Rodin Income Trust, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 30th, 2017 • Rodin Income Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of [ ], 2017, by and between Rodin Income Trust, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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ADVISORY AGREEMENT BY AND AMONG rodin INCOME trust, INC., Rodin INCOME trust OPERATING PARTNERSHIP, L.P., Rodin income Advisors, LLC AND Cantor fitzgerald investors, LLC
Advisory Agreement • June 14th, 2018 • Rodin Income Trust, Inc. • Real estate investment trusts • New York

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of 2nd day of May, 2018 (the “Effective Date”), is entered into by and among Rodin Income Trust, Inc., a Maryland corporation (the “Company”), Rodin Income Trust Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Rodin Income Advisors, LLC, a Delaware limited liability company (the “Advisor”) and, solely in connection with the obligations set forth in Article 13, Cantor Fitzgerald Investors, LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used herein shall have the meanings ascribed to them in Article 1 below.

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LIMITED PARTNERSHIP AGREEMENT OF RODIN INCOME TRUST OPERATING PARTNERSHIP, L.P. A DELAWARE LIMITED PARTNERSHIP may 2, 2018
Limited Partnership Agreement • June 14th, 2018 • Rodin Income Trust, Inc. • Real estate investment trusts • Delaware

This Limited Partnership Agreement (this “Agreement”) is entered into this May 2, 2018 between Rodin Income Trust, Inc., a Maryland corporation (the “General Partner”), and the Limited Partners set forth on Exhibit A attached hereto, as amended from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in Article 1.

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DEALER MANAGER AGREEMENT
Dealer Manager Agreement • June 14th, 2018 • Rodin Income Trust, Inc. • Real estate investment trusts • New York

This Dealer Manager Agreement (the “Agreement”) is made and entered into as of the 2nd day of May, 2018 between Rodin Income Trust, Inc., a Maryland corporation (the “Company”), Cantor Fitzgerald Investors, LLC, a Delaware limited liability company (the “Sponsor”), and Cantor Fitzgerald & Co., a New York general partnership (the “Dealer Manager”).

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LOGO] RODIN INCOME TRUST, INC. Up to $1,250,000,000 in Shares of Common Stock FORM OF SELECTED DEALER AGREEMENT
Rodin Income Trust, Inc. • May 12th, 2016 • Real estate investment trusts • New York

Cantor Fitzgerald & Co., as the dealer manager (the “Dealer Manager”) for Rodin Income Trust, Inc. (the “Company”), a Maryland corporation that intends to qualify to be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of Class A shares (the “Class A Shares”), Class T shares (the “Class T Shares”) and Class I shares (the “Class I Shares”) of common stock, $0.01 par value per share (the Class A Shares, the Class T Shares and Class I Shares collectively, the “Shares”) of the Company subject to the following terms:

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RODIN INCOME TRUST, INC. ESCROW AGREEMENT
Escrow Agreement • June 14th, 2018 • Rodin Income Trust, Inc. • Real estate investment trusts • New York

THIS ESCROW AGREEMENT (this “Agreement”), is made and entered into as of June 5, 2018 by and among Rodin Income Trust, Inc., a Maryland corporation (the “Company”), Cantor Fitzgerald & Co., a New York general partnership, as dealer manager for the Company (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).

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RODIN INCOME TRUST, INC. FORM OF DISTRIBUTION SUPPORT AGREEMENT
Distribution Support Agreement • April 13th, 2018 • Rodin Income Trust, Inc. • Real estate investment trusts • New York

DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated [●], 2018, by and between Cantor Fitzgerald Investors, LLC (the “Sponsor”) and Rodin Income Trust, Inc. (the “Company”).

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AMENDED AND RESTATED ADVISORY AGREEMENT BY AND AMONG RODIN INCOME TRUST, INC., RODIN INCOME TRUST OPERATING PARTNERSHIP, L.P., RODIN INCOME ADVISORS, LLC, CANTOR FITZGERALD INVESTORS, LLC AND RODIN INCOME TRUST OP HOLDINGS, LLC
Advisory Agreement • October 3rd, 2018 • Rodin Income Trust, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of the 28th day of September, 2018 (the “Effective Date”), is entered into by and among Rodin Income Trust, Inc., a Maryland corporation (the “Company”), Rodin Income Trust Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Rodin Income Advisors, LLC, a Delaware limited liability company (the “Advisor”) and, solely with respect to Article 13 and Section 9.03, Cantor Fitzgerald Investors, LLC, a Delaware limited liability company (the “Sponsor”), and, solely with respect to Section 9.03, Rodin Income Trust OP Holdings, LLC, a Delaware limited liability company (the “Special Unit Holder”). Capitalized terms used herein shall have the meanings ascribed to them in Article 1 below.

