8-K - CFTR-PA - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 23, 2021

Cantor Fitzgerald Income Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-56043	81-1310268
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Numbers)	(IRS Employer<br> <br>Identification No.)
110 E. 59th Street, New York, NY 10022
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(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 938-5000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01.	Entry into a Material Definitive Agreement.

DST Dealer Manager Agreement

On November 23, 2021, Cantor Fitzgerald Income Trust, Inc. (the “Company”), Cantor Fitzgerald Income Trust Operating Partnership, L.P. (the “Operating Partnership”), and CF Net Lease Portfolio IV DST, a Delaware statutory trust (“DST”) entered into a managing broker-dealer agreement (“DST Dealer Manager Agreement”) with Cantor Fitzgerald & Co. (the “Dealer Manager”), an affiliate of the Company’s sponsor and advisor, pursuant to which the Dealer Manager agreed to conduct a private placement offering (“DST Offering”) of up to $21,620,000 of the DST’s beneficial interests (“Interests”), representing 100% of the Interests, to third party investors on a “best efforts” basis. The Company, through the Operating Partnership, currently owns 100% of the Interests. Pursuant to the Amended DST Agreement (as defined and described below), beginning on the second anniversary of the completion of the DST Offering, the Operating Partnership will have the right (the “Fair Market Value Option”), but not the obligation, to require each third party investor to exchange his, her or its Interests for Class T operating partnership units (“OP Units”) or cash (subject to a cap); provided, however, that investors will be provided the opportunity to elect to receive certain other classes of OP Units in lieu of Class T OP Units (subject to meeting certain criteria). After a one-year holding period, investors who acquire OP Units will generally have the right to cause the Operating Partnership to redeem all or a portion of their OP Units for, at the Company’s sole discretion, shares of the Company’s common stock of the same designation as the OP Units, cash, or a combination of both.

Under the DST Dealer Manager Agreement, the DST will pay to the Dealer Manager upfront selling commissions and upfront dealer manager fees, some of which may be waived or reallowed to participating broker-dealers. In addition, the Dealer Manager may receive an ongoing distribution fee, which may continue for so long as the investor in the DST Offering holds OP Units or shares of the Company’s common stock, subject to certain underwriting compensation limits.

In addition, the DST is obligated to pay organization and offering expenses for the DST Offering (other than selling commissions and the dealer manager fee). These expenses may include reimbursements for the reasonable bona fide due diligence expenses of participating broker-dealers or registered investment advisers, supported by detailed and itemized invoices, legal fees of the Dealer Manager, customary promotional items, customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the DST Offering, and costs and expenses of conducting educational conferences and seminars, attending broker-dealer or registered investment adviser sponsored conferences, or educational conferences sponsored by the Company.

The DST Dealer Manager Agreement contains standard representations, warranties and covenants of the DST and the Dealer Manager. The Operating Partnership, the Dealer Manager and the DST have each also agreed to provide indemnification as set forth in the DST Dealer Manager Agreement. The Issuer may terminate the DST Offering at any time before the offering expiration date. Included as Exhibit A to the DST Dealer Manager Agreement is the Selected Dealer Agreement to be entered into by the Dealer Manager and participating broker-dealers that participate in the DST Offering.

The foregoing description of the DST Dealer Manager Agreement is a summary only and is qualified in all respects by the provisions of the DST Dealer Manager Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Amended DST Trust Agreement

In connection with the DST Offering, on November 23, 2021, CF Net Lease Portfolio Depositor, the Operating Partnership, CF Net Lease Portfolio Manager IV, LLC and Delaware Trust Company entered into an amended and restated trust agreement of CF Net Lease Portfolio IV DST (“Amended DST Trust Agreement”). The Amended DST Trust Agreement sets forth the terms of the Fair Market Value Option as described above. CF Net Lease Portfolio Manager IV, LLC (the “Manager”), an affiliate of the Company’s advisor and sponsor, will continue to be engaged to act as the manager of the DST.

While the intention is to sell 100% of the interests to third parties, the Operating Partnership may hold an interest for a period of time and therefore could be subject to the following description of fees and reimbursements paid to the Manager. The trust manager will be entitled to the following payments from the trust: (i) starting January 1, 2022, a $40,000 annual asset management fee, (ii) a disposition fee of up to 1.5% of the gross sales price of any DST properties sold to a third party, provided that the disposition fee may only be paid if the Fair Market Value Option has not been exercised, and (iii) reimbursement of certain expenses associated with the establishment, maintenance and operation of the trust and DST properties. Additionally, under certain circumstances, the Manager or its affiliate may earn a 1.0% refinancing fee. The property manager will continue to receive from the Trust property management fee equal to 1.5% of base rent, which is payable pursuant to the property management agreement.

The foregoing description of the Amended DST Trust Agreement is a summary only and is qualified in all respects by the provisions of the Amended DST Trust Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 7.01	Regulation FD Disclosure. November 2021 Distribution

As authorized by the board of directors of the Company, on November 30, 2021 the Company declared the following distributions for each class of the Company’s common stock as rounded to the nearest four decimal places ($1.55 on an annual basis):

	Gross<br>Distribution
Class I Shares	$	0.1274
Class D Shares	$	0.1274
Class S Shares	$	0.1274
Class T Shares	$	0.1274
Class IX Shares	$	0.1274
Class AX Shares	$	0.1274
Class IX Shares	$	0.1274

The net distributions for each class of common stock (which represents the gross distributions described above less any distribution fee for the applicable class of common stock as described in the Company’s applicable prospectus) are payable to stockholders of record immediately prior to the close of business on November 30, 2021 and will be paid on or about December 7, 2021. These distributions will be paid in cash or reinvested in shares of the Company’s common stock for stockholders participating in the Company’s distribution reinvestment plan. Some or all of the cash distributions may be paid from sources other than cash flow from operations.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that are based on the Company’s current expectations, plans, estimates, assumptions, and beliefs that involve numerous risks and uncertainties, as well as those risks set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as amended or supplemented by the Company’s other filings with the Securities and Exchange Commission. Although these forward-looking statements reflect management’s belief as to future events, actual events or the Company’s investments and actual results of operations could differ materially from those expressed or implied in these forward-looking statements. To the extent that the Company’s assumptions differ from actual results, the Company’s ability to meet such forward-looking statements may be significantly hindered. You are cautioned not to place undue reliance on any forward-looking statements.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are being filed herewith:

10.1	Dealer Manager Agreement
10.2	Amended Trust Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CANTOR FITZGERALD INCOME TRUST, INC.
Date: November 30, 2021	By:	/s/ Christopher A. Milner
	Name:	Christopher Milner
	Title:	President

EX-10.1

Exhibit 10.1

MANAGING BROKER-DEALER AGREEMENT

This Managing Broker-Dealer Agreement (this “Agreement”) is entered into by and among CF NET LEASE PORTFOLIO IV DST, a Delaware statutory trust (the “Issuer”), CANTOR FITZGERALD INCOME TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (in such capacity, the “Depositor”), CANTOR FITZGERALD & CO., a New York general partnership (the “Managing Broker-Dealer”), and, solely with respect to Section 6.6, CANTOR FITZGERALD INCOME TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (in such capacity, the “Operating Partnership”), and CANTOR FITZGERALD INCOME TRUST, INC., a Maryland corporation (“CF Income Trust”), effective November 23, 2021 (the “Effective Date”) regarding the offering and sale by the Issuer of up to $21,620,000 in beneficial interests (the “Securities”) in the Issuer (the “Offering”). Capitalized terms used herein and not otherwise defined herein shall have the same meaning as set forth in the Confidential Private Placement Memorandum for Beneficial Interests in CF Net Lease Portfolio IV DST dated November 23, 2021 (as supplemented or amended, the “Memorandum”).

Appointment of the Managing Broker-Dealer.

1.1 On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Managing Broker-Dealer is hereby appointed and agrees that it shall solicit, or cause to be solicited, purchasers for the Securities on a commercially reasonable “best efforts” basis, at the price to be paid and otherwise upon the other terms and conditions set forth in the Memorandum and the Purchase Agreement (as defined below). The solicitation of purchasers of Securities shall be conducted pursuant to a private, limited offering exempt from registration pursuant to: (i) Rule 506(b) of Regulation D (“Rule 506”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and (ii) applicable state blue sky exemptions. The Managing Broker-Dealer is authorized to enlist other members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) acceptable to the Issuer (the “Selling Group Members”) to sell the Securities. The Managing Broker-Dealer is authorized to subcontract some or all of its obligations set forth in this Agreement in its sole discretion.

1.2 It is understood that no sale of the Securities shall be regarded as effective unless and until accepted by the Issuer. The Issuer reserves the right in its sole discretion to accept or reject any purchase agreement **** for the Securities (the “Purchase Agreement”) in whole or in part for a period of 30 days after receipt of the Purchase Agreement. Any proposed purchase of the Securities not accepted within 30 days of receipt shall be deemed rejected. The Securities will be offered during a period (the “Offering Period”) commencing on the date of the Memorandum and continuing until the earlier of October 31, 2022 (which date is subject to extension by the sponsor of the Offering), or the date on which all $21,620,000 of the Securities have been sold (the “Offering Termination Date”).

1.3 Subject to the performance by the Issuer of all the obligations to be performed hereunder and to the completeness and accuracy of all the Issuer’s representations and warranties contained herein, the Managing Broker-Dealer hereby accepts such agency and agrees on the terms and conditions herein set forth to use its commercially reasonable best efforts during the Offering Period to find qualified investors (the “Investors”) for the Securities.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Managing Broker-Dealer that:

2.1 The Issuer has been duly organized and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, has all requisite power and authority to enter into this Agreement and has all requisite power and authority to conduct its business as described in the Memorandum.

2.2 No defaults exist in the due performance or observance of any material obligation, term, covenant or condition of any agreement or instrument to which the Issuer is a party or by which it is bound.

2.3 Subject to Section 3.3, each of the Memorandum and the Approved Sales Literature (as defined below), when used in connection with the Memorandum, does not include nor will it include, through the Offering Termination Date, any untrue statement of a material fact nor does it or will it omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

2.4 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Issuer of this Agreement or the issuance and sale by the Issuer of the Securities, except such as may be required under the Securities Act or applicable state securities laws.

2.5 At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Memorandum. The issuance, sale and delivery of the Securities is not subject to any preemptive rights. The Securities conform in all material respects to the description thereof contained in the Memorandum.

2.6 As of the Effective Date and at the time of any sale of the Securities (collectively, the “Applicable Date”), that none of the Issuer, its trustees (other than the required Delaware administrative trustee), executive officers, directors, general partners, managing members or officers participating in the Offering or persons who own 20% or more of the Issuer:

2.6.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was:

(a) In connection with the purchase or sale of any security;

(b) Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or

(c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities.

2.6.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice:

(a) In connection with the purchase or sale of any security;

(b) Involving the making of any false filing with the SEC; or

(c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities.

2.6.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that:

(a) As of any Applicable Date, bars the person from:

(1) Association with an entity regulated by such commission, authority, agency or officer;

(2) Engaging in the business of securities, insurance or banking; or

(3) Engaging in savings association or credit union activities; or

(b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date.

2.6.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, as of any Applicable Date:

(a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor;

(b) Places limitations on the activities, functions or operations of such person; or

2.6.5 Is subject to any order of the SEC entered within five years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of:

(a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or

(b) Section 5 of the Securities Act.

2.6.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.

2.6.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within five years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued.

2.6.8 Is subject to a United States Postal Service false representation order entered within five years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

2.6.9 Subject to the performance of the Issuer’s obligations hereunder, the holders of the Securities will have the rights described in the Memorandum.

2.6.10 The Issuer agrees to immediately notify the Managing Broker-Dealer if there is a violation or potential violation of the representations set forth in this Section 2.6 during the Offering Period.

2.7 This Agreement has been duly and validly authorized, executed and delivered by the Issuer and constitutes the valid agreement of the Issuer, enforceable in accordance with its terms, subject to applicable bankruptcy and similar laws and principals of equity. The execution and delivery of this Agreement, the consummation of the transactions contemplated and the compliance with the terms hereof by the Issuer do not and will not conflict with or constitute a default under (i) the organizational documents of the Issuer, (ii) any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Issuer is a party as of the Effective Date, or (iii) any law, order, rule or regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Issuer except, in the case of clauses (ii) and (iii) only, for such conflicts or defaults that could not reasonably be expected to have, individually or in the aggregate, a material adverse effect.

2.8 There are no actions or proceedings against, or investigations of, the Issuer, pending or, to the knowledge of the Issuer, threatened, before any court, arbitrator, administrative agency or other tribunal (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by this Agreement, (iii) that might materially and adversely affect the performance by the Issuer of its obligations under, or the validity or enforceability of, this Agreement, or the Securities or (iv) seeking to affect adversely the federal income tax attributes of the Securities except as described in the Memorandum.

2.9 Except as otherwise stated, the representations and warranties made in this Section 2 are made as of the date hereof and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue or is incorrect, the Issuer will immediately notify the Managing Broker-Dealer in writing of the fact which makes the representation or warranty untrue or incorrect.

Covenants of the Issuer. The Issuer agrees that:

3.1 The Issuer will deliver to the Managing Broker-Dealer such numbers of copies of the Memorandum and any amendment or supplement thereto, with all appendices thereto, as the Managing Broker-Dealer may reasonably request in connection with the Offering. Any sales literature or other materials, regardless of how labeled or described, used in addition to the Memorandum in connection with the Offering shall be approved by the Issuer prior to first use (collectively, the “Approved Sales Literature”). The Issuer also will deliver to the Managing Broker-Dealer such number of copies of any Approved Sales Literature as the Managing Broker-Dealer may reasonably request in connection with the Offering. In the event that the Issuer provides any copies of the Memorandum to any party, the Issuer shall promptly provide to the Managing Broker-Dealer the number identifying the copy of the Memorandum provided to such party.

3.2 The Issuer will comply with all requirements imposed upon it by the rules and regulations of the SEC, and by all applicable state securities laws and regulations, to permit the continuance of offers and sales of the Securities, in accordance with the provisions of this Agreement and in the Memorandum or any Approved Sales Literature and will amend or supplement the Memorandum or the Approved Sales Literature, as the case may be, in order to make the Memorandum or the Approved Sales Literature comply with the requirements of federal and applicable state securities laws and regulations. The Issuer shall provide from time to time upon request of the Managing Broker-Dealer certificates of its compliance with the requirements of this Agreement and applicable law.

3.3 If at any time any event occurs as a result of which the Memorandum or any Approved Sales Literature would include an untrue statement of a material fact or, in view of the circumstances under which it was made, omit to state any material fact necessary to make the statements therein not misleading, the Issuer will notify the Managing Broker-Dealer promptly upon becoming aware thereof, effect the preparation of an amendment or supplement to the Memorandum or Approved Sales Literature which will correct such statement or omission, and deliver to the Managing Broker-Dealer as many copies of such amendment or supplement to the Memorandum or Approved Sales Literature as the Managing Broker-Dealer may reasonably request.

3.4 The Issuer will apply the net proceeds from the Offering received by it in the manner set forth in the Memorandum.

3.5 The Issuer will comply with all requirements imposed upon it by Rule 506, the regulations thereunder, and applicable state securities laws, including timely filing a Form D with the SEC and state securities regulators when required. Upon request, the Issuer will furnish to the Managing Broker-Dealer a copy of such papers filed by the Issuer in connection with any such exemption.

