FORM OF SUBSCRIPTION ESCROW AGREEMENT


 


THIS SUBSCRIPTION ESCROW AGREEMENT,
dated as of ________, 2012 (this “Agreement”), is entered into among Allied Beacon Partners, Inc. (the “Dealer
Manager”), United Realty Trust Incorporated (the “Company”) and UMB Bank, N.A., a national banking
association, as escrow agent (the “Escrow Agent”).


 


WHEREAS, the Company intends to raise
cash funds from Investors (as defined below) pursuant to a public primary offering (the “Offering”) of not less
than 200,000 shares of common stock, par value $0.01 per share (“Common Shares”), for an aggregate offering
amount of $2,090,000 (the “Minimum Amount”), and not more than 100,000,000 Common Shares, pursuant to the registration
statement on Form S-11 of the Company (No. 333-178651) (as amended, the “Offering Document”).


 


WHEREAS, the Escrow Agent is willing
to accept appointment as escrow agent only for the express duties set forth herein.


 


NOW, THEREFORE, in consideration
of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:


 


1.          Proceeds
to be Escrowed. On or before the date the Offering Document is initially declared effective by the Securities and Exchange
Commission (the “SEC”), the Company shall establish an interest-bearing escrow account with the Escrow Agent
to be invested in accordance with Section 7 titled “ESCROW ACCOUNT FOR THE BENEFIT OF INVESTORS IN COMMON SHARES OF
UNITED REALTY TRUST INCORPORATED” (including such abbreviations as are required for the Escrow Agent’s systems) (the
“Escrow Account”). All checks, wire transfers and other funds received from subscribers of Common Shares (“Investors”)
in payment for the Common Shares (“Investor Funds”), along with all documents executed in connection with each
subscription of Common Shares, will be delivered to the Dealer Manager or any soliciting dealer retained by the Dealer Manager
(a “Soliciting Dealer”), and the Dealer Manager or such Soliciting Dealer, as applicable, will deliver all Investor
Funds to the Escrow Agent within the time period set forth in the final paragraph of this Section 1, and such Investor Funds
shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent. Until the Termination Date (as defined in Section
4), the Company or its agents shall cause all checks received for payment for the Common Shares to be payable to the Escrow
Agent in accordance with Section 2 and delivered to the Escrow Agent for deposit in the Escrow Account.


 


The initial escrow period shall commence
upon the effectiveness of this Agreement and shall continue until the earliest to occur of: (a) the close of business on ____________,
2013; (b) the date upon which the Escrow Agent receives confirmation from the Company that the Company has raised the Minimum Amount
of at least $2,090,000 of gross offering proceeds (such date, the “Break Escrow Date”); (c) the date the Escrow
Agent receives written notice from the Company that it is abandoning the sale of the Common Shares pursuant to the Offering; and
(d) the date the Escrow Agent receives notice from the SEC or any other federal or state regulatory authority that a stop or similar
order has been issued with respect to the Offering Document and that such stop or similar order has remained in effect for at least
twenty (20) days.


 



    	 



    	 



    

 


The Escrow Agent shall have no duty to make
any disbursement, investment or other use of Investor Funds until and unless it has good and collected funds. If an Investor sends
a check to the Dealer Manager or a Soliciting Dealer that does not conform to the subscription instructions, the Dealer Manager
or Soliciting Dealer, as applicable, shall return the check directly to such Investor not later than the end of the next business
day after the date on which the Dealer Manager or Soliciting Dealer, as applicable, received such check. If any checks deposited
in the Escrow Account are returned or prove uncollectible after the funds represented thereby have been released by the Escrow
Agent, then the Company shall promptly reimburse the Escrow Agent for any and all costs reasonably incurred for such, upon request,
and the Escrow Agent shall deliver the returned checks to the Company. The Escrow Agent shall be under no duty or responsibility
to enforce collection of any check delivered to it hereunder.


