Staff Menu (IO ID#: 209035):
Completed Equity
Woodbridge Townhomes
Arlington, TX
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100% funded
Offered By NAPA Ventures, LLC
18.7%* TARGET IRR 18.7%-%
Estimated Hold Period 3 years
Estimated First Distribution 12/2016
*Please carefully review the Disclaimers section below, including regarding Sponsor’s assumptions and target returns
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Project Summary
Explore this Project
Multi-family property being acquired at discount to appraised value. Located within three (3) miles of major attractions such a Six Flags and AT&T Stadium.
Property At A Glance
Year Built 1981
Number of Units 91
Unit Types One (1) and two (2) bedroom, primarily townhome style units
Number of Stories Two 
Parking Ratio 1.98 per unit
Acquisition Price


Investment Highlights
Appraised Value $325,000 Over Purchase Price
Townhome Style Units
Texas Based Sponsor with Previous Experience in the Market
Located Near Major Professional Sports Stadiums and Six Flags Amusement Park
Cumulative Distributions

NAPA Ventures, LLC

NAPA Ventures, LLC also known as NAPA, is a multifamily and commercial real estate investment company focused on the acquisition, rehabilitation and operation of value-add and core asset investment properties in Texas.  NAPA is currently continuing to aggressively and profitably expand their real estate holdings within Texas and other growth markets of the USA.

NAPA currently has ownership in over 3,700 existing units.  Realty Mogul investors have previously invested with NAPA on the Woodbridge Townhomes and Ravenwood Apartments transactions.
  • Shravan Parsi
    Principal and Co-Founder
  • Glenn Gonzales
    Principal and Co-Founder
Shravan Parsi
Principal and Co-Founder

Shravan Parsi is an entrepreneur and an innovator with a background in two diversified professional fields: real estate investments and pharmaceutical research.

Shravan is the Co-CEO & Co-Founder of NAPA, LLC, which has acquired 7 apartment complexes and 2 commercial properties in the past 18 months. NAPA will continue to aggressively grow with a forecasted pipeline of $150MM in planned acquisitions in 2016. Shravan is a featured speaker at Texas CEO Magazine’s 2015 Enlightened Speaker series event & was recently featured as a value investor in the Austin American Statesman for the commercial real estate investment he purchased adjacent to the Formula 1 Race Track prior to the inaugural US Grand Prix in Austin, Texas.

By education, Shravan is a Pharmaceutical Scientist, owns investments in Medical Device & Health-Tech space. Shravan has published articles in the academic journals and made presentations to FDA and American Association of Pharmaceutical Scientists (AAPS).

With 11 years of RE Investment experience and 12 years of Pharma industry scientific and management experience, Shravan brings a unique skill set and strategic business vision to NAPA investments. He is currently a member of prestigious entrepreneur network TIGER 21, Central Texas Angel Network (CTAN), and the Austin Technology Council (ATC), and a past member of Entrepreneurs Org (EO).

Glenn Gonzales
Principal and Co-Founder

Mr. Glenn Gonzales is an entrepreneurial individual able to leverage 25 years of commercial real estate experience. Glenn served as Treasurer on the Board of Directors for the Washington Multi-family Housing Association, and was elected as President of the association in 2006. From 1994 to 1998, Glenn was a board member for the Utah Apartment Association. He also served a two-year term as the Chairman of the Public Relations Committee and a one-year term as the Secretary-Treasurer for the Institute of Real Estate Management (IREM). Since 1994, Glenn has also been an instructor for the Apartment Associations in his local markets.