3.6 The Issuer will furnish the holders of the Securities with the reports described in the Memorandum under “REPORTS AND ADDITIONAL INFORMATION,” and will deliver to the Managing Broker-Dealer a copy of each such report at the time that such reports are furnished to the holders of the Securities, and such other information concerning the Issuer, as may reasonably be requested.

Duties and Obligations of the Managing Broker-Dealer.

4.1 The Managing Broker-Dealer will serve in a commercially reasonable “best efforts” capacity in the offering, sale and distribution of the Securities. The Managing Broker-Dealer may offer the Securities as an agent, but all sales shall be made by the Issuer, acting through the Managing Broker-Dealer as an agent, and not by the Managing Broker-Dealer as a principal. The Managing Broker-Dealer may appoint Selling Group Members acceptable to the Issuer and may subcontract some or all of its obligations under this Agreement in its sole discretion to one or more Selling Group Members; provided that, any such Selling Group Members must satisfy the requirements applicable to such Selling Group Members as set forth in the Soliciting Dealer Agreement approved by the Issuer. In addition, it is acknowledged that the Issuer may enter into selling agreements with non-commissioned registered investment advisors and the Managing Broker-Dealer may, in its sole discretion, contract with other Selling Group Members to assist the Issuer and the registered investment advisors in completing any sales through the registered investment advisor. It is acknowledged that the Managing Broker-Dealer may or may not perform this service directly, but, if it does elect to proceed in its sole discretion, it may assign its rights and obligations to perform this service to a third party. Notwithstanding anything herein to the contrary, the Managing Broker-Dealer shall have no obligation under this Agreement to purchase any of the Securities for its own account.

4.2 The Managing Broker-Dealer shall require each Selling Group Member, when offering the Securities to any person, to have reasonable grounds to believe (based on such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by such Selling Group Member after due inquiry, which due inquiry may take into account representations provided to the Selling Group Member) that such person meets the “accredited investor” standards that are set forth in the Rule 501(a) under the Securities Act. The Managing Broker-Dealer or the Issuer may reject any prospective Investor in its sole discretion on the basis of information provided in response to such forms, questionnaires or instruments if such rejection is prior to acceptance of such Investor’s Purchase Agreement by the Issuer.

4.3 The Managing Broker-Dealer shall require that before an Investor executes a Purchase Agreement, that such Investor’s Selling Group Member will inform the prospective Investor of all pertinent facts relating to the liquidity and marketability of the Securities during the term of the investment as set forth in the Memorandum. The Managing Broker-Dealer shall require that in connection with each Selling Group Member’s recommendation to a prospective Investor regarding the purchase, sale or exchange of the Securities, such Selling Group Member shall have reasonable grounds to believe, on the basis of information obtained from the prospective Investor about his, her or its investment objectives, other investments, financial situation and needs, and any other information known by such Selling Group Member, that:

4.3.1 The Investor meets the investor suitability requirements set forth in the Memorandum;

4.3.2 The Investor is or will be in a financial position appropriate to enable him, her or it to realize the benefits described in the Memorandum;

4.3.3 The Investor has a fair market net worth sufficient to sustain the risks inherent in the investment, including a total loss of investment and lack of liquidity; and

4.3.4 The investment is otherwise suitable for the Investor.

4.4 Except as otherwise directed by the Issuer, the Managing Broker-Dealer will require each Selling Group Member to cause each prospective Investor desiring to purchase Securities through such Selling Group Member to complete and execute the Purchase Agreement, and any other forms provided in any supplement or amendment to the Memorandum, each in the form attached as an exhibit to the Memorandum or otherwise provided by the Issuer, and to deliver such documents to the Issuer.

4.5 The Managing Broker-Dealer shall not execute any transaction in which an Investor invests in the Securities in a discretionary account without prior written approval of the transaction by the Investor.

4.6 The Managing Broker-Dealer will comply in all material respects with the subscription procedures and plan of distribution set forth in the Memorandum.

4.7 In the event the Managing Broker-Dealer receives any customer funds for the Securities, the Managing Broker-Dealer will transmit such customer funds, not later than noon of the next business day following receipt of such funds for the Securities to UMB Bank, N.A., or such other escrow bank as determined by the Issuer (the “Escrow Bank”), pursuant to that certain Escrow Agreement among the Issuer, the Managing Broker-Dealer and the Escrow Bank.

4.8 The Managing Broker-Dealer shall complete all steps reasonably necessary to permit the Managing Broker-Dealer to perform its obligations under this Agreement pursuant to exemptions available under applicable federal law and applicable state laws. The Managing Broker-Dealer shall conduct, if applicable, all of its solicitation and sales efforts that are imposed on it in conformity with Rule 506 (including the limitation on general solicitation), and exemptions available under applicable state law.

4.9 The Managing Broker-Dealer shall notify the Issuer of Purchase Agreements it receives within five business days of receipt so that the Issuer may make any required federal or state law filings.

4.10 The Managing Broker-Dealer will furnish to the Issuer upon request a complete list of all persons who have been offered the Securities (including the corresponding number of the Memorandum delivered to such persons) and such persons’ places of residence, as provided by the Selling Group Members. The Issuer may only request such a list once a month during the term of this Agreement.

4.11 The Managing Broker-Dealer shall require each Selling Group Member to immediately bring to the attention of the Managing Broker-Dealer any circumstance or fact which causes the Selling Group Member to believe the Memorandum or any Approved Sales Literature or any information supplied by prospective Investors in their subscription materials, may be inaccurate or misleading and the Managing Broker-Dealer shall immediately notify the Issuer of any such information furnished to it by any Selling Group Member.

4.12 Subject to Section 9.1, the Managing Broker-Dealer will terminate the Offering upon request of the Issuer at any time and will resume the Offering upon subsequent request of the Issuer.

4.13 The Managing Broker-Dealer shall enter into a Soliciting Dealer Agreement in the form attached hereto as Exhibit A with each Selling Group Member, and shall not modify, amend or supplement the terms of the Soliciting Dealer Agreement without the prior written consent of the Issuer.

4.14 The Managing Broker-Dealer will:

4.14.1 maintain, written policies and procedures covering the use of electronic offering documents;

4.14.2 store the electronic offering documents in a non-rewriteable and non-erasable format;

4.14.3 comply with any additional requirements imposed on the Issuer as set forth in Section 3.2, to the extent within its control;

4.14.4 cause the Selling Group Members to comply with Section 2.26 of the Soliciting Dealer Agreement and

4.14.5 take prompt action in the event of a security breach to (i) identify and locate the breach, (ii) secure the affected information, (iii) suspend the use of the particular device or technology that has been compromised until information security has been restored and (iv) provide notice of the security breach to any Investor whose confidential personal information has been improperly accessed in connection with the security breach. Compliance with this item after the discovery of a security breach or any other breach of personal information shall not substitute or in any way affect other requirements or obligations, including notification, imposed on the Managing Broker-Dealer pursuant to applicable laws, regulations, or standards.

Representations and Warranties of the Managing Broker-Dealer. The Managing Broker-Dealer represents and warrants that:

5.1 The Managing Broker-Dealer is a duly organized New York general partnership in good standing and has all requisite power and authority to enter into this Agreement.

5.2 This Agreement, when executed by the Managing Broker-Dealer, will have been duly authorized and will be a valid and binding agreement of the Managing Broker-Dealer, enforceable in accordance with its terms.

5.3 The consummation of the transactions contemplated herein and those contemplated by the Memorandum will not result in a material breach or material violation of any order, rule or regulation directed to the Managing Broker-Dealer by any court, FINRA or any federal or state regulatory body or administrative agency having jurisdiction over the Managing Broker-Dealer or its affiliates.

5.4 The Managing Broker-Dealer is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, a member in good standing with FINRA, and a broker or dealer duly registered as a broker-dealer in any state where offers are made by the Managing Broker-Dealer as required for the Offering. The Managing Broker-Dealer will comply with all applicable laws, regulations, requirements and rules of the Securities Act, the Exchange Act, applicable state law and FINRA with respect to the Offering. The Managing Broker-Dealer has all required licenses and permits required to engage in the activities required in this Agreement.

5.5 Any independent contractors and registered representatives acting on behalf of the Managing Broker-Dealer have the appropriate securities registrations and licenses to offer and solicit purchasers for the Securities. The Managing Broker-Dealer will provide to the Issuer an updated list of registered representatives approved to offer and solicit purchasers for the Securities upon request.

5.6 The Managing Broker-Dealer has reasonable grounds to believe, based on information made available to it by the Issuer, that all material facts are adequately and accurately disclosed in the Memorandum and provide an adequate basis for evaluating an investment in the Securities.

5.7 This Agreement, or any supplement or amendment hereto, may be filed by the Issuer with the SEC or FINRA, if such filing should be required, and may be filed with, and may be subject to the approval of any applicable federal and applicable state securities regulatory agencies, if required.

5.8 No agreement will be made by the Managing Broker-Dealer with any person permitting the resale, repurchase or distribution of the Securities purchased by such person that could cause a violation of the Rule 506 exemption being relied upon by the Issuer.

5.9 The Managing Broker-Dealer’s acceptance of this Agreement constitutes a representation to the Issuer that the Managing Broker-Dealer has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001.

5.10 In connection with the Offering, the Managing Broker-Dealer and its registered representatives, agents and employees shall not, and shall cause or direct each Selling Group Member and its registered representatives, agents and employees to not (a) use or distribute any information other than the Memorandum and Approved Sales Literature, or (b) make any representations to Investors other than those contained in the Memorandum.

5.11 As of any Applicable Date, that none of the Managing Broker-Dealer, its executive officers, directors, general partners, managing members or officers participating in the Offering or any person receiving a commission with respect to the Offering:

5.11.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was:

(a) In connection with the purchase or sale of any security;

(b) Involving the making of any false filing with the SEC; or

(c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities.

5.11.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice:

(a) In connection with the purchase or sale of any security;

(b) Involving the making of any false filing with the SEC; or

(c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities.

5.11.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that:

(a) As of any Applicable Date, bars the person from:

(1) Association with an entity regulated by such commission, authority, agency or officer;

(2) Engaging in the business of securities, insurance or banking; or

(3) Engaging in savings association or credit union activities; or

(b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date.

5.11.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Exchange Act or section 203(e) or (f) of the Investment Advisers Act that, as of any Applicable Date:

(a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor;

(b) Places limitations on the activities, functions or operations of such person; or

5.11.5 Is subject to any order of the SEC entered within five years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of:

(b) Section 5 of the Securities Act.

5.11.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.

5.11.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within five years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued.

5.11.8 Is subject to a United States Postal Service false representation order entered within five years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

5.11.9 The Managing Broker-Dealer agrees to immediately notify the Issuer if there is a violation or potential violation of the representations set forth in this Section 5.11 during the Offering Period.

5.12 [Intentionally Omitted].

5.13 The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue during the Offering Period, the Managing Broker-Dealer will promptly notify the Issuer in writing of the fact which makes the representation or warranty untrue.

Compensation. Subject to Section 7, as compensation for services rendered by the Managing Broker-Dealer under this Agreement, the Managing Broker-Dealer will be entitled to receive from the Issuer, as appropriate:

6.1 A selling commission of up to 5.0% of the total purchase price of the Securities sold (the “Total Sales”) by Selling Group Members, which it will re-allow to the Selling Group Members; provided, however, that this amount will be reduced to the extent a lower commission rate is negotiated with a Selling Group Member and the commission rate will be the lower agreed upon rate.

6.2 A managing broker-dealer fee of up to 1.5% of the Total Sales, a portion of which may be re-allowed to the Selling Group Members in the sole discretion of the Managing Broker-Dealer and a portion of which may be used to pay certain wholesalers, some of which may be internal to the Managing Broker-Dealer and its affiliates.

6.3 Subject to Section 5.12, the Managing Broker-Dealer may also sell the Securities as a Selling Group Member, thereby becoming entitled to selling commissions.

6.4 The Issuer will pay the Managing Broker-Dealer for sales of the Securities an amount up to 1.0% of the Total Sales as a non-accountable marketing and due diligence allowance which the Managing Broker-Dealer will re-allow, in whole or in part, to the Selling Group Members.

6.5 Notwithstanding the foregoing provisions of this Section 6, the Issuer reserves the right, in its sole discretion, to refuse to accept any or all Purchase Agreements tendered by the Managing Broker-Dealer and/or to terminate the Offering at any time before the Offering Termination Date.

6.6 This Section 6.6 applies to the option, set forth in Article XI of the Trust Agreement of the Issuer (the “Trust Agreement”), held by the Operating Partnership to acquire the Securities from Investors (such option the “Fair Market Value Option”):

6.6.1 If the Fair Market Value Option is exercised then, subject to the terms and conditions of the Trust Agreement (including with respect to the cash exercise option), units in the Operating Partnership (“OP Units”) denominated as Class T units (“Class T OP Units”) will be exchanged for the Securities unless the Selling Group Member, with the consent of the applicable Investor, and, subject to meeting the eligibility criteria with respect to the corresponding class of shares of common stock of CF Income Trust as set forth in the prospectus of CF Income Trust, notifies the Operating Partnership that an alternative available class of OP Units in the Operating Partnership is requested in lieu of Class T OP Units within 30 business days of the date on which the Operating Partnership exercises the Fair Market Value Option. A form of any such election notice shall be provided by the Operating Partnership to the Managing Broker-Dealer and the Selling Group Members prior to or concurrently with the notice of the exercise of the Fair Market Value Option. Such alternative available classes of OP Units shall include OP Units denominated as Class S units (“Class S OP Units”), Class D units (“Class D OP Units”) and Class I units (“Class I OP Units”).

6.6.2 With respect to the OP Units issued to Investors pursuant to the Fair Market Value Option, a distribution fee (the “Distribution Fee”) will be paid by the Operating Partnership to the Managing Broker-Dealer, equal to: (a) 0.85% per annum of the applicable net asset value (the “NAV”) per Class T OP Unit and Class S OP Unit and (b) 0.25% per annum of the NAV per Class D OP Unit, some or all of which may be re-allowed to Selling Group Members. No Distribution Fee will be payable with respect to any OP Units that convert to, or are classified, as Class I OP Units.

6.6.3 Investors who obtain OP Units have certain rights to redeem such OP Units for common stock of CF Income Trust of a class that corresponds to such class of OP Units held by such Investor pursuant to the terms set forth in the Amended and Restated Limited Partnership Agreement of the Operating Partnership dated August 10, 2020, as amended on May 11, 2021 (the “Operating Partnership Agreement”). Unless otherwise agreed to by CF Income Trust and the Managing Broker-Dealer and subject to Section 6.6.4 below, the Distribution Fee described in Section 6.6.2 applicable to the Class T OP Units (or such other class of OP Units held by an Investor) will continue to apply with respect to the Class T shares of common stock of CF Income Trust (or such other class of common stock held by an Investor).

