Risks Considerations

An investment in United Realty Trust Incorporated involves a high degree of risk. You should carefully consider the information set forth in the Risk Factors section of the Prospectus for a discussion of material risk factors relevant to an investment in our Common Shares, including, but not limited to, the following: There is currently no public trading market for our Common Shares, and there may never be one. This is a blind pool offering, so you will not have the opportunity to evaluate our investments before we make them.

If we are unable to raise substantial funds, we will be limited in the number of investments we may make, and the value of your investments in our Common Shares will fluctuate with the performance of the specific investments we make.

We and our advisor have a limited operating history. We have no established financing sources and the performance of our sponsor’s prior real estate investment programs may not be indicative of our future results. Our sponsor has limited experience in managing a public REIT or any other kind of public investment program.

Following the NAV pricing start date, the purchase of Common Shares under our DRIP and the repurchase of Common Shares under our share repurchase program will be at a price equal to our NAV per Common Share, which will be based upon subjective judgments, and may not reflect the amount that you might receive for your Common Shares in a market transaction.

Our advisor and its affiliates, including all of our executive officers and some of our directors, will face conflicts of interest caused by their compensation arrangements with us. We will pay our advisor and its affiliates substantial fees for their services, including, among other things, the selection, financing and acquisition of our investments; the management and leasing of our properties; the servicing of our mortgage, bridge, mezzanine or other loans; the administration of our other investments and the disposition of our assets. These fees will reduce the amount of cash available for investment or distributions to shareholders.

You are limited in your ability to sell your Common Shares pursuant to our share repurchase program.

We will make some of or all of our distributions from sources other than cash flow from operations, including the proceeds of our public offering, cash advanced to us by our advisor, cash resulting from a waiver of asset management fees or property management fees or from borrowings (including borrowings secured by our assets). This may reduce the amount of capital we invest and negatively impact the value of your investment.

There can be no assurance that any distributions will be made, and distributions are not guaranteed.

There can be no assurance that we will be able to achieve expected cash flows necessary to continue to pay initially established distributions or maintain distributions at any particular level, or that distributions will increase over time.

We have broad authority to incur debt, and high debt levels could hinder our ability to make distributions and could decrease the value of your investment.

United Realty Trust Incorporated has qualified as a real estate investment trust, or REIT, for the tax year 2013, and we intend to make a REIT election for Federal income tax purposes, commencing with our taxable year ending December 31, 2013.

The share ownership restrictions of the Internal Revenue Code of 1986, as amended, for REITs and the 9.8% share ownership limit in our charter may inhibit market activity in our Common Shares.

Real estate-related investments are subject to numerous risks, including risks relating to leverage, tenant nonrenewal, vacancies, inability to sell or refinance on favorable terms or at all, adverse regulatory changes, uninsured losses, adverse market conditions, and environmental hazards, any of which, if realized, could adversely affect our results of operations and the value of our Common Shares.

No offering is made to New York residents except by a Prospectus filed with the Department of Law of the State of New York. The Attorney General of the State of New York has not passed on or endorsed the merits of this offering.

Cabot Lodge Securities LLC (Member FINRA / SIPC ) is the dealer manager for United Realty Trust Incorporated.

This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. An offering is made only by the prospectus. This material must be preceded or accompanied by a prospectus. You should read the prospectus in order to understand fully all of the implications and risks of the offering of securities to which it relates. An investment in United Realty Trust Incorporated should be made only after careful review of the prospectus. All information contained in this material is qualified in its entirety by the terms of the prospectus.