 


When the internal supervisory procedures
of the Dealer Manager or Soliciting Dealer, as applicable, are conducted at the site at which the subscription agreement and check
were initially received by the Dealer Manager or Soliciting Dealer, as applicable, from the subscriber, the Dealer Manager or Soliciting
Dealer, as applicable, shall transmit the check to the Escrow Agent by the end of the next business day following receipt of the
check and subscription agreement. When, pursuant to the internal supervisory procedures of the Dealer Manager or Soliciting Dealer,
as applicable, the final internal supervisory procedures are conducted at a different location (the “Final Review Office”),
the Dealer Manager or Soliciting Dealer, as applicable, shall transmit the check and subscription agreement to the Final Review
Office by the end of the next business day following receipt of the subscription agreement and check. The Final Review Office will,
by the end of the next business day following its receipt of the subscription agreement and check, forward the check to the Escrow
Agent.


 


2.           Investors. Investors will be instructed by the
Dealer Manager or any Soliciting Dealer to remit the purchase price in the form of checks (“instruments of payment”)
payable to the order of, or funds wired in favor of, “UMB BANK N.A., ESCROW AGENT FOR UNITED REALTY TRUST INCORPORATED”.
Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that
submitted the check. If any subscription agreement for the purchase of Common Shares solicited by a Soliciting Dealer is rejected
by the Dealer Manager or the Company, then the subscription agreement and the related check for the purchase of Common Shares will
be returned to the rejected subscriber within ten (10) business days from the date of rejection. If an Investor sends a check to
the Dealer Manager or any Soliciting Dealer that does not conform to the subscription instructions, the Dealer Manager or Soliciting
Dealer, as applicable, shall return the check directly to such Investor not later than the end of the next business day after the
date on which the Dealer Manager or Soliciting Dealer, as applicable, received such check.


 


All Investor Funds deposited in the Escrow
Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims
against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that
the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property
of the Company or any other entity except as released to the Company pursuant to Section 3.


 



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The Escrow Agent will not use the information
provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Escrow Agent
will treat all Investor information as confidential.


 


3.           Disbursement of Funds. 


 


(a) Break Escrow – Initial Closing.
The Escrow Agent agrees that the Minimum Amount of $2,090,000 shall not be released from the Escrow Account to the Company until
and unless the Escrow Agent receives joint written instructions, in a form substantially similar to the Form of Escrow Release
Notice (the “Escrow Release Notice”) attached hereto as Exhibit C, to release the funds, from (i) the
Company’s Chief Executive Officer, President or Chief Financial Officer, and (ii) the Dealer Manager’s Chief Executive
Officer, Chief Operating Officer or Chief Compliance Officer.


 


If the Minimum Amount of $2,090,000 has
not been sold on or prior to the Termination Date, the Company shall notify the Escrow Agent in writing of such. If the Company
notifies the Escrow Agent in writing that the Minimum Amount has not been sold prior to the Termination Date, the Escrow Agent
shall, promptly following the Termination Date, but in no event more than 30 days after the Termination Date, refund to each Investor
by check, funds deposited in the Escrow Account, including interest or any other income earned thereon, or shall return the instruments
of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to
each Investor at the address previously provided. Notwithstanding the foregoing, the Escrow Agent shall not be required to remit
any payments until funds represented by such payments have been collected by the Escrow Agent. Additionally, at the end of the
third business day following the Termination Date, the Escrow Agent shall notify the Company of the amount of the Investor Funds
received. Further, once the Offering has closed, the Company shall notify the Escrow Agent of the same in writing.


 


If the Escrow Agent receives written notice
from the Company that the Company intends to reject an Investor’s subscription, the Escrow Agent shall pay to the applicable
Investor, within a reasonable time not to exceed ten (10) business days after receiving notice of the rejection, by first class
United States mail at the address provided on such Investor’s subscription agreement, or at such other address as shall be
furnished to the Escrow Agent by the Investor in writing, all collected sums paid by the Investor for Common Shares and received
by the Escrow Agent (without interest thereon).