6.6.4 The Managing Broker-Dealer acknowledges and agrees that: (a) Class T OP Units, Class S OP Units and Class D OP Units shall, as further described in the Operating Partnership Agreement, automatically convert to Class I OP Units at the end of the month in which CF Income Trust determines that total Distribution Fees paid with respect to such Class T OP Units, Class S OP Units or Class D OP Units held by the Investor within his, her, or its account would exceed, in the aggregate, 8.75% of the initial NAV of the Class T OP Units, Class S OP Units or Class D OP Units held in such Investor’s account and (b) no Distribution Fee shall be payable with respect to Class I OP Units, including without limitation Class I OP Units that were received in a conversion transaction from the other classes of OP Units. The Managing Broker-Dealer further acknowledges and agrees that: (i) shares of CF Income Trust’s common stock designated as Class T shares, Class S shares and Class D shares shall, as described in the charter of CF Income Trust, convert to Class I shares of CF Income Trust’s common stock under certain circumstances, including at the end of the month in which CF Income Trust’s transfer agent in conjunction with the Managing Broker-Dealer determines that the total selling commissions, dealer manager fees and Distribution Fees paid with respect to such Class T shares, Class S shares or Class D shares, as applicable, held by a stockholder within his, her, or its particular account equals 8.75% of the gross proceeds from the sale of such Class T shares, Class S shares or Class D shares, and (ii) no Distribution Fee shall be payable with respect to any such Class I shares. For purposes of the calculations in the immediately preceding sentence, any Distribution Fees paid with respect to the OP Units prior to their redemption by the Investor into shares of CF Income Trust’s common stock shall count towards the 8.75% limitation and the gross proceeds amount shall be equal to the applicable NAV of such shares of common stock held in the account at the time of the exercise of the Fair Market Value Option.

6.6.5 The Managing Broker-Dealer may reallow a portion of the Distribution Fee to Selling Group Members as marketing fees or to defray other distribution-related expenses. Such reallowance, if any, shall be determined by the Managing Broker-Dealer in its sole discretion based on factors including, but not limited to, the level of services that each such broker-dealer performs, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services. The Managing Broker-Dealer reallowance of Distribution Fees to Selling Group Members shall be described in Schedule 1 to the Soliciting Dealer Agreement with respect to a particular Selling Group Member. Notwithstanding the foregoing, if the Managing Broker-Dealer is notified that the Selling Group Member who sold the Securities that converted into Class T OP Units, Class S OP Units or Class D OP Units pursuant to the Fair Market Value Option, is no longer the broker-dealer of record with respect to such Class T OP Units, Class S OP Units or Class D OP Units or the corresponding class of shares of common stock issuable pursuant to the Operating Partnership Agreement, then such Selling Group Member’s entitlement to the Distribution Fees related to such OP Units or shares of common stock shall cease, and such Selling Group Member shall not receive the Distribution Fee for any portion of the month in which such Selling Group Member is not the broker-dealer of record on the last day of the month; provided, however, if the change in the broker-dealer of record with respect to such OP Units or shares of common stock is made in connection with a change in the registration of record for such OP Units or shares of common stock on the Operating Partnership’s or CF Income Trust’s, as applicable, books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then such Selling Group Member shall be entitled to a pro rata portion of the Distribution Fees related to such OP Units or shares of common stock, respectively, for the portion of the month for which such Selling Group Member was the broker-dealer of record. Thereafter, such Distribution Fees may be reallowed by the Managing Broker-Dealer in its sole discretion to the then-current broker-dealer of record of the OP units or shares of common stock if any such broker-dealer of record has been designated (the “Servicing Broker-Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker-Dealer has entered into a Selected Dealer Agreement or similar agreement with the Managing Broker-Dealer (the “Servicing Agreement”) and such Selected Dealer Agreement or Servicing Agreement with the Servicing Broker-Dealer provides for such reallowance.

Conditions to Payment of Commissions, Allowances and Expense Reimbursements.

7.1 No selling commissions, allowances, expense reimbursements or other compensation will be payable with respect to any Purchase Agreements that are rejected by the Issuer, or if the Issuer terminates the Offering for any reason whatsoever; provided, that the Managing Broker-Dealer is paid all compensation for sales made prior to such termination. No selling commissions, allowances, expense reimbursements or other compensation will be payable to the Managing Broker-Dealer with respect to any sale of the Securities by the Managing Broker-Dealer unless and until such time as the Issuer has received the total proceeds of any such sale from the Escrow Bank. The compensation specified in Section 6 for the sale of any Securities shall be payable in cash, as specified in Section 6, no later than five days after the Issuer has received the proceeds of sales of the Securities from the Escrow Bank.

7.2 Except as provided in Section 16, all other expenses incurred by the Managing Broker-Dealer in the performance of the Managing Broker-Dealer’s obligations hereunder, including, but not limited to, expenses related to the Offering of the Securities and any attorneys’ fees, shall be at the Managing Broker-Dealer’s sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason.

Offering. The Offering of the Securities shall be at the offering price and upon the terms and conditions set forth in the Memorandum and the exhibits and appendices thereto and any amendments or supplements thereto.
Indemnification by the Depositor.

9.1 Subject to the conditions set forth below, the Depositor, which has formed the Issuer, with respect to the Offering, agrees to indemnify, defend and hold harmless the Managing Broker-Dealer and the Selling Group Members, and their respective owners, managers, members, partners, directors, officers, employees, agents, attorneys and accountants (the “Selling Parties”) against any and all loss, liability, claim, damage and expense whatsoever, but limited to actual losses and specifically excluding lost profits and consequential damages (“Loss”) arising out of or based upon:

9.1.1 Any untrue statement or alleged untrue statement of a material fact contained in the Memorandum (as from time to time amended and supplemented), the Approved Sales Literature or in any application or other document filed in any jurisdiction in order to qualify the Securities under or exempt the Offering of the Securities from the registration or qualification requirements of the securities laws thereof;

9.1.2 The omission or alleged omission from the Memorandum (as from time to time amended and supplemented) of a material fact required to be stated therein or necessary to make the statements therein not misleading;

9.1.3 The failure of the Issuer as a result of its acts or omissions to comply with any of the applicable provisions of the Securities Act, Rule 506 or the regulations thereunder, or any applicable state laws or regulations;

9.1.4 Any verbal or written representations made in connection with the Offering by the Issuer in violation of the Securities Act, or any other applicable federal or state securities laws and regulations; or

9.1.5 The breach or alleged breach by the Issuer of any term, condition, representation, warranty or covenant in this Agreement.

9.2 If any action is brought against any of the Selling Parties in respect of which indemnity may be sought hereunder, the Managing Broker-Dealer or the Selling Group Members, as the case may be, shall promptly notify the Depositor in writing of the institution of such action, and the Depositor shall assume the defense of such action; provided, however, that the failure to notify the Depositor shall not affect the provisions in this Section 9 except to the extent such failure to notify the Depositor has a material and adverse effect on the defense of such claims. The affected Selling Parties shall have the right to employ counsel in any such case. The reasonable fees and expenses of such counsel shall be at the Depositor’s expense and authorized in writing by the Depositor, provided that the Depositor will not be obligated to pay for legal fees and expenses for more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions.

9.3 The Issuer and the Depositor agree to promptly notify the Managing Broker-Dealer of the commencement of any litigation or proceedings against the Issuer, the Depositor or any of their respective managers, members, partners, officers, directors, employees, agents, attorneys, accountants and affiliates in connection with the Offering.

9.4 The indemnity provided to the Managing Broker-Dealer pursuant to this Section 9 shall not apply to the extent that any Loss arises out of or is based upon:

9.4.1 any untrue statement or alleged untrue statement of material fact made by the Managing Broker-Dealer or any agent of the Managing Broker-Dealer, or any omission or alleged omission of a material fact required to be disclosed by the Managing Broker-Dealer or any agent of the Managing Broker-Dealer made in reliance upon and in conformity with written information furnished to the Issuer or the Depositor by the Managing Broker-Dealer specifically for use in the preparation of the Memorandum (or any amendment or supplement thereto) or any sales literature;

9.4.2 the failure to qualify the offer and sale of Securities for an exemption from registration under the Securities Act and applicable state securities laws, rules or regulations caused by an action or omission of the Managing Broker-Dealer;

9.4.3 the offer or sale by the Managing Broker-Dealer of a Security to a person who fails to meet the standards regarding suitability under any applicable federal, state, or FINRA laws, rules, and regulations; or

9.4.4 the breach by the Managing Broker-Dealer of its representations, warranties or obligations in this Agreement.

9.5 The indemnity provided to the Selling Group Member pursuant to this Section 9 shall not apply to the extent that any Loss arises out of or is based upon:

9.5.1 any untrue statement or alleged untrue statement of material fact made by the Selling Group Member or any agent of the Selling Group Member, or any omission or alleged omission of a material fact required to be disclosed by the Selling Group Member or any agent of the Selling Group Member;

9.5.2 the failure to qualify the offer and sale of Securities for an exemption from registration under the Securities Act and applicable state securities laws, rules or regulations caused by an action or omission of the Selling Group Member;

9.5.3 the offer or sale by the Selling Group Member of a Security to a person who fails to meet the standards regarding suitability under any applicable federal, state, or FINRA laws, rules, and regulations; or

9.5.4 the breach by the Selling Group Member of its representations, warranties, or obligations under its Soliciting Dealer Agreement with the Managing Broker-Dealer relating to the Offering.

Indemnification by the Managing Broker-Dealer.

10.1 Subject to the conditions set forth below, the Managing Broker-Dealer agrees to indemnify, defend and hold harmless the Issuer, the Depositor and the Selling Group Members, and their respective owners, managers, members, trustees, partners, directors, officers, employees, agents, attorneys and accountants (the “ISGM Parties”), against any and all Loss arising out of or based upon:

10.1.1 Any knowing and intentional verbal or written representations made in connection with the Offering by the Managing Broker-Dealer in violation of the Securities Act, or any other applicable federal or state securities laws and regulations;

10.1.2 Any misrepresentation contained in any sales or other materials provided by the Managing Broker-Dealer to the Selling Group Members;

10.1.3 The Managing Broker-Dealer’s failure to comply with any of the applicable provisions of the Securities Act, the Exchange Act, Rule 506, the applicable requirements and rules of FINRA or any applicable state laws or regulations;

10.1.4 The breach or alleged breach by the Managing Broker-Dealer of any material term, condition, representation, warranty or covenant in this Agreement; provided, however, that in each case described in clauses 10.1.1 through 10.1.4, shall not include any violation, non-compliance or breach by a Selling Group Member (or their respective owners, managers, members, trustees, partners, directors, officers, employees, agents, attorneys and accounts); or

10.1.5 Any electronic signatures and/or stamped signatures in any form which have been directly used by or obtained by the Managing Broker-Dealer with respect to this Agreement or in any Soliciting Dealer Agreement related to the Offering.

10.2 If any action is brought against any of the ISGM Parties in respect of which indemnity may be sought hereunder, the Issuer, the Depositor or the Selling Group Members, as the case may be, shall promptly notify the Managing Broker-Dealer in writing of the institution of such action, and the Managing Broker-Dealer shall assume the defense of such action; provided, however, that the failure to notify the Managing Broker-Dealer shall not affect the provisions in this Section 10 except to the extent such failure to notify the Managing Broker-Dealer has a material and adverse effect on the defense of such claims. The affected ISGM Parties shall have the right to employ counsel in any such case. The reasonable fees and expenses of such counsel shall be at the Managing Broker-Dealer’s expense and authorized in writing by the Managing Broker-Dealer, provided that the Managing Broker-Dealer will not be obligated to pay for legal fees and expenses for more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions.

10.3 The Managing Broker-Dealer agrees to promptly notify the Issuer and the Depositor of the commencement of any material litigation or proceedings against the Managing Broker-Dealer or any of its managers, members, partners, officers, directors, employees, agents, attorneys, accountants and affiliates directly related to the Offering if the litigation or proceeding could have an adverse effect on the Offering and only to the extent the Managing Broker-Dealer has actual knowledge of such litigation or proceeding.

10.4 The indemnity provided to the Issuer and the Depositor pursuant to this Section 10 shall not apply to the extent that any Loss arises out of or is based upon:

10.4.1 any untrue statement or alleged untrue statement of material fact made by the Issuer, the Depositor or any agent of the Issuer or the Depositor (other than the Managing Broker-Dealer), or any omission or alleged omission of a material fact required to be disclosed by the Issuer or the Depositor or any agent of the Issuer or the Depositor (other than the Managing Broker-Dealer);

10.4.2 the failure to qualify the offer and sale of Securities for an exemption from registration under the Securities Act and applicable state securities laws, rules or regulations caused by an action or omission of the Issuer or the Depositor; or

10.4.3 the breach by the Issuer or the Depositor of its representations, warranties or obligations in this Agreement.

10.5 The indemnity provided to the Selling Group Member pursuant to this Section 10 shall not apply to the extent that any Loss arises out of or is based upon:

10.5.1 any untrue statement or alleged untrue statement of material fact made by the Selling Group Member or any agent of the Selling Group Member, or any omission or alleged omission of a material fact required to be disclosed by the Selling Group Member or any agent of the Selling Group Member;

10.5.2 the failure to qualify the offer and sale of Securities for an exemption from registration under the Securities Act and applicable state securities laws, rules or regulations caused by an action or omission of the Selling Group Member;

10.5.3 the offer or sale by the Selling Group Member of a Security to a person who fails to meet the standards regarding suitability under any applicable federal, state, or FINRA laws, rules and regulations; or

10.5.4 the breach by the Selling Group Member of its representations, warranties or obligations under its Soliciting Dealer Agreement with the Managing Broker-Dealer relating to the Offering.

10.6 Notwithstanding the foregoing, the amount that the Managing Broker-Dealer shall be required to pay to the ISGM Parties in the aggregate pursuant to this Section 10 shall not exceed the aggregate amount of compensation paid to the Managing Broker-Dealer pursuant to Section 6.2 of this Agreement reduced by any payments made or expenses incurred by the Managing Broker-Dealer.

Indemnification by the Selling Group Member.

11.1 Subject to the conditions set forth below, each Selling Group Member agrees to indemnify and hold harmless the Issuer, the Depositor and the Managing Broker-Dealer and their respective owners, managers, members, trustees, partners, directors, officers, employees, agents, attorneys and accountants (the “IMBD Parties”), against any and all Loss arising out of or based upon:

11.1.1 Any verbal or written representations made in connection with the Offering by such Selling Group Member, its employees or affiliates in violation of the Securities Act, or any other applicable federal or state securities laws and regulations;

11.1.2 Any use of sales materials or use of unauthorized verbal representations by such Selling Group Member, its employees or affiliates concerning the Offering in violation of the Soliciting Dealer Agreement or otherwise;

11.1.3 Such Selling Group Member’s failure to comply with any of the applicable provisions of the Securities Act, the Exchange Act, Rule 506, the applicable requirements and rules of FINRA or any applicable state laws or regulations;

11.1.4 The breach or alleged breach by such Selling Group Member of any term, condition, representation, warranty or covenant of the Soliciting Dealer Agreement;

11.1.5 The failure by any Investor to comply with the suitability requirements set forth in the section captioned “WHO MAY INVEST” in the Memorandum; or

11.1.6 Any electronic signatures and/or stamped signatures in any form which have been used, obtained or relied upon by the Selling Group Member with respect to this Agreement, the applicable Soliciting Dealer Agreement or any Purchase Agreement.