Track Record

 Property Name   Location   Asset Type   Date
 # of

Purchase Price

 Encinal   San Antonio, TX  Multifamily 12/19/2013 201 $4,818,750
 Lakeview Apartments   Killeen, TX  Multifamily 4/4/2014 62 $1,175,000
 Morgan Manor   San Antonio, TX  Multifamily 9/26/2014 157 $3,650,000
 Summerlyn   Killeen, TX  Multifamily 1/6/2015 200 $6,300,000
 Sante Fe   San Antonio, TX  Multifamily 6/30/2015 327 $7,300,000
 Montecito Creek   Dallas, TX   Multifamily 9/30/2015 650 $34,000,000
 Oates Creek   Mesquite, TX  Multifamily 6/30/2016 280 $15,700,000
 Parkside Townhomes   Arlington, TX  Multifamily 7/14/2016 144 $11,500,000
 Woodbridge Townhomes   Arlington, TX  Multifamily 8/24/2016 91 $6,225,000
 Westwood Apartments   Dallas, TX  Multifamily 8/31/2016 187 $7,400,000
 Ravenwood Apartments Fort Worth, TX Multifamily 10/12/2016 122 $4,900,000
 Brandon Mill Dallas, TX Multifamily 9/26/2016 300 $12,160,000
 Eagle Point Dallas, TX Multifamily 11/15/2016 156 $6,961,100
 Pleasant Creek Lancaster, TX Multifamily 12/30/2016 159 $8,580,000
 Oyster Creek Lake Jackson, TX Multifamily 2/28/2017 201 $15,900,000
Treasure Bay Lake Jackson, TX Multifamily 2/28/2017 200 $15,100,000
Prescott Woods Tulsa, OK Multifamily 5/12/2017 256 $8,300,000
      Totals  3,749 $169,969,850

The Sponsor's bio and track record were provided by the Sponsor and have not been verified by or NCPS

Business Plan

In this transaction, investors are to invest in Realty Mogul 68, LLC. Realty Mogul 68, LLC is to subsequently invest in NAPA Ventures Woodbridge, LLC, the entity that will hold title to the Property.  

Within the first three to five months of acquiring the Property, the Sponsor intends on implementing an approximately $550,000 exterior capital improvement plan to address deferred maintenance and mechanical issues, make improvements to the common areas, and increase the Property's curb appeal. The Sponsor has also budgeted for interior renovations of $7,500 per unit for approximately 50% of the units, which will include new countertops, new appliances, refreshing of cabinetry, new paint and new carpet. The Sponsor estimates that upon renovation, the renovated units will be able to achieve rental premiums of approximately 23.5% above in place rents. It is expected that all interior renovations will be completed in approximately 16 months, with an average of three (3) units being renovated per month. Upon completion of all renovations, the Sponsor intends on selling the Property within three years, although if if the renovations are successfully implemented ahead of schedule and market conditions allow for a favorable sale, the hold period could be shorter.

A summary of the capital expenditures planned at the Property is as follows:

Woodbridge Townhomes - Capital Expenditures Budget
CapEx Item Cost
Interior Rehab ($7,500 each for 46 units) $345,000
Exterior Painting $90,000
Roofing $80,000
Siding and Fascia $70,000
Wood Rot $55,000
HVAC $39,000
Patio Enclosures $35,000
Landscaping $30,000
Concrete and Striping $30,000
Rail Road Ties $25,000
Signs $25,000
Leasing Office $20,000
Pool Leak $10,000
Contingency 5.0% $42,700
Subtotal $896,700
Construction Management Fee 3.0% $26,901
Total $923,601

Sponsor Case Study - Montecito Creek Apartments

Per discussions with the Sponsor, the Montecito Creek Apartments complex, which was purchased approximately nine months ago, recently received an unsolicited offer to purchase at approximately the year three underwritten exit value for the property.  The Sponsor stated that the business plan for Montecito, which is located in Dallas, TX, was effectively similar to that of the Property, with the Sponsor intending to renovate approximately 50%-60% of the units and then sell the asset with additional value add potential left for the buyer.  Instead, the Sponsor has renovated approximately two thirds of the total intended units (about 40% of all units at the property), and has already received an offer to buy Montecito which they expect they will accept.  The Sponsor anticipates accepting this purchase offer should yield a net return to investors in excess of their initial underwritten projections.

Before and after pictures of the Montecito property are as follows:

Note:  The above case study details were provided by the Sponsor and have not been independently verified by RM, though RM did tour the Montecito property with the Sponsor.

