Common use of Proceeds to be Escrowed Clause in Contracts

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”) will be delivered to the Escrow Agent within two (2) business days following the day upon which such Investor Funds are received by the Company or its agents, and 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 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.

Proceeds to be Escrowed. On or before the date the Offering Document is initially declared effective qualified by the Securities and Exchange Commission (Commission, subject to the “SEC”)Escrow Agent’s prior receipt of all required documentation necessary to comply with the Bank Secrecy Act, the Company shall establish an interest-bearing escrow account with the Escrow Agent to be invested in accordance with Section 7 titled entitled “ESCROW ACCOUNT FOR THE BENEFIT OF INVESTORS IN COMMON SHARES OF UNITED REALTY TRUST INCORPORATEDBONDS OF THE GLADSTONE COMPANIES, INC.” (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 Securities via “Direct Registration Settlement” (as described in the Offering Document) (“Investors”) in payment for the Common Shares Securities (“Investor Funds”) will be delivered to the Escrow Agent within two (2) one business days day following the day upon which such Investor Funds are received by the Company or its agents, and shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent. Until During the Termination Date (as defined in Section 4)term of this Agreement, the Company or its agents shall cause all checks received by and made payable to it for payment for the Common Shares Securities to be payable to endorsed in favor of 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: Termination Date (a) the close of business on ____________, 2013; (b) the date upon which the as defined in Section 4). 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) daysAccount shall not be an interest-bearing account. 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 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.

Proceeds to be Escrowed. On or before the date the Offering Document is initially declared effective by the Securities and Exchange Commission (the “SEC”)Commission, the Company shall establish an interest-bearing escrow account with the Escrow Agent to be invested in accordance with Section 7 titled entitled “ESCROW ACCOUNT FOR THE BENEFIT OF INVESTORS IN COMMON SHARES OF UNITED REALTY TRUST INCORPORATEDUNITS OF PREFERRED APARTMENT COMMUNITIES, INC.” (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 Securities (“Investors”) in payment for the Common Shares Securities (“Investor Funds”) will be delivered to the Escrow Agent within two (2) one business days day following the day upon which such Investor Funds are received by the Company or its agents, and shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent. Until During the Termination Date (as defined in Section 4)term of this Agreement, the Company or its agents shall cause all checks received by and made payable to it for payment for the Common Shares Securities to be payable to endorsed in favor of 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 ____________December 31, 20132012; (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 2,000,000 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 OfferingSecurities; and (d) the date the Escrow Agent receives notice from the SEC Securities and Exchange Commission 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) 20 days. The Escrow Account shall not be an interest-bearing account. 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 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.

Proceeds to be Escrowed. On or before the date the Offering Document is initially declared effective by the Securities and Exchange Commission (the “SEC”)Commission, the Company shall establish an interest-bearing escrow account with the Escrow Agent to be invested in accordance with Section 7 titled entitled “ESCROW ACCOUNT FOR THE BENEFIT OF INVESTORS IN COMMON SHARES OF UNITED REALTY TRUST INCORPORATEDUNITS OF PREFERRED APARTMENT COMMUNITIES, INC.” (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 Securities via “Direct Registration Settlement” (“Investorsas described in the Offering Document)(“Investors”) in payment for the Common Shares Securities (“Investor Funds”) will be delivered to the Escrow Agent within two (2) one business days day following the day upon which such Investor Funds are received by the Company or its agents, and shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent. Until During the Termination Date (as defined in Section 4)term of this Agreement, the Company or its agents shall cause all checks received by and made payable to it for payment for the Common Shares Securities to be payable to endorsed in favor of 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 [________], 2015, or [____________], 20132016 if the Offering is extended to such date by the Company; (b) the date upon which all Securities offered pursuant to 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 dateOffering Document are sold, 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 OfferingSecurities; and (d) the date the Escrow Agent receives notice from the SEC Securities and Exchange Commission 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) 20 days. The Escrow Account shall not be an interest-bearing account. 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 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.