11.2 If any action is brought against any of the IMBD Parties in respect of which indemnity may be sought hereunder, the Issuer, the Depositor or the Managing Broker-Dealer shall promptly notify the applicable Selling Group Member in writing of the institution of such action, and the Selling Group Member shall assume the defense of such action; provided, however, that the failure to notify the Selling Group Member shall not affect the provisions in this Section 11 except to the extent such failure to notify the Selling Group Member has a material and adverse effect on the defense of such claims. The affected IMBD Parties shall have the right to employ counsel in any such case. The reasonable fees and expenses of such counsel shall be at such Selling Group Member’s expense and authorized in writing by such Selling Group Member, provided that such Selling Group Member will not be obligated to pay for legal fees and expenses for more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions.

11.3 The Selling Group Member agrees to promptly notify the Issuer, the Depositor and the Managing Broker-Dealer of the commencement of any litigation or proceedings against the Selling Group Member or any of the Selling Group Member’s managers, members, partners, officers, directors, employees, agents, attorneys, accountants and affiliates in connection with the Offering.

11.4 The indemnity provided to the Managing Broker-Dealer pursuant to this Section 11 shall not apply to the extent that any Loss arises out of or is based upon any untrue statement or alleged untrue statement of material fact made by the Managing Broker-Dealer or any agent of the Managing Broker-Dealer, or any omission or alleged omission of a material fact required to be disclosed by the Managing Broker-Dealer or any agent of the Managing Broker-Dealer.

11.5 The indemnity provided to the Managing Broker-Dealer pursuant to this Section 11 shall not apply to the extent that any Loss arises out of or is based upon:

11.5.1 any untrue statement or alleged untrue statement of material fact made by the Managing Broker-Dealer or any agent of the Managing Broker-Dealer, or any omission or alleged omission of a material fact required to be disclosed by the Managing Broker-Dealer or any agent of the Managing Broker-Dealer made in reliance upon and in conformity with written information furnished to the Issuer or the Depositor by the Managing Broker-Dealer specifically for use in the preparation of the Memorandum (or any amendment or supplement thereto) or any sales literature;

11.5.2 the failure to qualify the offer and sale of Securities for an exemption from registration under the Securities Act and applicable state securities laws, rules or regulations caused by an action or omission of the Managing Broker-Dealer;

11.5.3 the offer or sale by the Managing Broker-Dealer of a Security to a person who fails to meet the standards regarding suitability under any applicable federal, state, or FINRA laws, rules, and regulations; or

11.5.4 the breach by the Managing Broker-Dealer of its representations, warranties or obligations in this Agreement.

11.6 The indemnity provided to the Issuer and the Depositor pursuant to this Section 11 shall not apply to the extent that any Loss arises out of or is based upon:

11.6.1 any untrue statement or alleged untrue statement of material fact made by the Issuer or the Depositor or any agent of the Issuer or the Depositor **** (other than the Managing Broker-Dealer), or any omission or alleged omission of a material fact required to be disclosed by the Issuer or the Depositor **** or any agent of the Issuer or the Depositor **** (other than the Managing Broker-Dealer);

11.6.2 the failure to qualify the offer and sale of Securities for an exemption from registration under the Securities Act and applicable state securities laws, rules or regulations caused by an action or omission of the Issuer or the Depositor; or

11.6.3 the breach by the Issuer or the Depositor **** of its representations, warranties or obligations in this Agreement.

Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided pursuant to Sections 9, 10, and 11 is for any reason held to be unavailable from the Depositor, the Managing Broker-Dealer or the Selling Group Members, as the case may be, the Depositor, the Managing Broker-Dealer and the Selling Group Members shall contribute to the aggregate Loss (including any amount paid in settlement of any action, suit, or proceeding or any claims asserted) in such amounts as a court of competent jurisdiction may determine (or in the case of settlement, in such amounts as may be agreed upon by the parties) in such proportion to reflect the relative fault of the Issuer, the Depositor, **** the Managing Broker-Dealer and the Selling Group Members and their respective owners, managers, members, trustees, partners, directors, officers, employees, agents, attorneys and accountants in connection with the events described in Sections 9, 10 and 11, as the case may be, which resulted in such Loss, as well as any other equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer, the Depositor, the Managing Broker-Dealer and the Selling Group Members and their respective owners, managers, members, trustees, partners, directors, officers, employees, agents, attorneys and accountants and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such omission or statement. The parties and any person who controls the Managing Broker-Dealer shall also have rights to contribution under this Section 12. Notwithstanding the foregoing, the amount subject to the contribution by the Managing Broker-Dealer pursuant to this Section 12 and any amounts paid by the Managing Broker-Dealer pursuant to Section 10 shall not exceed the aggregate amount of compensation paid to the Managing Broker-Dealer pursuant to Section 6.2 of this Agreement reduced by any payments made or expenses incurred by the Managing Broker-Dealer.

Compliance. All actions, direct or indirect, by the Managing Broker-Dealer and its agents, members, employees and affiliates, shall conform to (i) requirements applicable to broker-dealers under federal and applicable state securities laws, rules and regulations and (ii) applicable requirements and rules of FINRA.
Privacy Act. To protect Customer Information (as defined below) and to comply as may be necessary with the requirements of the Gramm-Leach-Bliley Act, the relevant state and federal regulations pursuant thereto and state privacy laws, the parties wish to include the confidentiality and non-disclosure obligations set forth herein.

14.1 “Customer Information” means any information contained on a customer’s application or other form and all nonpublic personal information about a customer that a party receives from the other party. Customer Information shall include, but not be limited to, name, address, telephone number, social security number, health information and personal financial information (which may include consumer account number).

14.2 The parties understand and acknowledge that they may be financial institutions subject to applicable federal and state customer and consumer privacy laws and regulations, including Title V of the Gramm-Leach-Bliley Act (15 U.S.C. 6801, et seq.) and regulations promulgated thereunder (collectively, the “Privacy Laws”), and any Customer Information that one party receives from the other party is received with limitations on its use and disclosure. The parties agree that they are prohibited from using the Customer Information received from the other party other than (i) as required by law, regulation or rule or (ii) to carry out the purposes for which one party discloses Customer Information to the other party pursuant to this Agreement, as permitted under the use in the ordinary course of business exception to the Privacy Laws.

14.3 The parties shall establish and maintain safeguards against the unauthorized access, destruction, loss, or alteration of Customer Information in their control which are no less rigorous than those maintained by a party for its own information of a similar nature. In the event of any improper disclosure of any Customer Information, the party responsible for the disclosure will immediately notify the other party.

14.4 The provisions of this Section 14 shall survive the termination of this Agreement.

Representations and Agreements to Survive Sale and Payment. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements at and as of the Offering Termination Date, and such representations, warranties and agreements by the Managing Broker-Dealer or the Issuer, including the indemnity agreements contained in Sections 9, 10 and 11 and the contribution agreements contained in Section 12 shall remain operative and in full force and effect regardless of any investigation made by the Managing Broker-Dealer, the Issuer and/or any controlling person, and shall survive the sale of, and payment for, the Securities.
Costs of the Offering. Except for the compensation payable to the Managing Broker-Dealer and the allowances and reimbursements described in Section 6, which are the sole obligations of the Issuer or its affiliates, the Managing Broker-Dealer will pay all of its own costs and expenses, including, but not limited to, all expenses necessary for the Managing Broker-Dealer to remain in compliance with any applicable federal, state or FINRA laws, rules or regulations in order to participate in the Offering as a

broker-dealer, and the fees and costs of the Managing Broker-Dealer’s counsel. The Issuer agrees to pay all other expenses incident to the performance of its obligations hereunder, including all expenses incident to filings with federal and state regulatory authorities and to the exemption of the Securities under federal and state securities laws, including fees and disbursements of the Issuer’s counsel, and all costs of reproduction and distribution of the Memorandum and any amendment or supplement thereto.

Termination. This Agreement is terminable by any party for any reason whatsoever or for no reason at any time upon written notice to the other parties. Such termination shall not affect the indemnification agreements set forth in Sections 9, 10 and 11 or the contribution agreements set forth in Section 12.
Governing Law. This Agreement shall be governed by, subject to and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions.
Venue. Any action relating to or arising out of this Agreement shall be brought only in a court of competent jurisdiction located in New York, New York.
Severability. If any portion of this Agreement shall be held invalid or inoperative, then so far as is reasonable and possible (i) the remainder of this Agreement shall be considered valid and operative and (ii) effect shall be given to the intent manifested by the portion held invalid or inoperative.
Counterparts. This Agreement may be executed in 2 or more counterparts, each of which shall be deemed to be an original, and together which shall constitute one and the same instrument.
Modification or Amendment. This Agreement may not be modified or amended except by written agreement executed by the parties hereto.
Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and, (i) if sent to the Managing Broker-Dealer, shall be mailed or delivered to Cantor Fitzgerald & Co., 110 East 59th Street, New York, NY 10022, Attention: General Counsel, (ii) if sent to the Issuer, shall be mailed or delivered to CF Net Lease Portfolio IV DST, c/o CF Net Lease Portfolio IV Manager, LLC, 110 East 59th Street, New York, NY 10022, Attention: Chief Financial Officer, (iii) if sent to the Depositor or the Operating Partnership, shall be mailed or delivered to Cantor Fitzgerald Income Trust, Inc., c/o Cantor Fitzgerald Income Trust Operating Partnership, L.P., 110 East 59th Street, New York, NY 10022, Attention: Chief Financial Officer, or (iv) if sent to CF Income Trust, shall be mailed or delivered to Cantor Fitzgerald Income Trust, Inc., 110 East 59th Street, New York, NY 10022, Attention: Chief Financial Officer. The notice shall be deemed to be received on the date of its actual receipt by the party entitled thereto.
Parties. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto, the parties referred to in Sections 9, 10, 11 and 12, their respective successors, legal representatives, heirs and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under, in respect of, or by virtue of, this Agreement or any provision herein contained.
Delay. Neither the failure nor any delay on the part of any party to this Agreement to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any subsequent occurrence.
Recovery of Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding (and any additional proceeding for the enforcement of a judgment) in addition to any other relief to which it or they may be entitled.

Entire Agreement. This Agreement contains the entire understanding between the parties hereto and supersedes any prior understandings or written or oral agreements between them respecting the subject matter hereof.
Confirmation. The Issuer agrees to confirm all orders for purchase of Securities that are accepted by the Issuer and provide such confirmation to the Managing Broker-Dealer and the Selling Group Members. To the extent practicable and permitted by law, all such confirmations may be provided electronically.
Due Diligence. The Issuer will authorize a collection of information regarding the Offering (the “Due Diligence Information”), which collection the Issuer may amend and supplement from time to time, to be delivered by the Managing Broker-Dealer to the Selling Group Members (or their agents performing due diligence) in connection with their due diligence review of the Offering (collectively, “Additional Information,” and together with the Due Diligence Information, the “Confidential Information”). In the event a Selling Group Member (or its agent performing due diligence) requests access to additional information or otherwise wishes to conduct additional due diligence regarding the Offering, the Issuer or the Depositor **** and the Managing Broker-Dealer will reasonably cooperate with such Selling Group Member to accommodate such request. All Due Diligence Information received by the Managing Broker-Dealer and/or the Selling Group Members in connection with their due diligence review of the Offering are confidential and shall be maintained as confidential and not disclosed by the Managing Broker-Dealer or the Selling Group Members except to the extent such information is disclosed in the Memorandum to any other person, including without limitation, any sales representatives or potential investors. If the Managing Broker-Dealer or a Selling Group Member is required pursuant to legal process, including without limitation rules or regulations of the SEC, FINRA, or any other governmental or regulatory authority with oversight authority with respect to the Managing Broker-Dealer or such Selling Group Member, to disclose any Confidential Information, unless the Issuer agrees to otherwise, such party will promptly notify the Issuer to permit it to seek a protective order or take other appropriate action. Such Managing Broker-Dealer or Selling Group Member will cooperate in the Issuer’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded the Confidential Information. If, in the absence of a protective order, the Managing Broker-Dealer or a Selling Group Member is, in the opinion of counsel, compelled as a matter of law to disclose the Confidential Information, such Managing Broker-Dealer or Selling Group Member may disclose to the person compelling disclosure only that part of the Confidential Information as are required by law to be disclosed, unless the Issuer agrees otherwise.

IN WITNESS WHEREOF, this Managing Broker-Dealer Agreement has been executed as of the Effective Date.

ISSUER:
CF NET LEASE PORTFOLIO IV DST, a Delaware statutory trust
By:	CF Net Lease Portfolio Manager IV, LLC, a Delaware limited liability company, its administrative manager
	By:	/s/ Christopher Milner
		Christopher Milner, President
DEPOSITOR:
---	---	---
CANTOR FITZGERALD INCOME TRUST
OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
By:	Cantor Fitzgerald Income Trust, Inc., a Maryland corporation, its General Partner
	By:	/s/ Christopher Milner
		Christopher Milner, President
OPERATING PARTNERSHIP:
---	---	---
CANTOR FITZGERALD INCOME TRUST
OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
By:	Cantor Fitzgerald Income Trust, Inc., a Maryland corporation, its General Partner
	By:	/s/ Christopher Milner
		Christopher Milner, President
CF INCOME TRUST:
CANTOR FITZGERALD INCOME TRUST, INC., a Maryland corporation
By:	/s/ Christopher Milner
	Christopher Milner, President

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

[SIGNATURE PAGE TO CF NET LEASE PORTFOLIO IV DST MANAGING BROKER-DEALER AGREEMENT]

MANAGING BROKER-DEALER:
CANTOR FITZGERALD & CO.,
a New York general partnership
By:	/s/ Mark Kaplan
Name:	Mark Kaplan
Title:	Global Chief Operating Officer
Commission checks to be sent to:
Cantor Fitzgerald & Co.
110 East 59th Street
4th Floor
New York, NY 10022

[SIGNATURE PAGE TO CF NET LEASE PORTFOLIO IV DST MANAGING BROKER-DEALER AGREEMENT]

EXHIBIT A

FORM OF SOLICITING DEALER AGREEMENT

[attached]

EX-10.2

Exhibit 10.2

SECOND AMENDED AND RESTATED TRUST AGREEMENT

CF NET LEASE PORTFOLIO IV DST

DATED AS OF

NOVEMBER 23, 2021

BY AND AMONG

CANTOR FITZGERALD INCOME TRUST OPERATING PARTNERSHIP, L.P.

AS DEPOSITOR AND A CLASS A OWNER

AND

CF NET LEASE PORTFOLIO MANAGER IV, LLC

AS MANAGER,

AND

DELAWARE TRUST COMPANY

AS TRUSTEE

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 NOR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS ANY COMMISSION OR AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF ANY DISCLOSURE MADE IN CONNECTION THEREWITH. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES OFFERED HEREBY MAY NOT BE RESOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR EXEMPTION THEREFROM.