 


(b) Post Escrow Break Period. From
and after the Break Escrow Date until the Termination Date, the Escrow Agent, upon receipt of Escrow Release Notices, shall periodically
transfer any portion of the Investor Funds to the Company or such other parties as set forth in the applicable Escrow Release Notice.
The Escrow Agent shall effect such transfer by the close of business on the business day the Escrow Agent receives the applicable
Escrow Release Notice; provided, however, if the Escrow Agent receives the applicable Escrow Release Notice after
2:00 p.m. Central Time, then the Escrow Agent shall effect such transfer by the close of business on the next succeeding business
day


 



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4.           Term
of Escrow. The “Termination Date” shall be the earliest of: (a) the close of business on ____________, 2013;
(b) the date all funds held in the Escrow Account are distributed to the Company or to Investors pursuant to Section 3 and
the Company has informed the Escrow Agent in writing to close the Escrow Account; (c) the date the Escrow Agent receives written
notice from the Company that it is abandoning the sale of the Common Shares pursuant to the Offering; and (d) the date the Escrow
Agent receives notice from the SEC or any other federal or state regulatory authority that a stop or similar order has been issued
with respect to the Offering Document and that such stop or similar order has remained in effect for at least twenty (20) days.
After the Termination Date, the Company and its agents shall not deposit, and the Escrow Agent shall not accept, any additional
amounts representing payments by prospective Investors.


 


5.           Duty and Liability of the Escrow Agent. The sole
duty of the Escrow Agent shall be to receive Investor Funds and subscription agreements and hold them subject to release, in accordance
herewith, and the Escrow Agent shall be under no duty to determine whether the Company, the Dealer Manager or any Soliciting Dealer
is complying with requirements of this Agreement, the Offering or applicable securities or other laws in tendering the Investor
Funds to the Escrow Agent. No other agreement entered into between the parties, or any of them, shall be considered as adopted
or binding, in whole or in part, upon the Escrow Agent, notwithstanding that any such other agreement may be referred to herein
or deposited with the Escrow Agent or that the Escrow Agent may have knowledge thereof, including specifically but without limitation
the Offering Document or any other document related to the Offering (including the subscription agreement and exhibits thereto),
and the Escrow Agent’s rights and responsibilities shall be governed solely by this Agreement. The Escrow Agent shall not
be responsible for or be required to enforce any of the terms or conditions of the Offering Document or any other document related
to the Offering (including the subscription agreement and exhibits thereto) or other agreement between the Company and any other
party. The Escrow Agent may conclusively rely upon and shall be protected in acting upon any statement, certificate, notice, request,
consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.
The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or
other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. Concurrent with the
execution of this Agreement, the Company and the Dealer Manager shall each deliver to the Escrow Agent an authorized signers form
in the form of Exhibit A or Exhibit A-1 to this Agreement, as applicable. The Escrow Agent shall be under no obligation
to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction.
The Escrow Agent may consult counsel of its own choice with respect to any question arising under this Agreement and the Escrow
Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. The Escrow Agent shall not
be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines
that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of loss. The Escrow Agent is acting
solely as escrow agent hereunder and owes no duties, covenants or obligations, fiduciary or otherwise, to any other person by reason
of this Agreement, except as otherwise stated herein, and no implied duties, covenants or obligations, fiduciary or otherwise,
shall be read into this Agreement against the Escrow Agent. If any disagreement between any of the parties to this Agreement, or
between any of them and any other person, including any Investor, resulting in adverse claims or demands being made in connection
with the matters covered by this Agreement, or if the Escrow Agent is in doubt as to what action it should take hereunder, the
Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder,
so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable
in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain
from acting until (a) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent
jurisdiction, or (b) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons,
and the Escrow Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, the
Escrow Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction,
and the Escrow Agent is hereby authorized in its sole discretion to comply with and obey any such orders, judgments, decrees or
levies. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to
institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties. IN NO EVENT SHALL
THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER
(INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES
AND REGARDLESS OF THE FORM OF ACTION. The parties hereto agree that the Escrow Agent has no role in the preparation of the Offering
Documents (including the subscription agreement and exhibits thereto) and makes no representations or warranties with respect to
the information contained therein or omitted therefrom. The Escrow Agent shall have no obligation, duty or liability with respect
to compliance with any federal or state securities, disclosure or tax laws concerning the Offering Documents or any other document
related to the Offering (including the subscription agreement and exhibits thereto) or the issuance, offering or sale of the Common
Shares. The Escrow Agent shall have no duty or obligation to monitor the application and use of the Investor Funds once transferred
to the Company, that being the sole obligation and responsibility of the Company.


