SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this Agreement), dated as of August 10, 2020 (the Effective Date), is entered into by and among Cantor Fitzgerald Income Trust, Inc. (f/k/a Rodin Global Property Trust, Inc.), a Maryland corporation (the Company). Cantor Fitzgerald Income Trust Operating Partnership, L.P. (f/k/a Rodin Global Property Trust Operating Partnership, L.P.), a Delaware limited partnership (the Operating Partnership), Cantor Fitzgerald Income Advisors, LLC (f/k/a Rodin Global Property 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). Capitalized terms used herein shall have the meanings ascribed to them in Article 1 below.
WHEREAS, the Company, the Operating Partnership, and, solely with respect to Article 13 and Section 9.03 thereof, the Sponsor and, solely with respect to Section 9.03 thereof, Cantor Fitzgerald Income Trust OP Holdings, LLC (f/k/a Rodin Global Property Trust OP Holdings, LLC) and the Advisor entered into that certain amended and restated advisory agreement dated as of June 29, 2018 (the Amended Agreement), pursuant to which the Advisor agreed to render certain services to the Company and the Operating Partnership;
WHEREAS, the Company intends to qualify as a REIT and intends to invest its funds in investments permitted by the terms of Sections 856 through 860 of the Code;
WHEREAS, the Company is the general partner of the Operating Partnership and intends to conduct all of its business and make all or substantially all Investments through the Operating Partnership;
WHEREAS, the Company and the Operating Partnership desire to avail themselves of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Advisor and to have the Advisor undertake the duties and responsibilities set forth herein, on behalf of, and subject to the supervision of, the Board of the Company, all as provided herein;
WHEREAS, the Advisor is willing to undertake to render such services, subject to the supervision of the Board, on the terms and conditions hereinafter set forth; and
WHEREAS, the Company, the Operating Partnership, the Sponsor and the Advisor desire to amend and restate the terms of the Amended Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:
As used in this Agreement, the following terms shall have the meanings specified below:
Acquisition Expenses means any and all expenses incurred by the Company, the Operating Partnership, the Advisor or any of their Affiliates in connection with the selection, evaluation, acquisition, origination or development of any Investments, whether or not acquired or originated, as applicable, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, surveys and environmental site assessments, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, title insurance premiums, and the costs of performing due diligence.
Advisor means: (i) Cantor Fitzgerald Income Advisors, LLC, a Delaware limited liability company; or (ii) any successor advisor to the Company.