Urban Catalyst Industrial I, DST

THIS PRESENTATION IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY SECURITIES. THE OFFERING AND SALE OF INTERESTS IN URBAN CATALYST INDUSTRIAL I DST (the “DST”) IS ONLY BEING MADE AND CAN ONLY BE MADE DELIVERY OF DST’S PRIVATE PLACEMENT MEMORANDUM (“PPM”), CERTAIN ORGANIZATIONAL DOCUMENTS, SUBSCRIPTION AGREEMENT AND CERTAIN OTHER INFORMATION TO BE MADE AVAILABLE TO INVESTORS (“OPERATIVE DOCUMENTS”) BY DST’S SPONSOR. This material contained herein (i) may not be relied upon in making an investment decision related to any investment offering, (ii) does not and cannot replace the PPM or Operative Documents, (iii) is qualified in its entirety by the PPM and Operative Documents, and (iv) must be read in conjunction with the PPM and Operative Documents in order to fully understand all of the implications and risks of the offering of securities to which the PPM and Operative Documents relate. All potential investors must read the PPM, and no person may invest without acknowledging receipt and complete review of the PPM.  Neither the Securities and Exchange Commission, the Attorney General of the State of New York nor any other state securities regulator has approved or disapproved of the DST securities, determined if the Operative Documents are truthful or complete or passed on or endorsed the merits of the offering. Any representation to the contrary is a criminal offense. You may only invest in the DST if you are an accredited investor as defined in Rule 501 of Regulation D.

Investing in the DST will involve significant risks, including possible loss of your entire investment.  An investment in the DST will be illiquid, as there is no secondary market for the DST’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 DST for an indefinite period of time. The interests in the real property to be acquired by the DST 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 DST.

Prospective investors should make their own investigations and evaluations of the information contained in this presentation and the other Operative Documents. The illustrations, projections, and statements contained herein are subject to substantial risks which are more fully described in the PPM.  Moreover, such risks may vary from investor to investor.  ALL PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX, BUSINESS, FINANCIAL, AND/OR LEGAL COUNSEL AS TO TAX, BUSINESS, FINANCIAL, LEGAL, AND RELATED MATTERS, CONCERNING THE INFORMATION CONTAINED HEREIN BEFORE CONSIDERING AN INVESTMENT IN THE DST. This presentation does not take into account the particular investment objectives or financial circumstances of any specific person who may receive it.  An investment in the DST is not suitable for all investors.

This presentation contains forward-looking statements within the meaning of federal securities laws and regulations relating to the business and financial outlook of the DST that are based on management’s current expectations, estimates, forecasts and projections and are not guarantees of future performance. These forward-looking statements are identified by the use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will” and other similar terms and phrases, including references to assumptions and forecasts of future results. Actual results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this presentation. Forward-looking statements in this material speak only as of the date on which such statements were made and not as of any future date, and the DST undertakes no obligation to update any such statements that may become untrue because of subsequent events. Past performance is no guarantee of future results.

Investing in the DST is speculative and involves substantial risks. You should purchase these securities only if you can afford a complete loss of your investment. It is difficult to accurately predict the results to a Member from an investment in the Company. 

PURCHASE OF THE INTERESTS IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.  IT IS DIFFICULT TO ACCURATELY PREDICT THE RESULTS TO A PURCHASER FROM AN INVESTMENT IN THE PROPERTY BECAUSE OF GENERAL UNCERTAINTIES ASSOCIATED WITH THE OWNERSHIP OF REAL ESTATE.  IN ADDITION TO THE CARIOUS RISKS SET FORTH IN THE PPM’S “RISK FACTORS” SECTION, WHICH EACH PROSPECTIVE PURCHASER MUST READ PRIOR TO SUBSCRIBING FOR THEIR INTERESTS, ALL PROSPECTIVE INVERSTORS SHOULD CONSULT WITH THEIR OWN TAX, BUSINESS, FINANCIAL, AND LEGAL PROFESSIONALS PRIOR TO MAKING A DECISION TO INVEST IN THE DST. 

Please note that specific disclosures are provided in the PPM for residents of certain states, including but not limited to Florida, New Hampshire, and Pennsylvania.  Investors should be sure to read the entire PPM, including the disclosures related to the state relevant to their investment.

ALL PROSPECTIVE INVESTORS MUST ALSO READ AND CAREFULLY REVIEW THE SECTION ENTITLED “RISK FACTORS” OF THE DST’S PPM TO LEARN ABOUT SOME OF THE RISKS YOU SHOULD CONSIDER BEFORE BUYING OUR DST INTERESTS.  THE FOLLOWING IS A LIST OF SOME OF THE CATEGORIES OF RISK FACTORS DESCRIBED IN MORE DETAIL IN THE PPM. ALL PROSPECTIVE INVESTORS MUST READ AND CAREFULLY REVIEW THE ENTIRETY OF THE PPM PRIOR TO MAKING A DECISION TO INVEST. THE FOLLOWING LIST IS NON-EXHAUSTIVE AND INTENDED ONLY FOR CONVENIENCE AND MUST NOT BE REGARDED AS A SUBSTITUTE, MODIFICATION, OR REPLACEMENT FOR THE LANGUAGE CONTAINED IN THE PPM.

