There is Significant Competition among Warehouse-Flex-Industrial Properties and other Alternatives

Competition in the Portfolio’s local market areas is significant and may affect the Portfolio’s occupancy levels, rental rates and operating expenses. The Portfolio will compete with other alternatives to attract tenants. If development of Warehouse-Flex-Industrial complexes by other operators were to increase, due to increases in availability of funds for investment or other reasons, then competition with the Portfolio could intensify. Competitive Warehouse-Flex-Industrial complexes in the local or regional areas 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 Hanging Moss Property and the Goldenrod Property currently have an approximately 96.2% combined occupancy level, and the Sponsor intends to maintain current occupancy through lease renewals and the lease-up of two vacant industrial bays at the Goldenrod Property.  The Monroe Property is currently approximately 55% occupied, and the Sponsor intends to implement a leasing program in its effort to significantly increase that occupancy level. There can be no assurance that the planned lease-up program will result in the Monroe Property increasing its occupancy level at rental rates in line with those projected. Any delays or adverse effects of such lease-up efforts could adversely affect the Portfolio’s financial results or business operations and thus the value of the Company’s investment. Although the Sponsor intends to maintain and/or increase occupancy level, there can be no assurance that such maintained and/or increased occupancy levels will be achieved. Failure to realize such increased occupancy levels could adversely affect the Portfolio’s financial results or business operations and thus the value of the Company’s investment.

Sponsor Ownership Lacks Track Record of Co-Management

The Sponsor is a recently formed entity. The individual owners of the Sponsor who each have some voting rights have not collectively owned and operated a property jointly in the past. While some owners of the Sponsor (or their Principals) have significant operating experience, this is the first entity owned by the particular owners of the Sponsor. The Sponsor, as a recently formed entity, does not have an established track record of investment returns or effective management.

Property Demand

Demand for industrial, flex and warehouse properties depends on various factors including the local and national economy and other specific factors impacting demand for industrial, flex and warehouse properties. Specific factors impacting tenant demand for subject and comparable properties in the local area may include transportation patterns, differential in tax rates between local cities and counties, health of the warehouse/distribution businesses in the local area, access to transportation routes, ability of companies located outside the area (such as online suppliers) to supply physical goods to the local area and demand for physical goods in the local and regional areas.

Interest-Only Loan Period

The loan being used to acquire the Portfolio is expected to have an interest-only period during the both the initial term (24 months) and the first extension period (12 months) for a total of 36 months, which means that there will be no reduction in the principal balance during that interest-only period.

Rising Interest Rates

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 an effect on the future value of the Portfolio (since higher loan interest rates might mean that potential buyers would face proportionately higher debt service expenses).

Florida Hurricane Risk

Orlando and Sanford Florida are located near the Atlantic Ocean, which is subject to frequent and sometimes destructive hurricanes. There can be no assurance that a sizable hurricane will not cause significant damage to the Portfolio, in which case the business and financial condition of the Sponsor Entity, and thus the Company, would be materially adversely affected. There is no guarantee that the Sponsor Entity has or will obtain hurricane or flood insurance for the Portfolio.

Florida Tornado Risk

Orlando and Sanford Florida are located 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 Portfolio properties or otherwise interrupt operations in a manner not covered by the Portfolio’s insurance, in which case the business and financial condition of the Sponsor Entity.

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

Tenants of the Portfolio 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 Portfolio’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 Portfolio. 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 Portfolio’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.

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 71, 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 Portfolio 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 Portfolio (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 Portfolio, 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 Orlando Industrial 3 RE, LLC (including Realty Mogul 71, 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, Orlando Industrial 3 RE, LLC is a newly formed company and has no operating history or record of performance. Realty Mogul 71, LLC is pursuing a venture capital strategy through its investment in Orlando Industrial 3 RE, LLC, and the manager of Realty Mogul 71, LLC is expected to be treated as an investment adviser exempt from federal or state registration under this strategy.

Manager of Realty Mogul 71, LLC Will Participate in Sponsors' Promote Interest

The manager of Realty Mogul 71, LLC will be entitled to a participation in the value of any excess distributable cash flow and any appreciation of the Portfolio realized upon its sale. This could lead to a potential conflict of interest between the manager and Realty Mogul 71, 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 71, 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 Orlando Industrial 3 RE, LLC from Realty Mogul 71, LLC is unknown, and although Orlando Industrial 3 RE, 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 71, LLC does not intend to participate in a capital call if one is requested by Orlando Industrial 3 RE, LLC, and in such event the manager of Orlando Industrial 3 RE, LLC may accept additional contributions from other members of Orlando Industrial 3 RE, LLC. Amounts that the manager of Orlando Industrial 3 RE, LLC advances on behalf of Realty Mogul 71, 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 71, LLC's interest in Orlando Industrial 3 RE, LLC will suffer a proportionate amount of dilution.

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 thePortfolio 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 71, 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.