CANTOR FITZGERALD INCOME TRUST, INC.
Up to $1,250,000,000 in Shares of Common Stock
DEALER MANAGER AGREEMENT
This Dealer Manager Agreement (the Agreement) is made and entered into as of the 10th day of August, 2020 between Cantor Fitzgerald Income Trust, Inc., a Maryland corporation (the Company), and Cantor Fitzgerald & Co., a New York general partnership (the Dealer Manager).
Whereas, on March 20, 2020, the Company filed a registration statement on Form S-11 (such registration statement and any prospectus contained therein, as they may be amended, including any pre-effective amendments, post-effective amendments or other supplements to such registration statement or such prospectus after the effective date of registration, being respectively referred to herein as the Registration Statement and the Prospectus, respectively, as more fully defined below) with the Securities and Exchange Commission (the SEC) for the registration under the Securities Act of 1933, as amended (the Securities Act) of an offering (the Offering) of up to $1,250,000,000 in any combination of Class T shares (the Class T Shares), Class S shares (the Class S Shares), Class D shares (the Class D Shares) and Class I shares (the Class I Shares) of its common stock, $0.01 par value per share (the Class T Shares, the Class S Shares, Class D Shares and Class I Shares collectively, the Shares);
Whereas, the Offering is comprised of$1,000,000,000 of Shares that will be issued and sold to the public (the Primary Offering) and $250,000,000 of Shares that will be offered pursuant to the Companys distribution reinvestment plan (the DRP) (subject to the Companys right to reallocate such Share amounts, as described in the Prospectus);
Whereas, in connection with the Offering, the minimum initial purchase by any one person shall be $2,500 in Shares, other than Class I Shares where the minimum initial purchase shall be $1,000,000, in each case except as otherwise indicated in the Prospectus; and
Whereas, the Company desires to retain the Dealer Manager to use its best efforts to sell the Shares and to manage the sale by other participating broker dealers (the Dealers) of the Shares and Dealer Manager desires to serve as the Dealer Manager for the Company for the sale of the Shares upon the terms and conditions set forth in this Agreement and in the Registration Statement.
Now, therefore, in consideration of the terms and conditions hereinafter set forth and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed between the Company and the Dealer Manager as follows:
1. Representations and Warranties of the Company:
The Company represents and warrants to the Dealer Manager that:
a. Registration Statement and Prospectus. The Company has filed a Registration Statement on Form S-11 (Registration Statement No. 333-237327) and the related Prospectus with the SEC in accordance with applicable requirements of the Securities Act and the applicable rules and regulations (the Rules and Regulations) of the SEC promulgated thereunder, covering the Shares. Said Registration Statement, which includes a preliminary prospectus, was initially filed with the SEC on March 20, 2020. Copies of such Registration Statement and each amendment thereto have been or will be delivered to the Dealer Manager. The Registration Statement (including financial statements, exhibits and all other documents related thereto that are filed as a part thereof or incorporated therein) and Prospectus contained therein, as finally amended and revised at the effective date of the Registration Statement (including at the effective date of any post-effective amendment thereto), are respectively referred to herein as the Registration Statement and the Prospectus, except that if the Prospectus filed by the Company pursuant to Rule 424(b) under the Securities Act shall differ from the Prospectus, the term Prospectus shall also include the Prospectus filed pursuant to Rule 424(b). Every contract or document required by the Securities Act or Rules and Regulations to be filed as an exhibit to the Registration Statement has been and will be so filed with the SEC.
b. The Company. The Company is and will be at all times during the Offering duly and validly organized and formed as a corporation under the laws of the state of Maryland, with the power and authority to conduct its business as described in the Prospectus.