Property, along with Network Acquisition Partnership Alliance, LLC (“NAPA” or the “Sponsor”), is providing the opportunity to invest in the acquisition and ownership of Woodbridge Townhomes (the "Property"), a 91 unit, garden-style apartment complex in Arlington, TX.  The Property is comprised of 24 buildings which are almost entirely two-story townhomes, although the leasing office and one residential building are a single story.

The primary objective of this investment is to acquire the Property at an attractive basis, implement exterior and interior capital improvements, increase rental rates, and sell the Property within three (3) years.

Property Details

The Property is a 91 unit garden-style apartment complex located at 2403 Brown Boulevard, Arlington, Texas. The Property was built in 1981 and is 90% leased as of May 2016. The unit mix consists of 41 one (1) bedroom, 1.5 bathroom units and 50 two (2) bedroom, 2.5 bathroom units.  Almost all the units are two-story townhomes, which is a desirable, atypical trait when compared to other comps in the area.  Average in-place rents for one bedroom units are $791 per month, with two bedroom units averaging $933 per month.

Amenities at the Property include one storage closet per townhome unit, a swimming pool, and one laundry facility.  Interior finishes include ceiling fans, microwave ovens, dishwashers, wood-burning fireplaces, and patios/balconies with exterior storage closets. 

Unit Mix
Unit Type # of Units Avg SF/Unit In-Place Rent Rent/SF Post-Reno Rent* Rent/SF % Variance**
1 Bed, 1.5 Bath 2 642 $780 $1.12 $905 $1.41 16.0%
1 Bed, 1.5 Bath 19 795 $770 $0.97 $940 $1.18 22.1%
1 Bed, 1.5 Bath 20 997 $813 $0.82 $1,085 $1.09 33.5%
2 Bed, 2.5 Bath 35 1,080 $900 $0.83 $1,120 $1.04 24.5%
2 Bed, 2.5 Bath 15 1,268 $1,010 $0.80 $1,140 $0.90 12.8%
Total 91 1,024 $869 $0.85 $1,073 $1.05 23.5%

Note: Only 46 of 91 units at the Property are anticipated to be fully renovated during the hold period.

*Note:  These projected post-renovation rent assumptions are used in the Estimated Financials of this offering and are consistent with projections made in the PNC appraisal attached to this offering.

**Note:  This figure is representative of the projected achievable rents for post-renovation units as a percentage of in-place rents.


Sales Comps
Address Sale Date # of Units Year Built Purchase Price $ per Unit
1705 Big Sur Dr., Arlington, TX March 2016 68 1984 $5,000,000 $73,529
513 W Dickey Ave., Grand Prairie, TX October 2015 100 1980 $7,000,000 $70,000
2015 Randy Snow Rd, Arlington, TX January 2015 408 1984 $28,000,000 $68,627
Average August 2015 192 1983 $13,333,333 $70,719
Subject July 2016 91 1981 $6,225,000 $68,407
Leasing Comps
Address Year Built Avg. Sq. Ft. / Unit (1 bed) Avg. Rent / Sq. Ft. (1 bed) Avg. Rental / Sq. Ft. (1 bed) Avg. Sq. Ft. / Unit (2 bed) Avg. Rent / Unit (2 bed) Avg. Rent / Sq. Ft. (2 bed)
500 Tish Circle, Arlington, TX 1980 709 $800 $1.12 980 $924 $0.94
2121 Madison Dr, Arlington, TX 1979 690 $720 $1.04 1,096 $925 $0.84
2624 Southern Hills Blvd, Arlington, TX 1983 721 $701 $0.97 917 $837 $0.91
2506 North Forty Circle, Arlington, TX 1980 657 $703 $1.07 1,002 $825 $0.82
707 Washington Dr, Arlington, TX 1978 698 $765 $1.10 1,003 $957 $0.95
Average 1980 695 $738 $1.06 1,000 $894 $0.89
Subject - In-Place 1981 886 $791 $0.89 1,136 $933 $0.82
Subject - Projected Post-Renovation 1981 886 $1,008 $1.14 1,386 $1,138 $0.82

Note:  Leasing comparables are almost all smaller per unit on a per square foot basis than the Property, and do not have townhome style units as does the Property.  After renovations at the Property are completed, renovated units at the Property should be superior to these comps.


