and capped at $2,500,000 • Management Fee Discounts between 25 and 100 basis points depending on the size of the

amount invested • Investment Management Fee decreases by 25 basis points annually beginning Jan 1, 2028, until

reaching 0.5% PROJECT LEVEL FEES:

• 2% Acquisition Fee • 5% Construction & Development Fee • 1% Loan Origination Fee • 1% Guarantee Fee (annually with a 3-year max term) • 0.5% Asset Management Fee • 1% Disposition/Liquidation Fee

FOR MORE INFORMATION: Yoram Arbel [email protected] (408) 499-3834

DISCLOSURE: Rainmaker Securities, LLC (“RMS”) is a FINRA registered broker-dealer and SIPC member. RMS representatives are supervised from the 3131 NE 1st Ave., Suite 3002, Miami, FL 33137. For additional important disclosures, including our relationship summary, please visit www.rainmakersecurities.com/disclosures.

RMS is engaged by its clients to make referrals to buyers or sellers of securities. If such client closes a securities transaction with a buyer or seller so referred, RMS is entitled to a success fee from the client. Such success fee may be in the form of cash or in warrants to purchase securities of the client or client’s affiliate. It is not uncommon for RMS or RMS representatives to hold equity in its issuer clients or in the issuers of securities purchased or sold by the parties to a transaction.

This confidential communication does not represent an offer or solicitation to buy or sell securities. Such an offer must be made via definitive legal documentation by the buyer or seller of securities. RMS deals only in securities offered in private placements (“Securities”). The Securities are not approved or disapproved by the SEC or any other federal or state agency. No regulatory agency has endorsed the accuracy or adequacy of this communication or any offer or solicitation to buy or sell the Securities.

Only investors that qualify as “accredited investors” - as defined Rule 501(d) of the Securities Act of 1933 - may invest in the securities. Investments in the Securities are speculative and involve a high degree of risk. An investor in the Securities should have little to no need for liquidity in the foreseeable future and should be able to withstand the loss of the entire investment. Potential buyers or sellers of the Securities should seek professional counsel prior to entering into any transaction.