 



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6.           Escrow Agent’s Fee. The Escrow Agent shall
be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit B, which compensation
shall be paid by the Company. The fee agreed upon for the services rendered hereunder is intended as full compensation for the
Escrow Agent’s services as contemplated by this Agreement; provided, however, that if (a) the conditions for
the disbursement of funds under this Agreement are not fulfilled, (b) the Escrow Agent renders any material service not contemplated
in this Agreement, (c) there is any assignment of interest in the subject matter of this Agreement, (d) there is any material modification
hereof, (e) any material controversy arises hereunder, or (f) the Escrow Agent is made a party to any litigation pertaining to
this Agreement or the subject matter hereof, then the Escrow Agent shall be reasonably compensated for such extraordinary services
and reimbursed for all costs and expenses, including reasonable attorney’s fees, occasioned by any delay, controversy, litigation
or event, and the same shall be recoverable from the Company. The Company’s obligations under this Section 6 shall
survive the resignation or removal of the Escrow Agent and the assignment or termination of this Agreement.


 


7.           Investment
of Investor Funds. Investor Funds shall be deposited in the Escrow Account in accordance with Section 1. Subject to
compliance with Rule 15c2-4 of the Exchange Act, the Escrow Agent may invest in bank accounts, including saving accounts and bank
money market accounts that enable the Escrow Agent to promptly and directly transmit Investor Funds to the person entitled thereto.
The Escrow Agent may also invest in short-term certificates of deposit issued by a bank or short-term securities issues or guaranteed
by the United States government. Interest and any other income resulting from the investment of the funds in the Escrow Account
shall be retained by the Escrow Agent and distributed according to this Agreement. The Escrow Agent shall provide to the Company
monthly statements (or more frequently as reasonably requested by the Company) on the account balance in the Escrow Account and
the activity in such accounts since the last report.


 



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8.           Notices. All notices, requests, demands, and other
communications under this Agreement (each a “Notice”) shall be in writing and shall be deemed to have been duly
given (a) on the date of service if served personally on the party to whom notice is to be given, (b) on the day of transmission
if sent by facsimile/email transmission bearing an authorized signature to the facsimile number/email address given below, and
written confirmation of receipt is obtained promptly after completion of transmission, (c) on the day after delivery to Federal
Express or similar overnight courier or the Express Mail service maintained by the United States Postal Service, or (d) on the
fifth day after mailing, if mailed to the party to whom Notice is to be given, by first class mail, registered or certified, postage
prepaid, and properly addressed, return receipt requested, to the party as follows:


 


If to the Company:


 


United Realty Trust Incorporated


44 Wall Street


Second Floor


New York, New York 10005


Fax: (212) 388-6801


Attention: Jacob Frydman, Chief Executive Officer and Secretary


 


with a copy to:


 


Proskauer Rose LLP


Eleven Times Square


New York, New York 10036


Fax: (212) 969-2900


Attention: Peter M. Fass, Esq.


                 James P. Gerkis, Esq.


 


If to the Dealer Manager:


 


Allied Beacon Partners


1100 Boulders Parkway


Suite 600


Richmond, VA 23225


Fax: (407) 254-1500


Attention: [                     ]


 



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with a copy to:


 


Kunzman & Bollinger, Inc.


5100 N. Brookline, Suite 600


Oklahoma City, OK 73112


Fax: (405) 942-3527


Attention: Wallace W. Kunzman, Jr., Esq.


 


If to Escrow Agent:


 


UMB Bank, N.A.


1010 Grand Blvd., 4th Floor


Mail Stop: 1020409


Kansas City, Missouri 64106


Fax: (816) 860-3029


Attention: Lara Stevens, Corporate Trust


 


Any party may change its address for purposes of this Section
by giving the other parties Notice of the new address in the manner set forth above.