The Property is located on Brown Boulevard directly off of State Highway 360, approximately two (2) miles from Six Flags Over Texas, Six Flags Hurricane Harbor and the Globe Life Park in Arlington where the Texas Rangers play.  AT&T Stadium, where the Dallas Cowboys play, is another half mile down the road from the Property.  AT&T Stadium is a $1.2 billion, 101,000 seat, state-of-the art facility which was built in 2009.  Trammell Crow recently received approval for the development of Stadium View, a project that could bring up to one million square feet of Class A office space to the areas adjacent to the Cowboys and Rangers stadiums.  Looking into the more distant future, the city of Arlington has initially approved a new $1 billion baseball stadium for the Texas Rangers as well, and it is anticipated it would be constructed south of the existing baseball stadium, approximately three (3) miles from the Property. The Cordish Companies have also announced “Texas Live!,” a $200 million mixed-use development adjacent to the Rangers’ Globe Life Park expected to open sometime during the 2017-2018 baseball season.

Much of the area surrounding the Property is comprised of similar apartment communities and single family home neighborhoods.  There are several restaurants located south of the Property, near the intersection of I-30 and Highway 360.  This area is directly adjacent to Six Flags, and is also home to several hotels.  The Property is located within a mile of both the local elementary and high school.  Additionally, the Property is within a six-minute drive of both Riverside Golf Club and Chester W. Ditto Golf Course.

Market Overview 

According to the 2015 Census Bureau, the Dallas-Fort Worth metroplex includes over 7.1 million people. Population growth from the period of April 2010 to July 2015 was 11.5% (2.3% annualized).

Per CoStar, while other major markets in Texas, such as Houston and Austin, have struggled with declining energy prices, the Dallas-Fort Worth market has remained fairly stable with an economy not centered around oil and energy.  Instead, the metroplex is home to many corporate headquarters and houses a fair amount of electronics and telecommunications companies.  The area is also home to several major U.S. defense contractors.

Also via CoStar, while the 4.5% market vacancy in the greater Dallas-Fort Worth metroplex is not quite as low as the Arlington multifamily submarket, it still significantly below the historical market average of 7.2%.  Vacancy in the market has been within 0.50% of its current level since the beginning of 2014 despite the market adding over 30,000 new units in that timeframe, with almost half of that new product being delivered over the past twelve months.  With the glut of construction and the tight but stable levels of vacancy in the market rent growth has remained robust, with rents increasing 7.0% over the preceding twelve months and the forward projections remaining high at 5.6% for the coming twelve months.​

Submarket Overview

According to CoStar, post-recession vacancies in Arlington have fallen significantly, to levels well below their historical average. Vacancy was at 3.5% as of the first quarter of 2016, up from but still near the all-time low of 3.2% seen in the third quarter of 2015. New high-quality supply delivering in nearby submarkets has not been drawing renters away from Arlington since renters in this submarket usually cannot afford these premium rents. Arlington has flown beneath developers’ radars for years, which should buffer it from the higher risk of volatility due to new construction felt by other submarkets.  With a relatively low percentage of new supply expected, Arlington’s vacancy rate is expected to remain relatively tight over the next few years.

Demographic Information

Distance from Property 1 Mile 3 Miles 5 Miles
Population 17,636 76,439 240,558
Projected Growth (2015-2020) 8.44% 9.11% 8.24%
Median HH Income  $46,290 $43,033 $41,329
Average HH Income  $67,905 $61,110 $56,996
Median Home Value $181,406 $149,008 $118,319
% of Renter Households 75.35% 72.76% 62.76%

Demographic information above was obtained from CoStar.

