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PLEASE TAKE NOTICE, that in accordance with applicable provisions of the Uniform Commercial Code of the State of New York, RICP V FEEDER AUU, LLC, a Delaware limited liability company (the “Secured Party”), will sell at public auction all right, title, interest, claim and estate in and to those certain all limited liability company interests respectively held by (1) RF URBANSEA TIC MEMBER LLC, a Delaware limited liability company (“Urbansea”), in RF URBANSEA TIC LLC, a Delaware limited liability company, and (2) URBAN UNION STAR MEMBER LLC, a Delaware limited liability company (“Urban Star”), in URBAN UNION STAR LLC, a Delaware limited liability company (each of Urbansea and Urban Star being collectively referred to hereinafter as “Pledgor” and each such reference shall refer individually and collectively to each and both of Urbansea and Urban Star), together with all other Collateral (as defined in that certain Mezzanine Pledge and Security Agreement, dated as of February 3, 2022, executed by Pledgor in favor of Secured Party, as amended from time to time (the “Pledge Agreement”)) (such interests and all such other Collateral being referred to hereinafter collectively as the “Equity Interests”). The Equity Interests secure indebtedness owing by Pledgor to Secured Party in a principal amount of not less than $46,750,000.00 plus unpaid interest and fees, attorneys’ fees and other charges including the costs to sell the Equity Interests (“Debt”).

Secured Party’s understanding, without making any representation or warranty as to accuracy or completeness, is that the principal asset of the Pledged Entities is the real property located at the address set forth in Schedule I and the business thereon.

The public auction sale (“Public Sale”) will be held on June 20, 2024, at 10:00 a.m. Eastern Time, by virtual bidding via Zoom and/or at Secured Party’s sole option, in-person in the offices of Kirkland & Ellis LLP office located at 601 Lexington Ave., New York, NY 10022. The URL address and password for the online video conference will be provided to all confirmed participants that have properly registered for the Public Sale. The Public Sale will be conducted by auctioneer Matthew D. Mannion, of Mannion Auctions, LLC, New York City Division of Consumer Affairs Licensed Auctioneer, License No. 1434494.

At the Public Sale, Secured Party unconditionally reserves the right to: (i) credit bid up to the amount of the Debt; (ii) set minimum price(s) for the Equity Interests; (iii) establish the terms and conditions of the Public Sale (“Terms of Public Sale”) which shall comply with all restrictions and obligations pursuant to that certain Mezzanine Loan Agreement, dated as of February 3, 2022, by and between the Secured Party and the Pledgor, as amended by that certain First Amendment to Mezzanine Loan Agreement and Other Loan Documents, dated as of August 2, 2022, as amended by that certain Mezzanine Extension Agreement, dated as of February 9, 2024 and as further amended by that certain Second Mezzanine Extension Agreement, dated as of March 8, 2024, the Pledge Agreement and applicable law; (iv) cancel or adjourn the Public Sale, in whole or in part; and (v) reject bids, in whole or in part, that Lender determines in its sole discretion do not comply with the Terms of Public Sale.

Prospective and winning bidder(s) will be required to represent in writing to Secured Party that they will adhere to the Terms of Public Sale and are purchasing the Equity Interests for their own account, not acquiring them with a view toward the sale or distribution thereof and will not resell the Equity Interests unless pursuant to a valid registration under applicable federal and/or state securities laws, or a valid exemption from the registration thereunder. The Equity Interests have not been registered under such securities laws and cannot be sold by the winning bidder(s) without registration or application of a valid exemption. The Equity Interests will be offered for sale at the Public Auction “as-is, where-is”, and there are no express or implied warranties or representations relating to title, possession, quiet enjoyment, merchantability, fitness, or the like as to the Equity Interests. THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, NOR THE SOLICITATION OF AN OFFER TO BUY, THE DISPOSITION ASSETS TO OR FROM ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED.

Parties interested in bidding on the Equity Interests must contact Secured Party’s advisor Jason Flynn of Eastdil (“Advisor”), via email at [email protected] and may find additional information at www.UrbanUnionUCC.com.  Upon execution of a standard non-disclosure agreement, additional documentation and information will be available. Interested parties who do not contact Advisor and register before the Public Sale will not be permitted to participate in bidding at the Public Sale.

In addition, in order to qualify to bid at the Public Sale, a prospective bidder must deliver an earnest money deposit (the “Deposit”) in the form of a cashier’s check issued by a national bank with a branch in New York, New York or wire transfer pursuant to the instructions provided by a national title company in its capacity as escrow agent (the “Escrow Agent”), for not less than ONE MILLION AND 00/100 DOLLARS ($1,000,000.00). The Sale will conclude when Secured Party determines that it has received the highest or otherwise best bid from a qualified bidder (the “Successful Bid”).  Within two (2) business days of being determined the Successful Bidder, the Successful Bidder shall increase the Deposit amount so that it equals ten percent (10%) of the Successful Bid by wire transfer to the Escrow Agent. No later than ten (10) calendar days after the Secured Party’s acceptance of the Successful Bid, the Successful Bidder (other than Secured Party) shall pay the full amount of the Successful Bid minus the Deposit (as increased) in the form of a money order, certified or cashier’s check made payable to Secured Party or wire transfer to an account specified by the Secured Party.

SCHEDULE I: Pledgor 1: RF URBANSEA TIC MEMBER LLC, Address/City/State/Zip Code: 501 Fairview Avenue N, Seattle, WA 98109, County: King; Pledgor 2: URBAN UNION STAR MEMBER LLC, Address/City/State/Zip Code: 501 Fairview Avenue N, Seattle, WA 98109, County: King.

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