Proceeds to be Escrowed. On or before the date the Offering Document is initially declared effective by the Securities and Exchange Commission (the “SEC”)Commission, the Company shall establish an interest-bearing escrow account with the Escrow Agent to be invested in accordance with Section 7 titled entitled “ESCROW ACCOUNT FOR THE BENEFIT OF INVESTORS IN COMMON SHARES OF UNITED REALTY TRUST INCORPORATEDUNITS OF PREFERRED APARTMENT COMMUNITIES, INC.” (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 Securities via “Direct Registration Settlement” (“Investorsas described in the Offering Document)(“Investors”) in payment for the Common Shares Securities (“Investor Funds”) will be delivered to the Escrow Agent within two (2) one business days day following the day upon which such Investor Funds are received by the Company or its agents, and shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent. Until During the Termination Date (as defined in Section 4)term of this Agreement, the Company or its agents shall cause all checks received by and made payable to it for payment for the Common Shares Securities to be payable to endorsed in favor of 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 ____________October 11, 20132015, or October 11, 2016 if the Offering is extended to such date by the Company; (b) the date upon which all Securities offered pursuant to 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 dateOffering Document are sold, 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 OfferingSecurities; and (d) the date the Escrow Agent receives notice from the SEC Securities and Exchange Commission 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) 20 days. The Escrow Account shall not be an interest-bearing account. 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 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.

Proceeds to be Escrowed. On or before the date on which the Offering Document is initially declared effective by the Securities and Exchange Commission (the “SEC”)commences, the Company shall direct the Escrow Agent to establish an interest-bearing escrow deposit account with in the name of 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” hereof (including such abbreviations as are required for the Escrow Agent’s systems) (the “Escrow Account”). This Agreement shall be effective as of the date first written above. The escrow period shall commence upon the effectiveness of this Agreement and shall continue until the Termination Date (as defined in Section 5) (the “Escrow Period”). All checks, wire transfers and other funds received from subscribers persons submitting subscriptions for the purchase of Common Shares Securities (“Investors”) in payment for the Common Shares Securities (“Investor Funds”) will be delivered to the Escrow Agent within two one (21) business days day following the day upon which such Investor Funds are received by the Company or its agents, and shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow AgentAgent and invested as stated herein. Until During the Termination Date (as defined in Section 4)term of this Agreement, the Company or its agents shall cause all checks received for by and made payable to it in payment for the Common Shares Securities to be payable to endorsed for favor of 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 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. The Escrow Agent reserves the right to deny, suspend or terminate participation by an Investor to the extent the Escrow Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with the purposes of the Offering.

Proceeds to be Escrowed. On or before the date the Offering Document is initially declared effective by Issuer begins selling the Securities and Exchange Commission (the “SEC”)Securities, the Company Issuer shall establish an interest-bearing escrow account with the Escrow Agent to be invested in accordance with Section 7 titled entitled “ESCROW ACCOUNT FOR THE BENEFIT OF INVESTORS IN COMMON SHARES OF UNITED REALTY TRUST INCORPORATEDA1/M1/M2 PREFERRED STOCK OF PROSPECT CAPITAL CORPORATION” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Escrow Account”) with three separate subaccounts (an “A1 Subaccount”, a “M1 Subaccount”, and a “M2 Subaccount”). All checks, wire transfers and other funds received from subscribers of Common Shares Securities via “Direct Registration Settlement” (as described in the Offering Document) (“Investors”) in payment for the Common Shares Securities (“Investor Funds”) will be delivered to the Escrow Agent within two (2) one business days day following the day upon which such Investor Funds are received by the Company Issuer or its agents, and shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent. Until the Termination Date (as defined in Section 4)Upon receipt of any such Investor Funds, the Company Issuer or the Dealer Manager shall direct the Escrow Agent in writing whether such funds shall be deposited into the A1 Subaccount, the M1 Subaccount or the M2 Subaccount. In the absence of the receipt of such written direction, the Escrow Agent shall have no obligation to determine whether such Investor Funds shall be deposited into the A1 Subaccount, the M1 Subaccount or the M2 Subaccount. During the term of this Agreement, the Issuer or its agents shall cause all checks received by and made payable to it for payment for the Common Shares Securities to be payable to endorsed in favor of 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: Termination Date (a) the close of business on ____________, 2013; (b) the date upon which the as defined herein). 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) daysAccount shall not be an interest-bearing account. 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 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 Issuer 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.