Sources & Uses

Total Capitalization
Sources of Funds Cost
Debt $5,000,000
Equity $2,550,048
Total Sources of Funds $7,550,048
Uses of Funds Cost
Purchase Price $6,225,000
CapEx Reserve $923,601
Sponsor Acquisition Fee $62,250
Sponsor Legal Costs $65,000
North Capital Broker Dealer Fee $68,850
Lender Origination Fee $54,750
Title and Due Diligence $46,500
Legal Fees paid to Outside Counsel $10,000
Operating Reserve $35,000
Taxes and Insurance Escrows $56,597
Other Pursuit Costs $2,500
Total Uses of Funds $7,550,048
Debt Assumptions

The projected terms of the debt financing are as follows:

  • Lender: PNC
  • Loan Type: Agency (Fannie Mae)
  • Proceeds: $5,000,000
  • Term: 12 Years
  • Rate: 4.43% as of June 21, 2016
  • Amortization: 30 years
  • Interest Only Period: 24 months
  • Prepayment Fee: 11.5 Years Yield Maintenance; Followed by 1.0%, with last 90 days at Par
  • Assumption Fee: 1.0%

There can be no assurance that a lender will provide debt on the rates and terms noted above, or at all. All rates and terms of the debt financing are subject to lender approval, including but not limited to possible increases in capital reserve requirements for funds to be held in a lender controlled capital reserve account.


NAPA Ventures Woodbridge, LLC intends to make distributions to Realty Mogul 68, LLC as follows:

  1. To the Members, pari passu, all excess cash flows and appreciation to a 10.0% IRR to the Members,
  2. 81.0 / 19.0 (81.0% to Realty Mogul 68, LLC / 19.0% to the Sponsor) of excess cash flows and appreciation to a 17.0% IRR to Realty Mogul 68, LLC, 
  3. 67.5 / 32.5 of excess cash flow and appreciation to a 20.0% IRR to Realty Mogul 68, LLC, and
  4. 54.0 / 46.0 of excess cash flow and appreciation thereafter.  

Note that these distributions will occur after the payment of the Company's liabilities (loan payments, operating expenses and other fees as set forth in the LLC agreement, in addition to any member loans or returns due on member loans).

Please note, the language defining the distribution structure has been updated to mirror the language in the legal agreement between Realty Mogul 68, LLC and Network Acquisition Partnership Alliance, LLC. There are no material changes as a result of this update. 

Realty Mogul 68, LLC will distribute 100% of its share of excess cash flow (after expenses and fees) to the members of Realty Mogul 68, LLC (the investors). 

Distributions are projected to start in December 2016 and are projected to continue on a quarterly basis thereafter. These distributions are at the discretion of the Sponsor, who may decide to delay distributions for any reason, including maintenance or capital reserves. 

Cash Flow Projections
  Year 1 Year 2 Year 3
Effective Gross Revenue $973,837 $1,171,795 $1,215,215
Total Operating Expenses $610,893 $629,980 $643,596
Net Operating Income $362,943 $541,815 $571,619
Annual Debt Service $220,500 $220,500 $301,521
Distributions to Realty Mogul 68, LLC Investors $146,339 $251,582 $3,361,804

Certain fees and compensation will be paid over the life of the transaction. The following fees and compensation will be paid:

Type of Fee Amount of Fee Received By Paid From Notes
One-Time Fees
Acquisition Fee $62,250 Sponsor Capitalized Equity Contribution 1.0% of the property purchase price
Disposition Fee 0.5% of Gross Sales Price Sponsor Sales Proceeds  
Broker-Dealer Fee $68,850 North Capital (1) Capitalized Equity Contribution 3.0% of Realty Mogul 68, LLC invested equity
Recurring Fees
Property Management Fee 3.5% of Effective Gross Income Sponsor-Affiliated Party Distributable Cash  
Construction Management Fee 3.0% of Total Costs Sponsor Capital Expenditure Reserve  
Asset Management Fee 1.0% of Effective Gross Income Sponsor Operating Cash Flow  
Management and Administrative Fee 1.0% of amount invested in Realty Mogul 68, LLC RM Manager, LLC Distributable Cash  RM Manager, LLC is the Manager of Realty Mogul 68, LLC and a wholly-owned subsidiary of Realty Mogul, Co. (2)

(1) Certain employees of Realty Mogul, Co. are registered representatives of, and are paid commissions by, North Capital Private Securities Corp., a Delaware corporation ("North Capital"). In addition, North Capital pays a technology provider services fee to Realty Mogul, Co. for licensing and access to certain technology, reporting, communications, branding, entity formation and administrative services performed from time to time by Realty Mogul, Co., and North Capital and Realty Mogul, Co. are parties to a profit sharing arrangement.

