For Review By: ____________________________________________ Copy Number: _____________________ PRIVATE & CONFIDENTIAL Private Placement Memorandum PreConstruction Catalysts, Inc. Catalysts Private Equity Fund 1 “A Catalyst For Large Project Developers” A PRIVATE EQUITY INVESTMENT FUND www.pccfunding.com THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE INVESTORS WHO CAN WITHSTAND THE LOSS OF THEIR ENTIRE INVESTMENT SHOULD CONSIDER AN INVESTMENT IN THESE SECURITIES. $500,000 MINIMUM (ESCROW MINIMUM IS $500,000) AND $100,000,000 MAXIMUM CONSISTING OF A PRORATED UNIT BASED SHARE OF THE FUND THROUGHOUT ITS LIFE. THE ENTIRE FUND WILL BE INVESTED AND THE PROCEEDS OF THE INVESTMENTS WILL INURE TO THE BENFIT OF THE FUND. THE FUND WILL DIVEST ALL OF ITS INVESTMENTS BY DECEMBER 31, 2028, AND THE PROCEEDS WILL BE DISBURSED TO THE MEMBERS IN RELATION TO THEIR INVESTMENT ACCOUNT. Price - $10.00 per Unit Up to 10,000,000 Units Minimum Purchase - 5,000 Units ($50,000) Per Investor February 18, 2008 For Review By: ____________________________________________Copy Number: ____________________ PRIVATE & CONFIDENTIAL THE BUSINESS OF THE PRIVATE EQUITY FUND 1, LLLP The CATALYST PRIVATE EQUITY FUND 1 “FUND” is a Limited Liability Limited Partnership Fund designed to provide fee charges for real estate, commercial, and other business entities throughout the United States and Internationally. The Fund will target companies who have preliminarily been accepted for funding, but cannot cover initial investor fees for due-diligence, application, and other legitimate lender/investor fees. PreConstruction Catalysts, Inc. PreConstruction Catalysts, Inc. will act as the General Managing Partner in the Fund. The Fund will exit all investments by the end of 2014 and disperse the gains and losses. THE BUSINESS OF PRECONSTRUCTION CATALYSTS, INC. PreConstruction Catalysts, Inc., a Maryland Corporation ("PreConstruction Catalysts”, or “The Company") [website: www.pccfunding.com], will seek to act as the lead financing broker for certain debt, joint venture, hedge fund and private equity transactions focused on large scale real estate developments, manufacturing, and related industries which have obtained preliminary funding approval from bonafide investment resources as sourced by The Company’s activities as a Funding Facilitator for such project. PreConstruction Catalysts will seek exclusively to invest in companies with acceptance and preliminary or final approval for financing subject to fees. The structure of the PreConstruction Catalysts investment entities will primarily be cash in to cover upfront fees in exchange for a small equity participation in the life of the projects, including operating cash flow. The Investment entity will primarily seek to acquire small to middle market size companies that are generally not targeted by larger buyout funds. The target annual internal rate of return for investments by the Investment entity will be at least 20%. However, there is no guarantee of the performance of the investment entities or that their investment objectives will be achieved. PreConstruction Catalysts has no indications of interest from potential equity sponsors such as a large private equity group for equity investment sponsorship or as lead equity sponsor for closing individual platform acquisitions. Advisory Services: In addition, PreConstruction Catalysts provides financing introductions and consulting for client companies; and, confidential investment analysis and transaction management recommendations to companies, funds, and high net-worth individuals who are in the process of considering investment opportunities in the private equity market. PreConstruction Catalysts, Inc. 18156 Darnell Drive Olney MD 20832 Phone: (301) 570-9100 Fax: (240) 363-0062 mike@PreConstruction Catalysts.com website: www.pccfunding.com $1,000,000 MINIMUM (escrow minimum is $500,000) and $100,000,000 MAXIMUM Price = $10.00 per UNIT up to 10,000,000 UNITS Minimum Purchase =5,000 Units ($50,000) 5,000,000 Units membership interests ( exclusive of those purchased by management ) in the Company (individually a "Unit" and collectively "Units") are being offered at $10.00 per Unit by PreConstruction Catalysts, Inc. ("PreConstruction Catalysts" or the "Company”), subject to the right of the Company to accept subscriptions for less than 5,000 Units. The Offering is contingent upon, among other things, sale by the Company of a minimum of 5,000 Units for an aggregate of $1,000,000 prior to the expiration date of the Offering. The Company will continue to accept subscriptions for the Units until it has sold 10,000,000 