Cantor Fitzgerald

An Affiliate of the Advisor (Rodin Income Trust OP Holdings, LLC, managed by Cantor Fitzgerald Investors, LLC) holds Special Limited Partnership Units entitling it to 15% of Partnership distributions after investors receive return of capital plus a 6.5% preferred return. This creates a potential conflict between the Advisor's fee-earning incentive and investor interests.

“The Partnership issued Special Limited Partnership Units to an Affiliate of the Advisor in exchange for the cash contribution reflected on Exhibit A hereto and for services performed or to be performed for the Partnership and its Subsidiaries, and admitted such Person as the Special Limited Partner. The Special Limited Partner shall be entitled to certain distributions as provided in Section 5.2 and certain preferential allocations of items of income and gain under Section 5.1.”