Risks Relating to Forward-Looking Statements

Miscellaneous Risks Relating to the Offering

Delaware Statutory Trust Structure Risks

Real Estate Risks

Risks Relating to the Loan

Risks Relating to the Beneficial Owners

Risks Relating to the Management of the Property

Tax Risks

An investment in the DST entails Federal income tax risks, a general description of which is contained in the PPM.  See the “FEDERAL INCOME TAX

CONSEQUENCES” section in the PPM.  Because the tax consequences from the ownership of DST interests are complex, may vary from investor to investor depending on individual circumstances, and entail legal issues that are not settled, each prospective investor is strongly encouraged to consult their own tax, business, financial, and/or legal professional about the tax consequences associated from the investor’s purchase of DST interests.  No representation or warranty of any kind can be given that the IRS, or other relevant tax authority, will accept any claim that an investor may make regarding their DST interests.

ALL PROSPECTIVE INVESTORS MUST ALSO READ AND CAREFULLY REVIEW THE SECTION ENTITLED “RISK FACTORS” OF THE DST’S PPM TO LEARN ABOUT SOME OF THE RISKS YOU SHOULD CONSIDER BEFORE BUYING OUR DST INTERESTS.  THE FOLLOWING IS A LIST OF SOME OF THE OTHER POSSIBLE RISK RELATING TO AN INVESTMENT IN OUR DST INTERESTS. ALL PROSPECTIVE INVESTORS MUST READ AND CAREFULLY REVIEW THE ENTIRETY OF THE PPM PRIOR TO MAKING A DECISION TO INVEST. THE FOLLOWING LIST IS INTENDED ONLY FOR CONVENIENCE AND MUST NOT BE REGARDED AS A SUBSTITUTE, MODIFICATION, OR REPLACEMENT FOR THE LANGUAGE CONTAINED IN THE PPM.

• There will not be debt associated with the Property. Therefore, you will not be treated as having assumed any liabilities for federal tax purposes. 
• We depend on tenants for our revenue, and lease defaults or terminations could reduce our net income and limit our ability to make distributions.
• Our revenue will be significantly impacted by the success and economic viability of our retail anchor tenants. Our reliance on a single tenant or significant tenants in certain buildings may decrease our ability to lease vacated space and adversely affect the returns on our beneficial owners’ investment.
• Adverse economic or regulatory developments could negatively affect our results of operations, financial condition and ability to make distributions to our beneficial owners.
• Rent control and other changes in applicable laws, or noncompliance with applicable laws, could adversely affect our operations or expose us to liability.
• Costs imposed pursuant to governmental laws and regulations may reduce our net income and the cash available for distributions to beneficial owners.
• The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property or of paying personal injury or other damage claims could reduce the amounts available for distribution to our beneficial owners.
• Costs associated with complying with the Americans with Disabilities Act may decrease cash available for distributions.
• Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce our cash flows and the return on our beneficial owners’ investment.
• The Property is illiquid, and the trust agreement restricts our ability to vary our investment in response to changes in economic and other conditions.
• Competition with third parties may reduce the tenant’s profitability and its ability to make payments due to the Master Tenant, which will negatively impact the Master Tenant’s ability to make payments due to the DST.
• A prolonged economic slowdown, a lengthy or severe recession or declining real estate values could harm our operations.

Offering Disclosure
The contents of this communication: (i) do not constitute an offer of securities or a solicitation of an offer to buy securities, (ii) offers can be made only by the confidential Private Placement Memorandum (the “PPM”) which is available upon request, (iii) do not and cannot replace the PPM and is qualified in its entirety by the PPM, and (iv) may not be relied upon in making an investment decision related to any investment offering by an issuer, or any affiliate, or partner thereof ("Issuer"). All potential investors must read the PPM and no person may invest without acknowledging receipt and complete review of the PPM.  With respect to any “targeted” goals and performance levels outlined herein, these do not constitute a promise of performance, nor is there any assurance that the investment objectives of any program will be attained. All investments carry the risk of loss of some or all of the principal invested. These “targeted” factors are based upon reasonable assumptions more fully outlined in the Offering Documents/ PPM for the respective offering. Consult the PPM for investment conditions, risk factors, minimum requirements, fees and expenses and other pertinent information with respect to any investment. These investment opportunities have not been registered under the Securities Act of 1933 and are being offered pursuant to an exemption therefrom and from applicable state securities laws. All offerings are intended only for accredited investors unless otherwise specified. Past performance are no guarantee of future results. All information is subject to change. You should always consult a tax professional prior to investing. Investment offerings and investment decisions may only be made on the basis of a confidential private placement memorandum issued by Issuer, or one of its partner/issuers. Issuer does not warrant the accuracy or completeness of the information contained herein. Thank you for your cooperation.

Real Estate Risk Disclosure:

There is no guarantee that any strategy will be successful or achieve investment objectives including, among other things, profits, distributions, tax benefits, exit strategy, etc.; Potential for property value loss – All real estate investments have the potential to lose value during the life of the investments; Change of tax status – The income stream and depreciation schedule for any investment property may affect the property owner’s income bracket and/or tax status. An unfavorable tax ruling may cancel deferral of capital gains and result in immediate tax liabilities; Potential for foreclosure – All financed real estate investments have potential for foreclosure; Illiquidity – These assets are commonly offered through private placement offerings and are illiquid securities. There is no secondary market for these investments. Reduction or Elimination of Monthly Cash Flow Distributions – Like any investment in real estate, if a property unexpectedly loses tenants or sustains substantial damage, there is potential for suspension of cash flow distributions; Impact of fees/expenses – Costs associated with the transaction may impact investors’ returns and may outweigh the tax benefits Stated tax benefits – Any stated tax benefits are not guaranteed and are subject to changes in the tax code. Speak to your tax professional prior to investing.