(2) Fees may be deferred to reduce impact to investor distributions.

The above presentation is based upon information supplied by the Sponsor or others.  Realty Mogul, Co., RM Manager, LLC, and Realty Mogul 68, LLC, along with their respective affiliates, officers, directors or representatives (the "RM Parties") hereby advise you that none of them has independently confirmed or verified any of the information contained herein.  The RM Parties further make no representations as to the accuracy or completeness of any such information and undertake no obligation now or in the future to update or correct this presentation or any information contained herein.


Financial Past of Sponsor’s Principal

Investors should consider that one of the Sponsor’s principals experienced personal bankruptcy in 2002 and a foreclosure on his primary residence in 2009. It should be noted that past financial events are not necessarily indicative of future performance or management ability.

Apartment Complex - Competition

Competition in the Property’s local market area is significant and may affect the Property’s occupancy levels, rental rates and operating expenses. The Property will compete with other residential alternatives to attract tenants, including but not limited to other apartment units that are currently available for rent, new apartments that are built and condominiums/houses that are for rent or sale. If development of apartment complexes by other operators were to increase, due to increases in availability of funds for investment or other reasons, then competition with the Property could intensify. If the Property is not able to successfully compete with the competitive residential alternatives in the local or regional area this could adversely affect the ability of Sponsor Entity to sell the Property, rent its units as necessary to maintain occupancy, and/or to increase or maintain unit rental rates.

Lease-up Risks

The Property currently has a 90% occupancy level, and the Sponsor intends to implement a capital improvement plan involving the renovations of certain units and a leasing program in its effort to significantly increase that occupancy level. The Sponsor intends to renovate the common areas and some of the vacant units at the Property, and then to offer prospective tenants an attractive leasing package and to use both external and internal leasing resources in its efforts to lease up vacant space at the Property. There can be no assurance that such renovations will be consummated on a timely basis, that such work will not materially adversely affect other aspects of the operation of the Property, or that the planned lease-up program will result in the Property increasing its occupancy level at rental rates in line with those projected. Any delays or adverse effects of such renovation work or lease-up efforts could adversely affect the Property’s financial results or business operations and thus the value of the Company’s investment. Although the Sponsor believes that comparable properties are currently achieving rental rates that are in line with those expected from the Property, there can be no assurance that such increased occupancy levels or rental rates will be achieved. Failure to realize such increased rental rates could adversely affect the Property’s financial results or business operations and thus the value of the Company’s investment.

Renovation Risks

The Sponsor intends to renovate the Property in order to be able to demand the significantly higher rents it is projecting to receive at the Property following such renovations. Such renovations are expected to include $7,500 in interior upgrades, in addition to approximately $550,000 in exterior improvements. There can be no assurance that such renovations will be consummated on a timely basis or that such work will not materially adversely affect other aspects of the operation of the Property. Any delays or adverse effects of such renovation work could adversely affect the Property’s financial results or business operations and thus the value of the Company’s investment. Following the renovations, the Sponsor expects to be able to rent the apartment units at average rates that would represent an approximate 13.5% increase over the existing rental rates. Although the Sponsor believes that comparable properties are currently achieving rental rates that are greater than the future rental rates expected from the Property, there can be no assurance that such increased rental rates will be achieved. Failure to realize such increased rental rates could adversely affect the Property’s financial results or business operations and thus the value of the Company’s investment.