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LOGO] RODIN INCOME TRUST, INC. Up to $1,250,000,000 in Shares of Common Stock FORM OF SELECTED DEALER AGREEMENT
Selected Dealer Agreement • April 13th, 2018 • Rodin Income Trust, Inc. • Real estate investment trusts • New York

Cantor Fitzgerald & Co., as the dealer manager (the “Dealer Manager”) for Rodin Income Trust, Inc. (the “Company”), a Maryland corporation that intends to qualify to be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of Class A shares (the “Class A Shares”), Class T shares (the “Class T Shares”) and Class I shares (the “Class I Shares”) of common stock, $0.01 par value per share (the Class A Shares, the Class T Shares and Class I Shares collectively, the “Shares”) of the Company subject to the following terms:

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FORM OF REIMBURSEMENT AGREEMENT
Form of Reimbursement Agreement • November 30th, 2017 • Rodin Income Trust, Inc. • Real estate investment trusts • New York

THIS REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into as of [ ], 2017, by and among Rodin Income Trust, Inc. a Maryland corporation (the “Company”), Cantor Fitzgerald Investors, LLC a Delaware limited liability company (the “Sponsor”), and only with respect to Section 1.02(c) hereof, Rodin Income Trust OP Holdings, LLC, a Delaware limited liability company (the “Special Unit Holder”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1.01 below.

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REIMBURSEMENT AGREEMENT
Reimbursement Agreement • August 14th, 2018 • Rodin Income Trust, Inc. • Real estate investment trusts • New York

THIS REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into as of May 2, 2018, by and among Rodin Income Trust, Inc. a Maryland corporation (the “Company”), Cantor Fitzgerald Investors, LLC, a Delaware limited liability company (the “Sponsor”), and, only with respect to Section 1.02(c) hereof, Rodin Income Trust OP Holdings, LLC, a Delaware limited liability company (the “Special Unit Holder”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1.01 below.

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PARTICIPATION AGREEMENT Dated as of November 1, 2018 by and between RIT Lending, Inc. (Initial Participation A-1 Holder) and Cantor Fitzgerald Investors, LLC (Initial Participation A-2 Holder) 533 East 12th Street, New York, New York
Participation Agreement • November 7th, 2018 • Rodin Income Trust, Inc. • Real estate investment trusts • New York

THIS PARTICIPATION AGREEMENT (this “Agreement”), dated as of November 1, 2018, by and between RIT LENDING, INC., a Delaware limited liability company, having an address at 110 East 59th Street, Sixth Floor, New York, New York 10022 (“Rodin”), as the initial holder of Participation A-1 (in such capacity, the “Initial Participation A-1 Holder”), and CANTOR FITZGERALD INVESTORS, LLC, a Delaware limited liability company, having an address at 110 East 59th Street, Sixth Floor, New York, New York 10022, as the initial holder of Participation A-2 (the “Initial Participation A-2 Holder”).

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Amendment No. 1 to Amended and Restated Advisory Agreement
Advisory Agreement • September 30th, 2019 • Rodin Income Trust, Inc. • Real estate investment trusts

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amendment”), dated and effective as of Sept. 28, 2018, is entered into by and among Rodin Income Trust, Inc., a Maryland corporation (the “Company”), Rodin Income Trust Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Rodin Income Advisors, LLC, a Delaware limited liability company (the “Advisor”) and, solely with respect to Article 13 and Section 9.03 of the Advisory Agreement (as defined below), Cantor Fitzgerald Investors, LLC, a Delaware limited liability company (the “Sponsor”), and, solely with respect to Section 9.03 Advisory Agreement, Rodin Income Trust OP Holdings, LLC, a Delaware limited liability company (the “Special Unit Holder”). The Company, the Operating Partnership, the Advisor, the Sponsor and the Special Unit Holder are collectively referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms i

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DISTRIBUTION SUPPORT AGREEMENT
Distribution Support Agreement • June 14th, 2018 • Rodin Income Trust, Inc. • Real estate investment trusts • New York

DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated May 2, 2018, by and between Cantor Fitzgerald Investors, LLC (the “Sponsor”) and Rodin Income Trust, Inc. (the “Company”).

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Amendment No. 1 to Amended and Restated Advisory Agreement
Advisory Agreement • November 14th, 2019 • Rodin Income Trust, Inc. • Real estate investment trusts

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amendment”), dated and effective as of September 28, 2019, is entered into by and among Rodin Income Trust, Inc., a Maryland corporation (the “Company”), Rodin Income Trust Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Rodin Income Advisors, LLC, a Delaware limited liability company (the “Advisor”) and, solely with respect to Article 13 and Section 9.03 of the Advisory Agreement (as defined below), Cantor Fitzgerald Investors, LLC, a Delaware limited liability company (the “Sponsor”), and, solely with respect to Section 9.03 Advisory Agreement, Rodin Income Trust OP Holdings, LLC, a Delaware limited liability company (the “Special Unit Holder”). The Company, the Operating Partnership, the Advisor, the Sponsor and the Special Unit Holder are collectively referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such ter

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