 


9.           Indemnification of Escrow Agent. The Company and
the Dealer Manager hereby agree to, jointly and severally, indemnify, defend and hold harmless the Escrow Agent from and against
any and all losses, liabilities, costs, damages and expenses, including, without limitation, reasonable counsel fees and expenses,
which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising
out of or relating in any way to this Agreement or any transaction to which this Agreement relates unless such loss, liability,
cost, damage or expense is finally determined by a court of competent jurisdiction to have been primarily caused by the gross negligence
or willful misconduct of the Escrow Agent. The terms of this Section shall survive the termination of this Agreement and the resignation
or removal of the Escrow Agent.


 


10.           Successors and Assigns. Except as otherwise provided
in this Agreement, no party hereto shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other parties hereto and any such attempted assignment without such prior written consent shall be void and of no
force and effect. This Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of
the parties hereto. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may
be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole
or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation
or transfer to which the Escrow Agent is a party, shall be and become the successor Escrow Agent under this Agreement and shall
have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of
any instrument or paper or the performance of any further act.


 


11.           Governing Law; Jurisdiction. This Agreement shall
be construed, performed, and enforced in accordance with, and governed by, the internal laws of the State of New York, without
giving effect to the principles of conflicts of laws thereof.


 



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12.           Severability. If any provision of this Agreement
is declared by any court or other judicial or administrative body to be null, void, or unenforceable, said provision shall survive
to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect.


 


13.           Amendments; Waivers. This Agreement may be amended
or modified, and any of the terms, covenants, representations, warranties, or conditions hereof may be waived, only by a written
instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. Any waiver by any party
of any condition, or of the breach of any provision, term, covenant, representation or warranty contained in this Agreement, in
any one or more instances, shall not be deemed to be nor construed as a further or continuing waiver of any other condition, or
of the breach of any other provision, term, covenant, representation or warranty contained in this Agreement. The Company and the
Dealer Manager agree that any requested waiver, modification or amendment of this Agreement shall be consistent with the terms
of the Offering.


 


14.           Entire Agreement. This Agreement contains the
entire agreement and understanding among the parties hereto with respect to the escrow contemplated hereby and supersedes and replaces
all prior and contemporaneous agreements and understandings, oral or written, with regard to such escrow.


 


15.           Section Headings. The section headings in this
Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.


 


16.           Counterparts. This Agreement may be executed
(including by facsimile transmission) with counterpart signature pages or in counterparts, each of which shall be deemed an original,
but all of which shall constitute the same instrument.


 


17.           Resignation. The Escrow Agent may resign upon
30 days’ advance written notice to the parties hereto. If a successor escrow agent is not appointed by the Company within
the 30-day period following such notice, the Escrow Agent may petition any court of competent jurisdiction to name a successor
escrow agent, or may interplead the Investor Funds with such court, whereupon the Escrow Agent’s duties hereunder shall terminate.


 


18.           References
to Escrow Agent. Other than the Offering Document, any of the other documents related to the Offering (including any prospectus,
prospectus supplement and the subscription agreement and exhibits thereto) and any amendments thereof or supplements thereto, no
printed or other matter in any language (including, without limitation, notices, reports and promotional material) which mentions
the Escrow Agent’s name or the rights, powers or duties of the Escrow Agent shall be issued by the Company or the Dealer
Manager, or on the Company’s or the Dealer Manager’s behalf, unless the Escrow Agent shall first have given its specific
written consent thereto. Notwithstanding the foregoing, any amendment or supplement to the Offering Document or any other document
related to the Offering (including any prospectus, prospectus supplement and the subscription agreement and exhibits thereto) that
revises, alters, modifies, changes or adds to the description of the Escrow Agent or its rights, powers or duties hereunder shall
not be issued by the Company or the Dealer Manager, or on the Company’s or the Dealer Manager’s behalf, unless the
Escrow Agent has first given specific written consent thereto.


 



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19.           Patriot
Act Compliance. The Company shall provide to the Escrow Agent upon the execution of this Agreement any documentation requested
and any information reasonably requested by the Escrow Agent to comply with the USA Patriot Act of 2001, as amended from time to
time.


 


[Signature page follows.]


 



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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date and year first set forth above.