Tenants’ Loss of Revenues Could Reduce the Sponsor Entity’s Cash Flow

Tenants of the Property may encounter significant macroeconomic, governmental and competitive forces. Adverse changes in consumer spending or consumer preferences for particular goods, services or store-based retailing could severely impact these tenants’ ability to pay rent. The default, financial distress, bankruptcy or liquidation of one or more of the Property’s tenants could cause substantial vacancies, which would likely reduce the Sponsor Entity’s revenues, increase property expenses and could decrease the value of the Property. Upon the expiration of a lease, the tenant may choose not to renew the lease and/or the Sponsor Entity may not be able to re-lease the vacant space at a comparable lease rate or without incurring additional expenditures in connection with such renewal or re-leasing.

Vacancies and Tenant Defaults May Reduce the Property’s Revenues

A vacancy or default of a tenant on its rent will cause the Sponsor Entity to lose the revenue from that unit and, if enough effective vacancies occur, it could cause the Sponsor Entity to have to find an alternative source of revenue to meet any loan payments and other operating expenses for a particular property and it may not be possible to have to find a viable alternative source of revenue. If the company managing the investment property does not employ sufficiently aggressive marketing campaigns and/or lease incentive programs, vacancies may increase and an investment in the Company may be adversely affected.

Sponsor’s Scalability in Light of Acquisition

Acquisition of the Property, along with the associated portfolio, will approximately double the number of units in the Sponsor’s portfolio. The transaction may strain current management and resources, and pose associated financial and management risks.

Interest-Only Loan Period

The loan being used to acquire the Property is expected to have an interest-only period during the first 24 months of the loan term, which means that there will be no reduction in the principal balance during that interest-only period.

Sponsor’s Acquisition of Seller’s Property Management Company

The Sponsor is currently under contract to purchase the seller’s property management company. This may potentially cause a disruption in the management of the Property as control of the property management company transitions.

Texas Tornado Risk

Arlington, Texas lies in the northern part of the state of Texas, in an area which can be subject to frequent and sometimes destructive tornadoes. There is no guarantee that the Sponsor Entity will obtain tornado insurance. If no insurance is obtained, a tornado could have a material adverse impact on the Sponsor Entity, and thus the Company. Further, even if tornado insurance is obtained, there can be no assurance that a tornado will not cause significant damage to the Property or otherwise interrupt its operations in a manner not covered by the Property’s insurance, in which case the business and financial condition of the Sponsor Entity.

Forward-Looking Statements

Investors should not rely on any forward-looking statements made regarding this opportunity, because such statements are inherently uncertain and involve risks. We use words such as “anticipated”, “projected”, “forecasted”, “estimated”, “prospective”, “believes”, “expects”, “plans”, “future”, “intends”, “should”, “can”, “could”, “might”, “potential”, “continue”, “may”, “will” and similar expressions to identify these forward-looking statements

Illiquid Investment - Transfer Restrictions & No Public Market

The transferability of membership interests in Realty Mogul 68, LLC are restricted both by the operating agreement for that entity and by U.S. federal and state securities laws. In general, investors will not be able to sell or transfer their interests. There is also no public market for the investment interests and none is expected to be available in the future. Persons should not invest if they require any of their investment to be liquid. This is particularly important for persons of retirement age, who should plan carefully to assure that their assets last throughout retirement.

Uncertainty Surrounding Future Sales Price

There is risk associated with the Sponsor being unable to sell the Property as projected.

Interest Rate Risk

The Federal Reserve has methodically reduced the amount of stimulus it was earlier injecting into the U.S. economy, and has signaled that increases in the federal funds rate may be forthcoming. This could potentially lead to rising interest rates offered by other lenders and could have a negative effect on the future value of the Property (since higher loan interest rates might mean that potential buyers would face proportionately higher debt service expenses).

Mortgage Risk

The Sponsor has a signed term sheet with a lender to provide the debt financing for the acquisition of the Property, but there can be no assurance that the lender will complete financing on the rates and terms included in the underwriting being presented in the model for this investment opportunity. All rates and terms of the debt financing are subject to final lender committee approval, including but not limited to a modification in lender held capital reserve requirements that may result in a corresponding movement of certain funds currently projected as being held in a Sponsor controlled capital escrow account.