TABLE OF CONTENTS

1.	Definitions		2
2.	General Matters		7
	2.1	Organizational Matters	7
	2.2	Declaration of Trust and Statement of Intent	8
	2.3	Purposes	8
3.	Provisions Relating to the Tax Treatment and the Loan		8
	3.2	Provisions Relating to Tax Treatment	8
	3.3	Provisions Relating to the Loan	10
4.	Concerning the Trustee		15
	4.1	Power and Authority	15
	4.3	Trustee’s Capacity	15
	4.4	Duties	16
	4.6	Removal; Resignation; Succession	17
5.	Concerning the Manager		18
	5.1	Power and Authority	18
	5.2	Manager’s Capacity	18
	5.3	Duties	19
	5.4	Indemnification	21
	5.5	Fees and Expenses	21
	5.6	Sale of Trust Estate by Manager is Binding	22
	5.8	Rights and Powers of Depositor Prior to Conversion Notice	23
	5.9	Issuance of Conversion Notice	23
	5.10	Reports by Manager	23
6.	Beneficial Interests		23
	6.1	Confirmation of Purchase of Class A Interests	23
	6.3	Contributions by the Class A Owners: Issuance of Class A Interests and
		Reduction in Depositor’s Class A Interests	24
	6.4	Agreement to be Bound	24
	6.5	Ownership Records	24
	6.6	Restrictions on Transfer	24
	6.7	Conditions to Admission of New Owners	24
	6.8	Limit on Number of Owners	25
	6.9	Representations, Warranties, Acknowledgements and Agreements of Owners	25
	6.10	Status of Relationship	25
	6.11	Owners and the Trust	26

7.	Distributions and Reports		26
	7.1	Distributions in General	26
	7.2	Distributions upon Dissolution	26
	7.3	Cash and Other Accounts	26
8.	Reliance; Representations; Covenants		27
	8.1	Good Faith Reliance	27
	8.2	No Representations or Warranties as to Certain Matters	27
9.	Termination		28
	9.1	Termination in General	28
	9.2	Transfer Distribution	28
	9.3	Sale of the Projects	29
	9.4	Liability of Manager	29
	9.5	Certificate of Cancellation	29
10.	Fair Market Value Option		29
	10.1	Investors’ Grant of Option	29
	10.2	Investors’ Cash Election	30
	10.3	Timing of Exercise	30
	10.4	Procedure	30
	10.5	Federal Income Tax Treatment	31
	10.6	Tax Protection Agreement	31
	10.7	Determination of Fair Market Value	31
	10.8	Continued Existence of Trust	32
	10.9	Assignment of Fair Market Value Option; Substitute for OP Units	32
11.	Miscellaneous		32
	11.1	Limitations on Rights of Other Persons	32
	11.2	Successors and Assigns	32
	11.3	Usage of Terms	33
	11.4	Headings	33
	11.5	Amendments	33
	11.6	Notices	33
	11.7	Governing Law	34
	11.8	Venue	34
	11.9	Counterparts	35
	11.10	Severability	35
	11.11	Signature of Class A Owners	35

EXHIBITS
EXHIBIT A	–	REAL ESTATE
EXHIBIT B-1	–	OWNERSHIP RECORDS FOR CLASS A INTERESTS OF CF NET LEASE PORTFOLIO IV DST
EXHIBIT B-2	–	OWNERSHIP RECORDS FOR CLASS B INTERESTS OF CF NET LEASE PORTFOLIO IV DST
EXHIBIT C	–	FORM OF SIGNATURE PAGE FOR CLASS A OWNERS OF CF NET LEASE PORTFOLIO IV DST
EXHIBIT D	–	FORM OF LIMITED LIABILITY COMPANY AGREEMENT
EXHIBIT E	–	TRUSTEE AND MANAGER FEES
EXHIBIT F	–	CONVERSION NOTICE
EXHIBIT G	–	FORM OF NOTICE OF EXERCISE OF FAIR MARKET VALUE OPTION
EXHIBIT H	–	FORM OF TAX PROTECTION AGREEMENT

iii

SECOND AMENDED AND RESTATED TRUST AGREEMENT

CF NET LEASE PORTFOLIO IV DST

A DELAWARE STATUTORY TRUST

This Second Amended and Restated Trust Agreement (this “Agreement”), dated as of November [__], 2021 (the “Effective Date”) (as the same may be amended or supplemented from time to time), of CF Net Lease Portfolio IV DST (the “ Trust”) is made by and among Cantor Fitzgerald Income Trust Operating Partnership, L.P., a Delaware limited partnership, as the depositor (the “Depositor”) and as the initial Class A Owner (the “Operating Partnership”), CF Net Lease Portfolio Manager IV, LLC, a Delaware limited liability company, as the manager (the “Manager”), and Delaware Trust Company, a Delaware corporation, as trustee (the “Trustee”). Except as otherwise provided in this Agreement, defined terms shall have the meanings set forth in Section 1.

RECITALS

A. On October 18, 2016, CF Net Lease Portfolio Depositor IV, LLC, a Delaware limited liability company, as the original depositor and the original owner of the Class B Interests (the “Prior Depositor”), and Trustee formed the Trust as a statutory trust in accordance with the Act.

B. The Prior Depositor, the Trustee, and the Manager entered into a Trust Agreement dated as of October 18, 2016 (the “First Agreement”).

C. The Prior Depositor, the Trustee, and the Manager entered into an Amended and Restated Trust Agreement dated as of November 14, 2016 (the “Amended and Restated Agreement”).

D. The Trust, using, in part, the proceeds from the Loan, acquired the Projects, which are subject to the Leases with the Tenant.

E. The Operating Partnership acquired 100% of the Class B Interests from the Prior Depositor, which Class B Interests were subsequently retired.

F. The Prior Depositor, the Operating Partnership, the Trustee, and the Manager entered into an Amendment to Amended and Restated Trust Agreement dated as of May 9, 2019 (the “First Amendment Agreement”).

G. The Prior Depositor, the Operating Partnership, and the Manager entered into a Second Amendment to Amended and Restated Trust Agreement dated as of March 3, 2021 (the “Second Amendment Agreement” and collectively with the First Agreement, the Amended and Restated Agreement, and the First Amendment Agreement, the “Original Agreement”).

H. As of the Effective Date, the Operating Partnership is the Depositor and owns 100% of the Class A Interests, and there are no other beneficial interests in the Trust outstanding as of the Effective Date (whether Class B Interests or otherwise).

I. It is anticipated that Investors will acquire Class A Interests in the Trust in exchange for the payment of cash to the Trust and become Class A Owners in accordance with the provisions of this Agreement, which cash will be used by the Trust to redeem Depositor’s Class A Interests on a proportionate basis. Upon the sale of all of the remaining Class A Interests, Depositor will no longer have any interest in the Trust.

J. The Trust has appointed the Trustee and the Manager to undertake certain actions and perform certain duties pursuant to this Agreement.

K. The parties now desire to amend and restate in its entirety the Original Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Definitions. Capitalized terms used in this Agreement that are not defined elsewhere in this Agreement have the following meanings:

“Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §§ 3801 et seq., as the same may be amended from time to time.

“Accredited Investor” has the meaning ascribed to it in Rule 501 of Regulation D promulgated by the U.S. Securities and Exchange Commission under its authority pursuant to the Securities Act.

“Affected Project” has the meaning given to such term in Section 9.2.3.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

“Agreement” has the meaning set forth in the introductory paragraph hereof.

“Allendale Project” means that certain real property and improvements located at 6840 Lake Michigan Drive, Allendale, Michigan, as more particularly described on Exhibit A to this Agreement.

“Beneficial Interest” means a beneficial ownership interest in the Trust, as such term is used in the Act, which interests shall be Class A Interests and/or Class B Interests.

“Business Day” is any day other than a Saturday, Sunday or legal holiday in the State of Delaware.

“Cash Amount” has the meaning set forth in Section 10.4.

“Cash Amount Cap” has the meaning set forth in Section 10.4.

“Cash Election Deadline” has the meaning set forth in Section 10.4.

“Cash Election Investors” has the meaning set forth in Section 10.4.

“Cash Election Notice” has the meaning set forth in Section 10.4.

“Certificate of Trust” means the certificate of trust of the Trust, filed with the Delaware Secretary of State on October 18, 2016.

“ CFIT” shall mean Cantor Fitzgerald Income Trust, Inc., a Maryland corporation and a publicly registered non-traded real estate investment trust. For the avoidance of doubt, all references herein to CFIT shall include all direct and indirect subsidiaries of CFIT, including but not limited to Cantor Fitzgerald Income Trust Operating Partnership, L.P.

“Cincinnati Project” means that certain real property and improvements located at 6918 Hamilton Avenue, Cincinnati, Ohio, as more particularly described on Exhibit A to this Agreement.

“Class A Interests” means the Beneficial Interests held by the Operating Partnership and/or the Investors.

“Class A Owners” means the registered holders of the Class A Interests.

“Class B Interests” means the Beneficial Interests initially held by the Prior Depositor. As of the Effective Date, there are no Class B Interests outstanding.

“Class B Owners” means the registered holders of the Class B Interests.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Complete Transfer Distribution” has the meaning given to such term in Section 9.2.

“Conversion Date” means the date of the Conversion Notice.

“Conversion Notice” means the notice, in substantially the form of Exhibit F, issued by the Depositor to the Trustee and the Manager.

“Delaware Trust Company” means Delaware Trust Company, a Delaware corporation, in its individual capacity.

“Depositor” has the meaning given to such term in the introductory paragraph hereof.

“Edmond Project” means that certain real property and improvements located at 1400 E 2nd Street, Edmond, Oklahoma, as more particularly described on Exhibit A to this Agreement.

“Effective Date” means the effective date of this Agreement as specified in the introductory paragraph hereof.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Exercise Date” has the meaning set forth in Section 10.4.

“Fair Market Value Option” has the meaning set forth in Section 10.1.

“Investor FMV” has the meaning set forth in Section 10.4.

“Investors” mean purchasers of the Class A Interests.

“Lawton Project” means that certain real property and improvements located at 6701 NW Cache Road, Lawton, Oklahoma, as more particularly described on Exhibit A to this Agreement.

“Leases” mean, collectively, each of the leases with the Tenant related, as applicable, to each of the Projects.

“Lender” means Citigroup Global Markets Realty Corp. and its successors and assigns.

“Lender’s Termination Notice” has the meaning given to such term in Section 9.2.1(b).

“LLC Agreement” has the meaning set forth in Section 9.2.1(b).

“Loan” means that certain loan from Lender to the Trust in the principal amount of approximately $22,495,184, as evidenced and secured by the Loan Documents.

“Loan Documents” mean the Loan Agreement; Promissory Note; Deeds of Trust or Mortgages (as applicable), Assignment of Leases and Rents, Security Agreement and Fixture Filing; Environmental Indemnity Agreement; Clearing Account Deposit Control Account Agreement; Cash Management Agreement; Guaranty Agreement and all related documents.

“Manager” means CF Net Lease Portfolio Manager IV, LLC, a Delaware limited liability company, or any successor Manager appointed pursuant to the terms of this Agreement.

“Manager Expenses” has the meaning set forth in Section 5.4.

“Manager Indemnified Persons” has the meaning set forth in Section 5.4.

“Marquette Project” means that certain real property and improvements located at 1115 W Washington Street, Marquette, Michigan, as more particularly described on Exhibit A to this Agreement.

“Material Action” means to institute proceedings to have the Trust be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or file a petition seeking, or consent to, reorganization or relief with respect to the Trust under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property, or make any assignment for the benefit of creditors of the Trust except upon the request of the Lender, or admitting, in writing in any legal proceeding the Trust’s inability to pay its debts generally as they become due (unless failure to make such admission would be a violation of law, or in the context of required financial reporting or settlement discussions with the Lender), or intentionally take action in furtherance of any such action, except as the request of the Lender, or, to the fullest extent permitted by law, dissolve or liquidate the Trust other than in connection with a Transfer Distribution.

“McAlester Project” means that certain real property and improvements located at 1000 E Carl Albert Parkway, McAlester, Oklahoma, as more particularly described on Exhibit A to this Agreement.

“Modified Cash Amount” has the meaning set forth in Section 10.4.

“NAV” has the meaning set forth in Section 10.7.1.

“Operating Partnership” shall have the meaning set forth in the preamble.

“Option Holder” has the meaning set forth in Section 10.1.

“OP Units” has the meaning set forth in Section 10.1.

“Owner” means each Person who, at the time of determination, holds a Beneficial Interest as reflected on the most recent Ownership Records.

“Ownership Records” means the records maintained by the Manager, substantially in the form as set forth on Exhibit B-1 and Exhibit B- 2, indicating from time to time the name, mailing address and Percentage Share of each Owner, which records shall be revised by the Manager contemporaneously to reflect the issuance of Beneficial Interests in accordance with this Agreement, changes in mailing addresses or other changes.

“Partial Transfer Distribution” has the meaning given to such term in Section 9.2.

“Percentage Share” means, for each Owner, the percentage of the aggregate Beneficial Interest in the Trust held by such Owner as reflected on the most recent Ownership Records. For the avoidance of doubt, the sum of (a) the Percentage Share of the Class A Interests and (b) the Percentage Share of the Class B Interests at all times shall be 100%.

“Permitted Encumbrances” means, with respect to each Project, collectively, (a) the liens and security interests created by the Loan Documents, (b) all liens, encumbrances and other matters disclosed in the Title Insurance Policy, (c) liens, if any, for taxes imposed by any governmental authority not yet due or delinquent (or that the Trust is contesting in accordance with the terms of the Loan Documents), (d) easements or other encumbrances granted pursuant to the Loan Documents, (e) the Leases, (f) other liens that the Borrower is contesting in accordance with the terms of the Loan Documents, and (g) such other title and survey exceptions as the Lender has approved or may approve in writing in the Lender’s reasonable discretion, which Permitted Encumbrances (excluding (e)), individually or in the aggregate, do not materially and adversely affect the value, operation or use of the applicable Project or the Trust’s ability to repay the Loan.

“Permitted Investment” means short-term obligations of (or guaranteed by) the United States or any agency or instrumentality thereof and in certificates of deposit or interest-bearing bank accounts of any bank or trust companies having a minimum stated capital and surplus of $100,000,000. All such obligations must mature prior to the next distribution date, and be held to maturity.

“Person” means a natural person, corporation, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank trust company, land trust, business trust, statutory trust or other organization, whether or not a legal entity, and a government or agency or political subdivision thereof.

“Projects” mean the Allendale Project, the Cincinnati Project, the Edmond Project, the Lawton Project, the Marquette Project, the McAlester Project and the Russellville Project.

“ Purchase Agreement” means the agreement to be entered into by the Trust and each Investor with respect to the acquisition of the Class A Interests.

“Rating Agencies” means each of Standard & Poor’s Ratings Group, a division of the McGraw-Hill Companies, Moody’s Investors Service, Inc. and Fitch, Inc., or any other nationally recognized statistical rating agency which has been approved by Lender and designated by Lender to assign a rating to the securities.

“Real Estate FMV” has the meaning set forth in Section 10.7.2.

“Receipt Date” has the meaning set forth in Section 10.4.

“Redemption Fee” has the meaning set forth in Section 10.4.

“Reserves” has the meaning given to such term in Section 7.1.

“Restructure Springing LLC” has the meaning set forth in Section 9.2.

“ Russellville Project” means that certain real property and improvements located at 1100 E Main Street, Russellville, Arizona, as more particularly described on Exhibit A to this Agreement.

“Secretary of State” means the Delaware Secretary of State.

“Securities Act” means the Securities Act of 1933, as amended.

“Signature Page” has the meaning set forth in Section 6.7.

“Special Purpose Entity” has the meaning set forth in Section 3.3.2.

“Springing LLC” has the meaning set forth in Section 9.2.

“Tenant” means Walgreen Co., an Illinois corporation.

“Transaction Documents” mean this Agreement, the Purchase Agreements, the Leases and the Loan Documents, together with any other documents to be executed in furtherance of the investment activities of the Trust.