Units for aggregate proceeds of at least $100,000,000 or until the Company determines For Review By: ____________________________________________Copy Number: ____________________ PRIVATE & CONFIDENTIAL to terminate the offering, but no later than December 31, 2008 (the "Offering Period"). The information in this Private Placement Memorandum (this "Memorandum") is furnished on a confidential basis to the person named on the cover page. By acceptance of this Memorandum, the Offeree agrees that he or she will not transmit, reproduce or make this Memorandum and any documents or other information supplied in connection with it available to anyone other than the Offeree’s business, legal or financial advisors without the prior written consent of the Company. These restricted securities are being offered (the "Offering") for sale to accredited investors, as defined in the exemptions from registration contained in Sections 4(2) and 4(6) and Rule 506 of Regulation D under the Securities Act of 1933 (as amended from time to time, the "Securities Act"). No application to register these securities and no registration statement has been or will be filed with the United States Securities and Exchange Commission or with any state securities commission. THESE SECURITIES ARE SPECULATIVE, INVOLVE A HIGH DEGREE OF RISK, AND ARE NOT RECOMMENDED FOR INVESTORS WHO CANNOT AFFORD A LOSS OF THEIR ENTIRE INVESTMENT. THE OFFERING PRICE HAS BEEN ARBITRARILY DETERMINED AND BEARS NO RELATIONSHIP TO THE VALUE OF THE COMPANY OR ITS ASSETS. SEE "INVESTOR SUITABILITY" AND "RISK FACTORS". THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Price to Investors and Proceeds to Company (1) Price per Unit $10.00 $10.00 Total Minimum $1,000,000 $850,000 Total Maximum $100,000,000 $95,700,000 LOCATIONS PreConstruction Catalysts, Inc. 18156 Darnell Drive Olney MD 20832 Phones: (301) 570-9100 Facsimile (240) 363-0062 E-mail: [email protected] Visit Our Homepages at www.pccfunding.com PRIVATE AND CONFIDENTIAL For Review By: Copy Number: PRIVATE & CONFIDENTIAL THERE IS NO PUBLIC MARKET FOR THE UNITS AND THERE IS NO ASSURANCE ANY MARKET WILL DEVELOP. THE UNITS ARE RESTRICTED SECURITIES UNDER THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION AND CERTAIN STATE SECURITIES LAWS. SEE "TERMS OF THE OFFERING". The information contained herein does not purport to be all-inclusive or to contain all the information that a prospective investor may desire to review in investigating the Company. Each investor must conduct and rely on his or her own evaluation of the Company and the Units offered hereby, including the merits and risks involved, in making an investment decision with respect to the Units offered. The Company recommends strongly that any potential investor consult with his or her lawyers, accountants or other investment professionals or advisors to seek their counsel before deciding to make an investment. Every investor is at risk of losing part or all of their entire investment. See "RISK FACTORS" for a discussion of certain factors that should be considered in connection with this Offering. This Memorandum has been prepared for distribution to a limited number of persons ("Investors" or "Offerees") to assist them in evaluating a proposed investment in Units of the Company offered hereby. This Memorandum constitutes an offer only to the person named on the cover page. Offers may be made only to persons deemed eligible for participation under the criteria set forth in this Memorandum. No person may participate in this Offering except pursuant to the terms set forth in this Memorandum and subject to the Company's approval. The Company reserves the right to reject any subscription in whole or in part. Any subscription that is not accompanied by properly executed subscription documents will be rejected. By accepting delivery of this Memorandum the Offeree agrees to return it, along with any documents or other information supplied in connection with it, to the Company in the event the Offeree elects not to make a subscription or his or her entire subscription is rejected. No one, except the managers of the Company, is authorized to make statements or furnish information not included in this Memorandum. Any information or representation not contained herein or not received from or made by managers of the Company must not be relied upon as having been authorized by the Company. Prospective investors are urged to request from the Company any additional information that they may consider necessary to make an informed investment decision or to verify the information set forth in this Memorandum. Such information will