ECM REALTY TRUST, INC. IPO

Assuming an initial public offering price of $             per share of our 
common stock based upon the mid-point of the price range set forth on the 
cover page of this prospectus, we estimate we will receive gross proceeds 
from this offering of approximately $             or approximately 
$             if the underwriters' over-allotment option is exercised in 
full. After deducting the underwriting discount and other estimated expenses 
of this offering payable by us, including a success fee to Realty Capital 
International LLC, an affiliate of Richard B. Jennings, one of our director 
nominees, we expect net proceeds from this offering of approximately 
$             or approximately $             if the underwriters' 
over-allotment option is exercised in full.

We will contribute the net proceeds from this offering to our operating 
partnership. Assuming no exercise of the underwriters' over-allotment 
option, we intend to use the net proceeds of this offering, together with 
approximately $             drawn from the senior revolving credit facility 
we expect to enter into in connection with this offering, as follows: 

• approximately $          million in cash to purchase our acquisition 
  properties;

• approximately $             in cash (in addition to             common 
  units and             convertible preferred units) to make a payment to 
  strategic investors in the ECM Funds in connection with our acquisition 
  of our contribution properties;

• approximately $              million to repay in full mortgage 
  indebtedness (including principal and related accrued interest) secured 
  by the International Paper Company property, which bears interest at an 
  annual rate of 6.16% and matures August 1, 2011;

• approximately $              million to repay in part mortgage 
  indebtedness (including principal and related accrued interest and 
  refinancing costs) with an interest rate of the London Interbank Offered 
  Rate, or LIBOR, plus 1.25% secured by the T-Mobile USA, Inc. property in 
  Brownsville, Texas, in connection with an amendment to the remaining 
  mortgage indebtedness secured by the property to extend its maturity date 
  to November 1, 2012 (from January 1, 2011, subject to a one-year extension 
  option);

• approximately $              million to repay in part mortgage 
  indebtedness (including principal and related accrued interest and 
  refinancing costs) with an interest rate of LIBOR plus 1.10% secured by 
  the T-Mobile USA, Inc. property in Augusta, Georgia, in connection with 
  an amendment to refinancing of the remaining mortgage indebtedness 
  secured by the property to extend its maturity date to November 1, 2012 
  (from November 1, 2010, subject to two one-year extension options);

• approximately $              million to repay in part mortgage 
  indebtedness (including principal, related accrued interest and 
  refinancing costs) with an interest rate of LIBOR plus 1.10% secured by 
  the Checkfree Services Corporation property, in connection with an 
  amendment to the remaining mortgage indebtedness secured by the property 
  to extend its maturity date to November 1, 2012 (from September 1, 2011, 
  subject to a one-year extension option); and

• approximately $              million for transfer taxes, counsel fees, 
  related party brokerage fees, and other expenses associated with our 
  acquisition of our initial properties. 

If the underwriters' over-allotment option is exercised, we expect to use 
the additional net proceeds (which, if the underwriters' over-allotment 
option is exercised in full, will be approximately $             (based 
upon the mid-point of the price range set forth on the cover page of this 
prospectus)) for general corporate purposes and to fund potential future 
acquisitions.

The amounts of the uses described above are estimated, and the actual 
amounts of the uses may differ. For example, the repayments of indebtedness 
indicated above are calculated based on principal and interest balances 
outstanding as of September 30, 2010. The actual repayment amounts will 
depend  on the balances outstanding at the time of repayment, which may 
vary because of additional accrued interest and additional principal 
amortization after September 30, 2010, and then applicable costs of 
defeasance.

Pending application of any portion of the net proceeds from this offering, 
we will invest it in interest-bearing accounts and short-term, interest-
bearing securities as is consistent with our intention to qualify for 
taxation as a REIT for U.S. federal income tax purposes. Such investments 
may include, for example, obligations of the U.S. federal government and 
governmental agency securities, certificates of deposit and interest-bearing 
bank deposits.

We compete in the ownership, operation, management and acquisition of office, 
industrial and retail properties with pension funds and their advisors, bank 
and insurance company investment accounts, other REITS, real estate limited 
partnerships, individuals, and other entities engaged in real estate 
investment activities, some of whom own or may in the future own properties 
similar to ours in the same geographic regions in which our properties are 
located and some of whom have greater financial resources and lower costs 
of capital available to them than we have. There is competition for tenants 
across our portfolio, and consequently, we may find it necessary to offer 
competitive incentives such as free rent, absorb charges for tenant 
improvements, or provide other inducements that will lower our operational 
proceeds in the short term.