“Treasury Regulations” means the Treasury Regulations promulgated by the U.S. Department of Treasury pursuant to its authority under the Code.

“Trust” has the meaning set forth in the introductory paragraph hereof.

“Trust Estate” means all of the Trust’s right, title and interest in and to the Leases, the Projects, and any and all other property and assets (whether tangible or intangible) in which the Trust at any time has any right, title or interest.

“Trustee” means Delaware Trust Company, not in its individual capacity but solely as a trustee, or any successor trustee appointed as “Trustee” pursuant to this Agreement.

“Trustee Expenses” has the meaning set forth in Section 4.2.

“Trustee Indemnified Persons” has the meaning set forth in Section 4.2.

“Unit FMV” has the meaning set forth in Section 10.7.1.

General Matters.

2.1 Organizational Matters.

2.1.1 Delaware Trust Company is hereby appointed as the Trustee, and Delaware Trust Company hereby accepts such appointment.

2.1.2 The Trustee has executed and filed the Certificate of Trust in the office of the Secretary of State on October 18, 2016. The Trustee is authorized to execute and file in the office of the Secretary of State such additional certificates as may from time to time be required under the Act or any other Delaware law and to execute, in such forms as may be furnished to the Trustee from time to time, and deliver to the Manager such additional certificates and documents, including an additional original Certificate of Trust, as the Manager determines are required by the state and local laws of the jurisdictions in which the Projects are located, so that the Manager may have such additional certificates and documents filed with the appropriate governmental entities.

2.1.3 The name of the Trust is “CF Net Lease Portfolio IV DST.” Any reference to the Trust shall be a reference to the statutory trust formed pursuant to the Certificate of Trust and this Agreement and not to the Trustee, or the Manager individually or to the officers, agents or employees of the Trust, the Trustee, or the Manager.

2.1.4 The principal office of the Trust, and such additional offices as the Manager may establish, shall be located at such places inside or outside of the State of Delaware as the Manager shall designate from time to time. As of the Effective Date, the principal office of the Trust is located do the Manager at 110 East 59th Street, New York, NY 10022.

2.1.5 Legal title to the Trust Estate shall be vested in the Trust as a separate legal entity.

2.2 Declaration of Trust and Statement of Intent.

2.2.1 The Trustee hereby declares that it shall hold the Trust Estate in trust for the benefit of the Owners upon the terms set forth in this Agreement.

2.2.2 It is the intention of the parties that the Trust constitute a “statutory trust,” each Trustee is a “trustee,” the Manager is an “agent” of the Trust, the Owners are “beneficial owners,” and this Agreement is the “governing instrument” of the Trust, each within the respective meaning provided in the Act.

2.3 Purposes. The purposes of the Trust are to engage in the following activities: (i) to acquire the Projects subject to the Leases and enter into the Loan Documents, (ii) to hold the Projects for investment and to sell, transfer or exchange the Projects as required or permitted under Section 9, (iii) make monthly distributions to the Investors from cash generated by ownership of the Projects and (iv) to take such other actions as the Manager deems necessary to carry out the foregoing as are permitted in this Agreement.

Provisions Relating to the Tax Treatment and the Loan.

3.1 Section 3 Supersedes All Other Provisions of this Agreement. This Section 3 contains certain provisions intended to achieve the desired treatment of the Trust and Beneficial Interests for United States federal income tax purposes. To the extent of any inconsistency between this Section 3 and any other provision of this Agreement, this Section 3 shall supersede and be controlling; provided, for the avoidance of doubt, that nothing in this Section 3 shall limit or impair the Trust’s power and authority to execute and deliver, and to perform its obligations under, the Transaction Documents, and further provided that the requirements of this Section 3 shall be enforceable to the maximum extent permissible under the Act.

3.2 Provisions Relating to Tax Treatment.

3.2.1 Prior to Conversion Notice Issuance. Prior to the issuance of the Conversion Notice, the sole Owner of the Trust has been and shall be the Depositor. The rights of the Depositor with respect to the assets and property held by the Trust are such that the Trust has been and will be characterized during such time as a “business entity” within the meaning of Treasury Regulations Section 301.7701-2. Because the Depositor has been and is the sole Owner, the Trust has been and is characterized as a disregarded entity, and all assets and property of the Trust have been and are treated for Federal income tax purposes as assets and property of the Depositor.

3.2.2 After Issuance of Conversion Notice. Upon the issuance of the Conversion Notice, the special rights of Depositor, as set forth in Section 5.8, will terminate and the Depositor will have the same rights as any Class A Owner. At that time, the Depositor will be deemed for Federal income tax purposes to have transferred the Projects to a separate entity, the Trust, which will be classified for Federal income tax purposes as specified in Section 3.2.3.

3.2.3 Intent to be Treated as Investment Trust. It is the intention of the parties to this Agreement that upon and at all times after the issuance of the Conversion Notice the Trust shall constitute an investment trust pursuant to Treasury Regulations Section 301.7701-4(c) and each Owner shall be treated as a “grantor” within the meaning of Code Section 671. As such, the parties further intend that each Owner shall be treated for Federal income tax purposes as if it holds a direct ownership interest in the Projects. Each Owner agrees to report its interest in the Trust in a manner consistent with the foregoing and otherwise not to take any action that would be inconsistent with the foregoing. Upon and after issuance of the Conversion Notice, none of the Trustee, the Manager, the Owners and/or the Trust shall have power and authority, or shall be authorized, and each of them is hereby expressly prohibited from taking, and none of them shall be allowed to take, any of the following actions, if the effect would be that such action or actions would constitute a power under the Agreement to “vary the investment of the certificate holders” under Regulations Section 301.7701-4(c)(1) and Rev. Rul. 2004-86:

(a) sell, transfer or exchange the Projects except as required under Section 9;

(b) reinvest any monies of the Trust, except to make modifications or repairs to the Projects permitted under this Agreement;

(d) renegotiate any lease or enter into new leases, except in the case of the tenant’s bankruptcy or insolvency;

(e) make modifications to the Projects (other than minor non-structural modifications) unless required by law;

(f) accept any capital from an Owner (other than capital from an Investor that will be distributed to the Depositor and reduce the Depositor’s Percentage Share); or

(g) take any other action which would in the opinion of tax counsel to the Trust cause the Trust to be treated as a business entity for federal income tax purposes.

3.2.4 The Trust shall hold the Trust Estate for investment purposes and only lease the Projects to the Tenant. The activities of the Trust with respect to the Trust Estate shall be limited to the activities which are customary services in connection with the maintenance and repair of the Projects and none of the Trustee, the Owners, the Manager or their agents shall provide non- customary services, as such term is defined in Code Sections 512 and 856 and Rev. Rul. 75-374, 1975-2 C.B. 261. The Trust shall conduct no business other than as specifically set forth in this Section 3.2. Without limiting the generality of the foregoing, upon and after issuance of the Conversion Notice, (A) none of the Trustee, the Manager, the Owners and the Trust shall have any power or authority to undertake any actions that are not permitted to be undertaken by an entity that is treated as a “trust” within the meaning of Treasury Regulations Section 301.7701-4 and not treated as a “business entity” within the meaning of Treasury Regulations Section 301.7701-3, and (B) this Agreement shall be interpreted and enforced so as to be in compliance with the requirements of Rev. Rul. 2004-86, 2004-33 I.R.B. 191. For Federal income tax purposes, after issuance of the Conversion Notice, the Trust is intended to be and shall constitute an investment trust pursuant to Treasury Regulations Section 301.7701-4(c) and a “grantor trust” under Subpart E of Part 1, Subchapter J of the Code (Code Sections 671 - 679) and shall not constitute a “business entity.”

3.2.5 Notwithstanding the foregoing or anything in this Agreement to the contrary, if at any time after the issuance of the Conversion Notice, all of the Class A Interests are held or come to be held by a single Owner, from and after such time: (i) the restrictions set forth in Sections 3.2.3 and 3.2.4 and any other restriction set forth herein applicable to entities described in the flush language of Section 3.2.3 shall no longer apply to the Trust, (ii) the Manager shall have the rights and powers set forth in Section 6.2 (whether to undertake such action or to permit such action to be undertaken by others, as determined in the Manager’s sole discretion); and (iii) the Trust shall be automatically classified thereafter as provided in Section 3.2.1 with respect to such sole owner of the Class A Interests.

3.3 Provisions Relating to the Loan.

3.3.1 This Section 3.3 is intended to qualify the Trust as a “special purpose entity” for purposes of the Loan. So long as any portion of the Loan is outstanding the provisions of this Section 3.3 shall be in full force and effect and the Trust shall comply with the requirements set forth below for a “Special Purpose Entity;” provided, however, that the provisions of this Section 3.3 shall cease to be of force or effect upon the repayment or defeasance of the Loan in full, in accordance with the Loan Documents. Subject to the provisions of Section 9.3 of the Loan Agreement, Lender shall be a third party beneficiary of the provisions of this Section 3.3; provided, however, that Lender’s sole and exclusive remedy as such third party beneficiary shall be to seek injunctive relief with respect to the enforcement of the provisions in this Section 3.3.

3.3.2 “Special Purpose Entity” means a Delaware statutory trust that, at all times on and after the date hereof, has complied with and shall at all times comply with the following requirements unless it has received either prior consent to do otherwise from the Lender or a permitted administrative agent thereof, or, while the Loan is securitized, confirmation from each of the applicable Rating Agencies that such noncompliance would not result in the requalification, withdrawal, or downgrade of the ratings of any securities or any class thereof:

(a) is and shall be organized solely for the purpose of acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, financing, managing, operating, and disposing of the Projects, entering into and performing its obligations under the Loan Documents with Lender, refinancing the Projects in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing;

(b) has not engaged and shall not engage in any business unrelated to the purposes set forth in clause (a) above;

(d) does not have, shall not have and at no time had any assets other than the Projects and personal property necessary or incidental to its ownership and operation of the Projects;

(e) has not engaged in, sought, consented or permitted to and shall not engage in, seek, consent to or permit (i) any dissolution, winding up, liquidation, consolidation or merger, or (ii) any sale or other transfer of all or substantially all of its assets or any sale of assets outside the ordinary course of its business, except as permitted by the Loan Documents;

(f) shall not cause, consent to or permit any amendment of this Agreement or other formation document or organizational document (as applicable) with respect to the matters set forth in this Section 3.3.2;

(g) has and shall have a Manager that is a Special Purpose Entity (as defined in the Loan Documents) which is a corporation or a single member Delaware limited liability company;

(h) has not and shall not, other than with respect to a Transfer Distribution: dissolve, merge, liquidate, consolidate; (ii) sell all or substantially all of its assets except as permitted by the Loan Documents; (iii) amend its organizational documents with respect to the matters set forth in this Section 3.3.2 without the consent of Lender; or (iv) without the consent of the Manager (including the affirmative vote of two (2) independent directors of the Manager), take any Material Action;

(i) is, as of the date hereof, and intends to remain solvent and pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same become due, and is, as of the date hereof, and intends to maintain adequate capital for the normal obligations reasonably foreseeable within the following thirty (30) day period for a business of its size and character and in light of its contemplated business operations (unless any such insolvency, or failure to pay its debts and liabilities, or failure to maintain adequate capital is due to an insufficiency in gross income from operations (as such term is used in the Loan Documents), or the Trust’s lack of access thereto due to the exercise of rights or remedies by Lender or any party acting on behalf of or for the benefit of Lender); provided, however, that the foregoing shall not require any member, partner or beneficiary, direct or indirect, any guarantor under the Loan Documents, or any other Person to make additional capital contributions (nor shall it prohibit the provision of any such capital by such Persons);

(j) has not failed and shall not fail to correct any known misunderstanding regarding the separate identity of such entity and has not identified and shall not identify itself as a division of any other Person;

(k) shall maintain its books of account, books and records, and bank accounts (subject to clause (p) below) separate from those of any other Person and, to the extent that it is required to file tax returns under applicable law, has filed and shall file its own tax returns, except to the extent that it is required by law to file consolidated tax returns and to the extent that the Trust is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law;

(l) has maintained and shall maintain its own records, books, resolutions and agreements;

(m) has not commingled and shall not commingle its funds or assets with those of any other Person and has not participated and shall not participate in any cash management system with any other Person, except as required by the Loan Documents and except with respect to a custodial account maintained by the Manager on behalf of the Trust and certain other Affiliates of guarantor in which the funds have been and are separately accounted, and will continue to be separately accounted, for each item of income and expense applicable to each Project and the Trust;

(n) has held and shall hold its assets in its own name;

(o) has conducted and shall conduct its business in its name or in a name franchised or licensed to it by an entity other than an Affiliate of itself, except for business conducted on behalf of itself by another Person under a business management services agreement that is on commercially-reasonable terms, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of the Trust;

(p) (i) has maintained and shall maintain its financial statements, accounting records and other entity documents separate from those of any other Person; (ii) has shown and shall show, in its financial statements, its asset and liabilities separate and apart from those of any other Person; and (iii) has not permitted and shall not permit its assets to be listed as assets on the financial statement of any of its Affiliates except as required by GAAP; or if such entity is disregarded for federal tax purposes, permitted by GAAP (or on a tax basis or other basis reasonably acceptable to Lender, consistently applied); provided, however, that any such consolidated financial statement contains a note indicating that the Special Purpose Entity’s separate assets and credit are not available to pay the debts of such Affiliate and that the Special Purpose Entity’s liabilities do not constitute obligations of the consolidated entity provided further that holders of beneficial interests in the Trust may account for such interests as their own and treat them in a manner consistent with the accounting that is customary for similarly-situated holders of such interests; provided, however, that the foregoing shall not limit the Owners from reporting their ownership interest in the Trust for tax purposes;

(q) has paid and intends to pay its own liabilities and expenses, including the salaries of its own employees, out of its own funds and assets, and has maintained and shall maintain a sufficient number of employees in light of its contemplated business operations, which may be none (unless any failure to do so is due to an insufficiency in gross income from operations, or the Trust’s lack of access thereto due to the exercise of rights or remedies by Lender or any party acting on behalf of or for the benefit of Lender); provided, however, that the foregoing shall not require any member, partner or beneficiary, direct or indirect, any guarantor, or any other Person to make additional capital contributions (nor shall it prohibit the provision of any such capital by such Persons);

(r) has observed and shall observe all trust formalities;

(s) has not incurred indebtedness other than (i) acquisition financing with respect to the Projects; construction financing with respect to the improvements and certain off-site improvements required by municipal and other authorities as conditions to the construction of the improvements; and first mortgage financings secured by the Projects; and indebtedness pursuant to letters of credit, guaranties, interest rate protection agreements and other similar instruments executed and delivered in connection with such financings, (ii) unsecured trade payables and operational debt not evidenced by a note, (iii) indebtedness incurred in the financing of equipment and other personal property used on the Projects and (iv) obligations under the Leases and Permitted Encumbrances;