Management Risk

Investors will be relying solely on the Sponsor for the execution of its business plan. The Sponsor may in turn rely on other key personnel with relevant experience and knowledge, including contractors and consultants. Members of NAPA Ventures Woodbridge​, LLC (including Realty Mogul 68, LLC) will agree to indemnify the manager in certain circumstances, which may result in a financial burden if any litigation results from the execution of the business plan. While the Sponsor has significant operating experience, NAPA Ventures Woodbridge, LLC is a newly formed company and has no operating history or record of performance. Realty Mogul 68, LLC is pursuing a venture capital strategy through its investment in NAPA Ventures Woodbridge, LLC, and the manager of Realty Mogul 68, LLC is expected to be treated as an investment adviser exempt from federal or state registration under this strategy.

Manager of Realty Mogul 68, LLC Will Participate in Sponsors' Promote Interest

The manager of Realty Mogul 68, LLC will be entitled to a participation in the value of any excess distributable cash flow and any appreciation of the Property realized upon its sale. This could lead to a potential conflict of interest between the manager and Realty Mogul 68, LLC. Investors must recognize and agree to waive and bear the risk of this conflict of interest.

Uncertain Distributions

The Sponsor cannot offer any assurances that there will be sufficient cash available to make distributions to its members (including Realty Mogul 68, LLC) from either net cash from operations or proceeds from the sale or refinancing of the asset. Sponsor, in its discretion, may retain any portion of such funds for tenant improvements, tenant refurbishments and other lease-up costs or for working capital reserves. Sponsor has chosen to make distributions semi-annually.

Risk of Interest Charges for Sponsor Capital Calls

The amount of capital that may be required by NAPA Ventures Woodbridge, LLC from Realty Mogul 68, LLC is unknown, and although NAPA Ventures Woodbridge, LLC does not require that its members contribute additional capital to it, it may from time to time request additional funds in the form of loans or additional capital. Realty Mogul 68, LLC does not intend to participate in a capital call if one is requested by NAPA Ventures Woodbridge, LLC, and in such event the manager of NAPA Ventures Woodbridge, LLC may accept additional contributions from other members of NAPA Ventures Woodbridge, LLC. Amounts that the manager of NAPA Ventures Woodbridge, LLC advances on behalf of Realty Mogul 68, LLC will be deemed to be a manager loan at an expected interest rate of 10%. Amounts that are contributed by existing or new members will be deemed to be additional capital contributions, in which case Realty Mogul 68, LLC's interest in NAPA Ventures Woodbridge, LLC will suffer a proportionate amount of dilution.

Uncertain Exit Timing

Although it is anticipated that the Property will be sold at the end of the expected two (2) year hold period, Realty Mogul 68, LLC will not have full control over the timing of the sale of the Property, and therefore we cannot offer assurances of when the exit will occur. If the Property is not sold after ten (10) years, Realty Mogul 68, LLC may have the right (either at that point or at a later time), subject to other contractual limitations such as the loan on the Property and the requirements of the operating agreement of NAPA Ventures Woodbridge, LLC, to force a sale of the Property or force a sale of the interests of Realty Mogul 68, LLC in NAPA Ventures Woodbridge, LLC.

General Economic and Market Risks

While the Sponsor has conducted significant research to justify the intended rental rates and sales price relative to comparable properties in the market, its best efforts to forecast economic conditions cannot state for certain whether or not rental rates will be achieved or investor sentiment and the capital markets will be favorable to the Property at the intended disposition date. The real estate market is affected by many factors, such as general economic conditions, the availability of financing, interest rates and other factors, including supply and demand for real estate investments, all of which are beyond the control of the Sponsor​​.

The above is not intended to be a full discussion of all the risks of this investment. Please see the Risk Factors in the Issuer Document Package for a discussion of additional risks.

The above presentation is based upon information supplied by the Sponsor and others. Realty Mogul, Co., RM Manager, LLC, and Realty Mogul 68, LLC, along with their respective affiliates, officers, directors or representatives (the "RM Parties") hereby advise you that none of them has independently confirmed or verified any of the information contained herein. The RM Parties further make no representations as to the accuracy or completeness of any such information and undertake no obligation now or in the future to update or correct this presentation or any information contained herein.



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