Proceeds to be Escrowed. On or before the date the Offering Document is initially declared effective by the Securities and Exchange Commission (the “SEC”)Commission, the Company shall establish an interest-bearing escrow account with the Escrow Agent to be invested in accordance with Section 7 titled entitled “ESCROW ACCOUNT FOR THE BENEFIT OF INVESTORS IN COMMON SHARES OF UNITED REALTY TRUST INCORPORATEDUNITS OF PREFERRED APARTMENT COMMUNITIES, INC.” (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 Securities (“Investors”) in payment for the Common Shares Securities (“Investor Funds”) will be delivered to the Escrow Agent within two (2) one business days day following the day upon which such Investor Funds are received by the Company or its agents, and shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent. Until During the Termination Date (as defined in Section 4)term of this Agreement, the Company or its agents shall cause all checks received by and made payable to it for payment for the Common Shares Securities to be payable to endorsed in favor of 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 [________], 2015, or [____________], 20132016 if the Offering is extended to such date by the Company; (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 OfferingSecurities; and (dc) the date the Escrow Agent receives notice from the SEC Securities and Exchange Commission 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) 20 days. The Escrow Account shall not be an interest-bearing account. 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 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.

Proceeds to be Escrowed. On or before the date the Offering Document is initially declared effective by the Securities and Exchange Commission (the “SEC”)Commission, the Company shall establish an interest-bearing escrow account with the Escrow Agent to be invested in accordance with Section 7 titled entitled “ESCROW ACCOUNT FOR THE BENEFIT OF INVESTORS IN COMMON SHARES OF UNITED REALTY TRUST INCORPORATEDA1M1PREFERRED STOCK OF PREFERRED APARTMENT COMMUNITIES, INC.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Escrow Account”) with two separate subaccounts (a “A1 Subaccount” and a “M1 Subaccount”). All checks, wire transfers and other funds received from subscribers of Common Shares Securities via “Direct Registration Settlement” (as described in the Offering Document) (“Investors”) in payment for the Common Shares Securities (“Investor Funds”) will be delivered to the Escrow Agent within two (2) one business days day following the day upon which such Investor Funds are received by the Company or its agents, and shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent. Until Upon receipt of any such Investor Funds, the Termination Date (as defined Company shall direct the Escrow Agent in Section 4)writing whether such funds shall be deposited into the A1 Subaccount or the M1 Subaccount. In the absence of the receipt of such written direction, the Escrow Agent shall have no obligation to determine whether such investor funds shall be deposited into the A1 Subaccount or the M1 Subaccount. During the term of this Agreement, the Company or its agents shall cause all checks received by and made payable to it for payment for the Common Shares Securities to be payable to endorsed in favor of 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: Termination Date (aas defined herein) the close of business on ____________, 2013; (b) the date upon which the 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) daysAccount shall not be an interest-bearing account. PAC:19638.2 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 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.

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 two (2) business days following the day upon which time period set forth in the final paragraph of this Section 1, and such Investor Funds are received by the Company or its agents, and 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.

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 The Company shall establish has established 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 who reside in any state that has imposed continuing escrow obligations as described in the Offering Document (“Restricted State Investors”) in payment for the Common Shares (“Restricted State Investor Funds”) ), along with all documents executed in connection with each Restricted State Investor’s subscription for 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 Restricted State Investor Funds to the Escrow Agent within two (2) business days following the day upon which time period set forth in the final paragraph of this Section 1, and such Restricted State Investor Funds are received by the Company or its agents, and 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 from Restricted State Investors 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 ____________August 15, 20132015; (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 is no longer subject to continuing escrow obligations imposed by any state (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 Securities and Exchange Commission (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 Restricted State Investor Funds until and unless it has good and collected funds. If a Restricted State 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 Restricted State 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 Restricted State Investor, 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 from the Restricted State Investor 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 from the Restricted State Investor, forward the check to the Escrow Agent.