 


UNITED REALTY TRUST INCORPORATED


 


	By:	 	 
	 	Name: 	Jacob Frydman	 
	 	Title:	Chief Executive Officer	 


 


ALLIED BEACON PARTNERS, INC.


 


	By:	 	 
	 	Name: 	 	 
	 	Title:	 	 


 


UMB BANK, N.A., as Escrow Agent


 


	By:	 	 
	 	Name: 	 Lara L.  Stevens	 
	 	Title:	 Vice President	 


 



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Exhibit A


 


Certificate
as to Authorized Signatures


 


		Account Name: 	Escrow Account for
the Benefit of Investors in Common Shares of United Realty Trust Incorporated
	 	 	 
	 	Account Number:	138476 



 








The specimen signatures shown below are
the specimen signatures of the individuals who have been designated as Authorized Representatives of United Realty Trust Incorporated
and are authorized to initiate and approve transactions of all types for the above-mentioned account on behalf of United
Realty Trust Incorporated.


  


	Name/Title	 	Specimen Signature
	 	 	 
	Jacob Frydman	 	 
	Chief Executive Officer	 	Signature
	 	 	 
	Eli Verschleiser	 	 
	President and Treasurer	 	Signature
	 	 	 
	Kenneth Kahn	 	 
	Chief Accounting Officer	 	Signature


 






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Exhibit A-1


 


Certificate
as to Authorized Signatures








 


		Account Name: 	Escrow Account for
the Benefit of Investors in Common Shares of United Realty Trust Incorporated
	 	 	 
	 	Account Number:	138476 



 








The specimen signatures shown below are
the specimen signatures of the individuals who have been designated as Authorized Representatives of Allied Beacon Partners,
Inc. and are authorized to initiate and approve transactions of all types for the above-mentioned account on behalf of Allied
Beacon Partners, Inc. 


  


	Name/Title	 	Specimen Signature
	 	 	 
	[NAME]	 	 
	Chief Executive Officer	 	Signature
	 	 	 
	[NAME]	 	 
	Chief Operating Officer	 	Signature
	 	 	 
	[NAME]	 	 
	Chief Compliance Officer	 	Signature


  



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Exhibit B


 


ESCROW FEES AND EXPENSES


 


	Acceptance Fee	 
	Review document and establish account	$3,000
	 	 
	Annual Fee	 
	Annual Escrow Agent	$3,000
	 	 
	Transactional Fees	 
	Outgoing Wire Transfer	$15 each
	Overnight Delivery/Mailings	$16.50 each
	IRS Tax Reporting	$10 per 1099


 


Acceptance fee will be payable at the initiation
of the escrow. Annual fee and transactional fees, if any, will be billed quarterly in arrears.


 


Fees specified are for the regular, routine
services contemplated by this Agreement, and any additional or extraordinary services, including, but not limited to disbursements
involving a dispute or arbitration, or administration while a dispute, controversy or adverse claim is in existence, will be charged
based upon time required at the then standard hourly rate.


 



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Exhibit C


 


FORM OF ESCROW RELEASE NOTICE


 


Date:


 


UMB Bank, N.A.


1010 Grand Blvd., 4th Floor


Mail Stop: 1020409


Kansas City, Missouri 64106


 


Ladies and Gentlemen:


 


In accordance with the terms of Section
3(a) of the Subscription Escrow Agreement dated as of ____________, 2012 (as the same may be amended from time to time, the “Escrow
Agreement”), among United Realty Trust Incorporated (the “Company”), Allied Beacon Partners, Inc.
(the “Dealer Manager”) and UMB Bank, N.A. (the “Escrow Agent”), the Company and the Dealer
Manager hereby notify the Escrow Agent that the ________ closing will be held on ___________ for gross proceeds of $_________.


 


PLEASE DISTRIBUTE FUNDS BY WIRE TRANSFER
(or as indicated) AS FOLLOWS

(wire instructions attached):


 





	 	 	 	$
	 	 	 	 
	 	 	 	$
	 	 	 	 
	 	Very truly yours,
	 	 
	 	UNITED REALTY TRUST INCORPORATED,
	 	as the Company
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	ALLIED BEACON PARTNERS, INC.,
	 	as the Dealer Manager
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 



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