(t) will have no indebtedness other than (i) the Loan, (ii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the Projects and the routine administration of the Trust, which liabilities are (A) not more than sixty (60) days past the later of the date incurred or invoiced (unless disputed in accordance with applicable law), (B) not evidenced by a note, (C) paid when due, (D) reasonable under the circumstances, and (E) in an aggregate amount with respect to the Projects not exceeding three percent (3.0%) of the original principal balance of the Loan at any time, (iii) [intentionally omitted], (iv) such other liabilities that are permitted pursuant to this Agreement, and (v) obligations under the Leases and Permitted Encumbrances; provided, however, a breach of clauses (A), (C) and/or (E) above that is due to an insufficiency in gross income from operations, the Trust’s lack of access thereto due to the exercise of rights or remedies by Lender or any party acting on behalf of or for the benefit of Lender shall not result in recourse under the Loan Documents; and further provided, however, that the foregoing shall not be deemed to require any member, partner or beneficiary, direct or indirect, any guarantor, or any other Person to make additional capital contributions (nor shall it prohibit the provision of any such capital by such Persons);

(u) has not assumed, guaranteed or become obligated and shall not assume or guarantee or become obligated for the debts of any other Person, has not held out and shall not hold out its credit as being available to satisfy the obligations of any other Person or has not pledged and shall not pledge its assets for the benefit of any other Person, in each case except as permitted pursuant to the Loan Documents;

(v) has not acquired and shall not acquire obligations or securities of its beneficiaries or any other owner or Affiliate;

(w) has allocated and shall allocate fairly and reasonably any overhead expenses that are shared with any of its Affiliates, constituents, or owners, or any guarantors of any of their respective obligations, or any Affiliate of any of the foregoing, including, but not limited to, paying for shared office space and for services performed by any employee of an Affiliate (it being acknowledged that the fees and expenses to be paid by the Trust to the Manager as set forth in this Agreement in effect on the date hereof have been approved by the Lender);

(x) has maintained and used and shall maintain and use invoices and checks bearing its name and not bearing the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

(y) has not pledged and shall not pledge its assets to or for the benefit of any other Person other than with respect to loans secured by the Projects;

(z) has held itself out and identified itself and shall hold itself out and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of the Trust and not as a division or part of any other Person except as provided in (m) above;

(aa) has maintained and shall maintain its assets in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person except as provided in (m) above;

(bb) has not made and shall not make loans to any Person and has not held and shall not hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity);

(cc) has not identified and shall not identify its partners, members or shareholders or any Affiliate of any of them, as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person;

(dd) other than capital contributions and distributions permitted under the terms of its organizational documents, has not entered into or been a party to, and shall not enter into or be a party to, any transaction with any of its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially reasonable terms comparable or at least no less advantageous to those of an arm’s-length transaction with an unrelated third party, it being acknowledged that the fees set forth on Exhibit E attached hereto are approved by the Lender;

(ee) has not had and shall not have any obligation to, and has not indemnified and shall not indemnify its partners, officers, directors or members, as the case may be, in each case unless such an obligation or indemnification is fully subordinated to the Loan;

(ff) has not had and shall not have any of its obligations guaranteed by any Affiliate except as provided by the Loan Documents;

(gg) has not formed, acquired or held and shall not form, acquire or hold any subsidiary;

(hh) is in compliance with and shall comply with all of the terms and provisions contained in its organizational documents;

(ii) has not permitted and shall not permit any Affiliate or constituent party independent access to its bank accounts, except as provided in (m) above;

(jj) is, has always been and shall continue to be duly formed, validly existing, and in good standing in the state of its incorporation or formation and in all other jurisdictions where it is qualified to do business;

(kk) has paid all taxes which it owes provided that the foregoing shall not require any member, partner or beneficiary to make additional capital contributions, nor prohibit them from doing the same;

(ll) has paid any and all judgments against it provided that the foregoing shall not require any member, partner or beneficiary to make additional capital contributions, nor prohibit them from doing the same; and

(mm) has no material contingent or actual obligations not related to the Projects provided that the foregoing shall not require any member, partner or beneficiary to make additional capital contributions, nor prohibit them from doing the same.

Failure to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Trust as a separate legal entity or the limited liability of the Owners.

Concerning the Trustee.

4.1 Power and Authority of the Trustee. The Trustee shall have the power and authority, and is hereby authorized and empowered, to (a) accept legal process served on the Trust in the State of Delaware; and (b) execute any certificates that are required to be executed under the Act and file such certificates in the office of the Secretary of State, and take such action or refrain from taking such action under this Agreement as may be directed in a writing delivered to the Trustee by the Manager; provided, however, that the Trustee shall not be required to take or to refrain from taking any such action if the Trustee shall believe, or shall have been advised by counsel, that such performance is likely to involve the Trustee in personal liability or to result in personal liability to the Trustee, or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust or the Trustee is or becomes a party or is otherwise contrary to law. The Manager agrees not to instruct the Trustee to take any action or to refrain from taking any action that is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust or the Trustee is or becomes party or that is otherwise contrary to law. Other than as expressly provided for in this Agreement, the Trustee shall have no duty to take any action for or on behalf of the Trust.

4.2 Trustee May Request Direction. If at any time the Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, or regarding action that must or may be taken in connection herewith or therewith, or regarding compliance with any direction it received under this Agreement, then the Trustee may deliver a notice to a court of applicable jurisdiction requesting written instructions as to the desired course of action, and such instructions from the court shall constitute full and complete authorization and protection for actions taken and other performance by the Trustee in reliance thereon. Until the Trustee has received such instructions after delivering such notice, it shall be fully protected in refraining from taking any action with respect to the matters described in such notice.

4.3 Trustee’s Capacity. In accepting the trust hereby created, Delaware Trust Company acts solely as Trustee under this Agreement and not in its individual capacity, serves the Trust solely to fulfill the Trust’s obligation pursuant to Section 3807(a) of the Act to have at least one trustee who has its principal place of business in the State of Delaware, and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Agreement, the Transaction Documents, or any other document shall look only to the Trust Estate for payment or satisfaction thereof. Notwithstanding any provision of this Agreement or any other document to the contrary, under no circumstances shall Delaware Trust Company, in its individual capacity or in its capacity as Trustee, (a) have any duty to choose or supervise, nor shall it have any liability for the actions or inactions of, the Manager or any officer, manager, employee, or other Person

(other than Delaware Trust Company and its own employees), or (b) be liable or responsible for, or obligated to perform, any contract, representation, warranty, obligation or liability of the Trust, the Manager, or any officer, manager, employee, or other Person (other than Delaware Trust Company and its own employees); provided, however, that this limitation shall not protect Delaware Trust Company against any liability to the Owners to which it would otherwise be subject by reason of its willful misconduct, bad faith, fraud or gross negligence in the performance of its duties under this Agreement. Under no circumstances shall the Trustee be liable for any punitive, exemplary, consequential, special or other damages for a breach of this Agreement.

4.4 Duties. None of the Trustee, Delaware Trust Company or any successor Trustee shall have any duty or obligation under or in connection with this Agreement, the Trust, or any transaction or document contemplated by this Agreement, except as expressly provided by the terms of this Agreement, and no implied duties or obligations shall be read into this Agreement against the Trustee, Delaware Trust Company or any successor Trustee. The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty. To the fullest extent permitted by applicable law, including without limitation Section 3806 of the Act, the Trustee’s, Delaware Trust Company’s or any successor Trustee’s duties (including fiduciary duties) and liabilities relating thereto to the Trust and the Owners shall be restricted to those duties (including fiduciary duties) expressly set forth in this Agreement and liabilities relating thereto.

4.5 Indemnification. The Class A Owners, jointly and severally, hereby agree to (a) reimburse the Trustee, Delaware Trust Company and/or any successor Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other professionals), incurred in connection with the negotiation, execution, delivery, or performance of, or exercise of rights or powers under, this Agreement, (b) to the fullest extent permitted by law, indemnify, defend and hold harmless the Trustee, Delaware Trust Company and/or any successor Trustee, and the officers, directors, employees and agents of the Trustee and/or any successor Trustee (collectively, including the Trustee, Delaware Trust Company and/or any successor Trustee in its individual capacity, the “Trustee Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel and other professionals), taxes and penalties of any kind and nature whatsoever (collectively, “Trustee Covered Expenses”), to the extent that such Trustee Covered Expenses arise out of or are imposed upon or asserted at any time against any such Trustee Indemnified Persons, including without limitation on the basis of ordinary negligence on the part of any such Trustee Indemnified Persons, with respect to or in connection with this Agreement, the Trust, or any transaction or document contemplated hereby; provided, however, that the Owners or the Trust shall not be required to indemnify a Trustee Indemnified Person for Trustee Covered Expenses to the extent such Trustee Covered Expenses result from the willful misconduct, bad faith, fraud or gross negligence of such Trustee Indemnified Person, and (c) to the fullest extent permitted by law, advance to each such Trustee Indemnified Person Trustee Covered Expenses incurred by such Trustee Indemnified Person in defending any claim, demand, action, suit or proceeding, in connection with this Agreement, the Trust, or any transaction or document contemplated hereby, prior to the final disposition of such claim, demand, action, suit or proceeding only upon receipt by any Class A Owner of an undertaking, by or on behalf of such Trustee Indemnified Person, to repay such amount if a court of competent jurisdiction renders a final, nonappealable judgment that includes a specific finding of fact that such Trustee Indemnified

Person is not entitled to be indemnified therefor under this Section 4.5. The obligations of the Class A Owners under this Section 4.5 shall survive the resignation or removal of the Trustee, shall survive the dissolution and termination of the Trust, and shall survive the termination, amendment, supplement, and/or restatement of this Agreement. The obligations of the Class A Owners under this Section 4.5 shall be personal obligations irrespective of the sufficiency or insufficiency of the Trust Estate to satisfy any such obligations; provided, however, that the Manager shall utilize income from the Trust Estate to satisfy any such obligations prior to seeking contribution from the Owners, which will reduce amounts that would otherwise be distributable to the Owners. For the avoidance of doubt, pursuant to Section 3803(b) of the Act, the Trustee shall not be liable to any person other than the Trust or a beneficiary of the Trust for any act, omission or obligation of the Trust or any trustee thereof and all persons having any claim against Act by reason of the transactions contemplated by this Agreement or any other agreement or instrument related to the Trust shall look only to the Trust Estate for payment or satisfaction thereto.

4.6 Removal; Resignation; Succession. The Trustee may resign at any time by giving at least sixty (60) days’ prior written notice to the Manager. The Manager may at any time remove the Trustee for Cause by written notice to the Trustee. Cause shall only result from the willful misconduct, bad faith, fraud or gross negligence of the Trustee with respect to the Trust, as determined by a final, nonappealable judgement of a court of competent jurisdiction. Such resignation or removal shall be effective upon the acceptance of appointment by a successor Trustee, as hereinafter provided. In case of the removal or resignation of a Trustee, the Manager may appoint a successor by written instrument. If a successor Trustee shall not have been appointed within sixty (60) days after the giving of such notice, the Trustee or any of the Owners may apply to any court of competent jurisdiction in the United States to appoint a successor Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed as provided above within one (1) year from the date of the appointment by such court. Any successor, however appointed, shall execute and deliver to its predecessor Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Trustee in the trusts under this Agreement with like effect as if originally named the Trustee in this Agreement; provided, however, that the predecessor Trustee shall take all action required to transfer title to the Trust Estate to such successor Trustee and upon the written request of such successor, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts in this Agreement expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all monies or other property then held by such predecessor upon the trusts in this Agreement expressed. Any right of the Owners against a predecessor Trustee in its individual capacity shall survive the resignation or removal of such predecessor, shall survive the dissolution and termination of the Trust, and shall survive the termination, amendment, supplement, and/or restatement of this Agreement.

Any successor Trustee, however appointed, shall be a bank or trust company satisfying the requirements of Section 3807(a) of the Act. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Trustee may be transferred, shall, subject to the preceding sentence, be the Trustee under this Agreement without further act.

4.7 Fees and Expenses. The Trustee shall receive as compensation for its services under this Agreement the fees set forth on Exhibit E. The Trustee shall not have any obligation by virtue of this Agreement to spend any of its own funds, or to take any action that could result in its incurring any cost or expense.

4.8 Signatory Trustee. The Manager will appoint in its sole discretion, and at all times, a co- trustee to serve with the Trustee for the purpose of performing all obligations and duties other than fulfilling the Trust’s obligations pursuant to Section 3807(a) of the Act, including, but not limited to executing any documentation that may require the signature of more than one trustee of the Trust (the “Signatory Trustee”) . The Trust hereby grants the Signatory Trustee the power to act and sign documents on behalf of the Trust pursuant to the terms of this Section 4.8. The Manager may appoint additional Signatory Trustees and replace any Signatory Trustee. The Signatory Trustee shall not receive any compensation for its services. The initial Signatory Trustee shall be the Manager.

Concerning the Manager.

5.1 Power and Authority. The activities and affairs of the Trust shall be managed exclusively by or under the direction of the Manager. Except as otherwise provided in this Agreement, the Manager shall have full power and authority, and is hereby authorized and empowered, to manage the Trust Estate and the activities and affairs of the Trust, subject to and in accordance with the terms and provisions of this Agreement; provided, however, that the Manager shall have no power to engage on behalf of the Trust in any activities that the Trust could not engage in directly; further provided, however, that the Manager shall at all times be subject to the control and authority of the Trust. The Manager shall have the power and authority, and is hereby authorized, empowered and directed by the Trust, to enter into, execute and deliver, and to cause the Trust to perform its obligations under, each of the Transaction Documents to which the Trust is or becomes a party or signatory and, in furtherance thereof, the Depositor, at any time prior to the issuance of the Conversion Notice, may confirm such authorization, empowerment and direction and otherwise direct the Manager in connection with the management of the activities and affairs of the Trust. The Manager may, in its sole discretion, employ such Persons (on its own behalf or on behalf of the Trust), including Affiliates of the Manager, as it deems necessary for the efficient operation of the Trust. In the event the Manager determines it is necessary due to leasing or other activities, the Manager may, in its sole discretion, hire a property manager, which may be an Affiliate of the Manager.

5.2 Manager’s Capacity. The Manager acts solely as an agent of the Trust and not in its individual capacity, and all Persons having any claim against the Manager by reason of the transactions contemplated by this Agreement, the Transaction Documents or any other document shall look only to the Trust Estate for payment or satisfaction thereof. Notwithstanding any provision of this Agreement to the contrary, the Manager shall not have any liability to any Person except for its own willful misconduct, bad faith, fraud or gross negligence, and shall have no other duties or obligations, fiduciary or otherwise, except as set forth in this Agreement.

5.3 Duties.

5.3.1 The Manager has primary responsibility for performing the administrative actions set forth in this Section 5.3. In addition, the Manager shall have the obligations with respect to a Transfer Distribution and a potential sale of the Trust Estate as set forth in Section 9. The Manager shall not have any duty or obligation under or in connection with this Agreement or the Trust, or any transaction or document contemplated hereby, except as expressly provided by the terms of this Agreement, and no implied duties or obligations shall be read into this Agreement against the Manager. The right of the Manager to perform any discretionary act enumerated herein shall not be construed as a duty. To the fullest extent permitted by law, including without limitation Section 3806 of the Act, the Manager’s duties and liabilities relating thereto to the Trust and the Owners shall be restricted to those duties expressly set forth in this Agreement and liabilities relating thereto. For the avoidance of doubt, the Manager’s duties are limited to the maximum extent permitted under Section 3806(e) of the Trust Act. The Manager expressly reserves the right to invest in, pursue, develop, own, manage, operate or otherwise participate in all business opportunities of any nature for its own account, including opportunities that may directly or indirectly compete with the Trust or the Projects.

5.3.2 Without limiting the generality of Section 5.3.1 upon and after the issuance of the Conversion Notice, the Manager is hereby authorized and directed, as agent of the Trust, to take each of the following actions as necessary to conserve and protect the Trust Estate:

(a) enter into an asset management agreement for the purpose of managing the Projects;

(b) comply with the terms of the Leases and the Loan Documents;

(d) collect rents and make distributions in accordance with Section 7;

(e) enter into any agreement for purposes of enabling an Owner to complete a like-kind exchange;

(f) notify the relevant parties of any default by them under the Transaction Documents;

(g) solely to the extent necessitated by the bankruptcy or insolvency of the Tenant or any other tenant at the Projects, if the Trust has not terminated under Section 9.2, enter into a new lease with respect to the Projects or renegotiate or refinance any debt secured by the Project (including, without limitation, the Loan);

(h) any action that, in the opinion of tax counsel to the Trust, would not have an adverse effect on either the treatment of the Trust as an “investment trust” within the meaning of Treasury Regulations Section 301.7701-4(c) or of each Owner as a “grantor” within the meaning of Code Section 671; and

(i) monitor the Tenant’s actions and in the event it appears that the Tenant intends to make a modification which is more than minor non-structural, then either sell the applicable Project or transfer it to the Springing LLC as described in Section 9.2.1, unless the modifications occurs within the first three years following the Conversion Date, in which case the Manager shall transfer the applicable Project to the Springing LLC as described in Section 9.2.1.

The foregoing notwithstanding, from and after the issuance of the Conversion Notice, under no circumstances shall the power or authority of the Manager include the ability to take any action that would cause the Trust to cease to constitute an “investment trust” within the meaning of Treasury Regulations Section 301.7701-4(c). After the issuance of the Conversion Notice, the power and authority of the Manager shall be strictly and narrowly construed so as to preserve and protect the status of the Trust as an “investment trust” for federal income tax purposes.

5.3.3 The Manager shall keep customary and appropriate books and records relating to the Trust and the Trust Estate and shall certify such reports to the Lender if required by the Loan Documents. The Manager shall keep customary and appropriate books and records of account for the Trust at the Manager’s principal place of business; provided, however, any inspection, examination and copying of the Trust’s books and records (i) shall only be for any purpose reasonably related to the Owner’s interest as an Owner of the Trust as determined by the Manager in the Manager’s sole and absolute discretion and (ii) shall be limited to information regarding the business and financial condition of the Trust. The Owners may inspect, examine and copy the Trust’s books and records at any time during normal business hours. The Manager shall maintain appropriate books and records in order to provide reports of income and expenses with respect to the Trust Estate to each Owner as necessary for such Owner to prepare such Owner’s income tax returns. Notwithstanding the foregoing, no Owner shall have the right to information regarding the other Owners and the Manager shall not disclose such information to any Owner.

5.3.4 The Manager shall promptly furnish (i) to the Owners copies of all notices and other items required to be distributed to them pursuant to the Transaction Documents (unless the Manager believes them to have been sent directly to the Owners) and (ii) to the Lender all documents required by the Loan Documents.

5.3.5 The Manager shall not be required to act or refrain from acting under this Agreement or the Loan Documents if the Manager determines, or has been advised by counsel, that such action or lack of action may result in personal liability, unless the Manager is indemnified by the Trust and the Owners against any liability and costs (including reasonable legal fees and expenses) in a manner and form reasonably satisfactory to the Manager.

5.3.6 The Manager shall not, on its own behalf (as opposed to actions that the Manager is required to perform on behalf of the Trust), have any duty to (i) (A) file, record or deposit any document, (B) maintain any filing, recording or deposit of any document or (C) refile, rerecord or redeposit any such document, (ii) obtain or maintain any insurance on the Projects, (iii) maintain the Projects, (iv) pay or discharge any tax levied against any part of the Trust Estate, (v) confirm, verify, investigate or inquire into the failure to receive any reports or financial statements from any party obligated under the Loan Documents to provide such reports or financial statements, (vi) inspect the Projects at any time or (vii) ascertain or inquire as to the performance or observance of any of the covenants of any Person under the Loan Documents.

5.3.7 Subject to the other provisions of this Agreement, the Manager shall manage, control, dispose of or otherwise deal with the Trust Estate consistent with its duties to conserve and protect the Trust Estate.

5.3.8 The Manager shall provide to each Person who becomes an Owner a copy of this Agreement.

5.3.9 Upon written request by the Trustee, the Manager shall provide to the Trustee a copy of the Ownership Records.

5.3.10 All payments to be made by the Manager under this Agreement shall be made from the Trust Estate.

5.3.11 All prior acts of the Manager relating to any filings or documents to permit the Trust to transact business in each state in which the Projects are located, or otherwise relating to the organization of the Trust, are hereby ratified and approved.

5.4 Indemnification. Subject to and subordinate to the Loan, the Trust, to the full extent of the Trust Estate, shall (i) reimburse the Manager for all reasonable expenses (including reasonable fees and expenses of counsel and other professionals) incurred in connection with the negotiation, execution, delivery, or performance of, or exercise of rights or powers under, this Agreement, (ii) to the fullest extent permitted by law, indemnify, defend and hold harmless the Manager, and the officers, directors, employees and agents of the Manager (collectively, the “Manager Indemnified Persons”), from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel and other professionals), taxes and penalties, of any kind and nature whatsoever, arising out of or imposed upon or asserted at any time against such Manager Indemnified Persons, including without limitation on the basis of ordinary negligence on the part of any such Manager Indemnified Person, with respect to or in connection with this Agreement, the Trust, or any transaction or document contemplated hereby (“Manager Expenses”); provided, however, that the Trust shall not be required to indemnify a Manager Indemnified Person for Manager Expenses to the extent such Manager Expenses result from the willful misconduct, bad faith, fraud or gross negligence of any Manager Indemnified Person and (iii) to the fullest extent permitted by law, advance to each such Manager Indemnified Person Manager Expenses incurred by such Manager Indemnified Person in defending any claim, demand, action, suit or proceeding, in connection with this Agreement, the Trust, or any transaction or document contemplated hereby prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Trust of an undertaking, by or on behalf of such Manager Indemnified Person, to repay such amount unless a court of competent jurisdiction renders a final, nonappealable judgment that includes a specific finding of fact that such Manager Indemnified Person is not entitled to be indemnified therefor under this Section 5.4. The obligations of the Trust under this Section 5.4 shall survive the resignation or removal of the Manager and the termination, amendment, supplement and/or restatement of this Agreement.

5.5 Fees and Expenses. Subject to and subordinate to the Trust Obligations under the Loan Documents, the Manager shall receive as compensation for its services hereunder the fees set forth on Exhibit E. The Manager shall not have any obligation by virtue of this Agreement to spend any of its own funds, or to take any action that could result in its incurring any cost or expense.

5.6 Sale of Trust Estate by Manager is Binding. Any sale or other conveyance of the Trust Estate or any part thereof by the Manager pursuant to the terms of this Agreement shall bind the Trust and the Owners and be effective to transfer or convey all rights, title and interest of the Trust and the Owners in and to the Trust Estate.

5.7 Removal; Resignation; Succession. The Manager may resign at any time by giving at least 60 days’ prior written notice to the Class A Owner. Class A Owners holding a majority of the Beneficial Interests may at any time remove the Manager for cause by written notice to the Manager. For purposes of this Section 5.7, “cause” shall result only from the willful misconduct, bad faith, fraud or gross negligence of the Manager; provided that under no circumstances shall “cause” result from any action or omission of the Manager intended to preserve the rights of Owners to effect like-kind exchanges in respect of their respective Beneficial Interests. Such resignation or removal shall be effective upon the acceptance of appointment by a successor manager as hereinafter provided. Notwithstanding the forgoing or anything in this Agreement to the contrary, the removal of the Manager shall not be effective without the prior written consent of the Manager until the Manager and each of its Affiliates have been fully removed from any guarantee and indemnity obligations they may have with respect to any Loan. In case of the removal or resignation of the Manager, Class A Owners holding a majority of the Beneficial Interests, with the prior written consent of the Lender, if required, may appoint a successor manager by written instrument. Notwithstanding anything to the contrary herein, if upon the resignation of the Manager it designates a successor Manager within 10 days of its notice of resignation, such designated Manager shall become the successor Manager without further action by the Class A Owners. If a successor manager shall not have been appointed within 60 days after the Manager gives notice of its resignation or is removed, any of the Owners (including Class A Owners), may apply to any court of competent jurisdiction in the United States to appoint a successor manager to act until such time, if any, as a successor manager shall have been appointed as provided above and provided that, if required, the consent of the Lender is obtained if the Loan is outstanding. Any successor manager so appointed by such court shall immediately and without further act be superseded by a successor manager appointed as provided above within one year from the date of the appointment by such court. Any successor manager, however appointed, shall execute and deliver to its predecessor Manager an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the rights, powers and duties of the predecessor Manager in the trusts hereunder with like effect as if originally named the Manager herein. Upon the written request of such successor manager, such predecessor Manager shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the rights, powers and duties of such predecessor Manager. Any right of the Owners against a predecessor Manager in its individual capacity shall survive the resignation or removal of such predecessor Manager, the dissolution and termination of the Trust and the termination, amendment, supplement and/or restatement of this Agreement. Notwithstanding the foregoing, and without regard to whether or not the Operating Partnership owns an Interest, the Operating Partnership or its designee shall have the sole and exclusive right (except for Cause as set forth above) to remove and replace the Manager at any time with a substitute manager of its choosing. The terms of this Section 5.7 are subject to the terms and conditions of the Loan Documents.

5.8 Rights and Powers of Depositor Prior to Conversion Notice. Prior to the issuance of the Conversion Notice, the Depositor shall have the right and power, at its sole discretion (but subject to the restrictions in Section 3), to:

5.8.1 Contribute additional assets to the Trust;

5.8.2 Cause the Trust to negotiate or re-negotiate loans or leases; and

5.8.3 Cause the Trust to sell all or any portion of its assets and re-invest the proceeds of such sale or sales.

It is expressly understood by the Depositor that these powers are inconsistent with the ability to classify the Trust as an “investment trust” under Treasury Regulations Section 301.7701-4(c), and the Trust shall not be so classified prior to the issuance of the Conversion Notice.

5.9 Issuance of Conversion Notice. The Depositor may, at any time in its sole discretion, issue the Conversion Notice to the Manager, with a copy to the Trustee which Conversion Notice will cause the Trust to constitute an investment trust beginning the next calendar day. Upon issuance of the Conversion Notice, the Depositor shall no longer have any of the rights or powers set forth in Section 5.8. Instead, the Depositor shall have the same rights and powers as apply to a Class A Owner (as set forth in Section 6.2). In no event may any Class A Interests be issued to Investors until at least the next Business Day after the Conversion Date.

5.10 Reports by Manager. The Manager shall furnish annual reports to each of the Owners as to the amounts of rent received from the Tenant, the expenses incurred by the Trust, the amount of any Reserves and other amounts applied to meet requirements under the Loan Documents, and the amount of cash distributed by the Trust to the Owners.

Beneficial Interests.

6.1 Confirmation of Purchase of Class A Interests.

6.1.1 On the Effective Date, only Class A Interests in the Trust shall be outstanding, all of which shall be owned by the Depositor. The Percentage Share of the Class A Owner prior to the issuance of any Class A Interests to Investors shall be 100%.

6.1.2 No earlier than the next Business Day after the Conversion Date, a Class A Interest shall be issued to each Investor who has executed a Purchase Agreement, been accepted as an Investor by the Trust and contributed all cash required by it to be contributed to the Trust. No portion of the cash contributed by the Investors to the Trust will be placed into any Reserves with respect to the Projects. The amount of cash contributed by, and the Percentage Share of, each Investor shall be set forth in the Purchase Agreement for each Investor.

6.2 Rights and Powers of Class A Owners. Other than the rights set forth in Section 5.7 of the this Agreement, which rights expressly supersede the provisions of this Section 6.2, the sole right of the Class A Owners shall be to receive distributions from the Trust as a result of the Trust’s ownership or sale of the Projects. The Class A Owners shall not have the right or power to direct in any manner the actions of the Trust, the Tenant, the Depositor or the Manager in

connection with the management or operation of the Trust or the Projects (other than the rights set forth in Section 5.7 of this Agreement). The Class A Owners shall have no voting rights, including as to whether or not the Projects are sold pursuant to this Agreement (other than the rights set forth in Section 5.7 of this Agreement). In addition, the Class A Owners shall not have the right or power to:

6.2.1 Contribute additional assets to the Trust;

6.2.2 Cause the Trust to negotiate or re-negotiate loans or leases; or

6.2.3 Cause the Trust to sell all or any portion of its assets and re-invest the proceeds of such sale or sales.

6.3 Contributions by the Class A Owners: Issuance of Class A Interests and Reduction in Depositor’s Class A Interests. All cash contributed by Investors in exchange for Class A Interests shall be used by the Trust to repurchase a corresponding portion of the Class A Interests then held by the Depositor. With respect to each contribution by a Class A Owner and related repurchase of a portion of the Class A Interests then held by the Depositor, the reduction of the Percentage Share of the Depositor shall be equal to the Percentage Share granted by the Trust to the contributing Class A Owner. All funds received by the Trust from the Investors shall be used to repurchase a corresponding portion of the Class A Interests then held by the Depositor, so that in no event may such repurchase result in a net increase or decrease in the corpus of the Trust.

The Manager agrees to use its best efforts to cause the Trust to sell all Class A Interests within 365 days from the Conversion Date.

6.4 Agreement to be Bound. Any Owner shall be deemed, by virtue of executing the Signature Page to be bound by the provisions of this Agreement.

6.5 Ownership Records. The Manager shall at all times be the Person at whose office a request for transfer or for exchange and where notices and demands to or upon the Trust in respect of a Beneficial Interest may be served. The Manager shall keep Ownership Records, which shall include records of the transfer and exchange of Beneficial Interests. Notwithstanding any provision of this Agreement to the contrary, transfer of a Beneficial Interest in the Trust, or of any right, title or interest therein, shall occur only upon and by virtue of the entry of such transfer in the Ownership Records.

6.6 Restrictions on Transfer. Subject to compliance with applicable federal and state securities laws, the terms of this Agreement and any requirements in the Loan Documents, all or any portion of the Beneficial Interest of any Owner may be assigned or transferred without the prior consent of any of the Trust, the Trustee, the Depositor, the Manager and the other Owners. All expenses of any such transfer shall be paid by the assigning or transferring Owner. Any transfer that results in a violation of this Section 6.6 shall, to the fullest extent permitted by law, be null, void and of no effect whatsoever.

6.7 Conditions to Admission of New Owners. An assignee or transferee of the Beneficial Interest of an Owner shall only become an Owner upon such assignee’s or transferee’s written acceptance and adoption of this Agreement, as manifested by its execution and delivery to the Manager of a counterpart signature page substantially in the form of Exhibit C (the “Signature Page”). The Manager shall provide copies of such document to the Trustee.

6.8 Limit on Number of Owners. Notwithstanding anything to the contrary in this Agreement, (i) at no time shall the number of Owners exceed 480 Persons and (ii) at no time shall the Trust permit 25% or more of the Beneficial Interests to be acquired by retirement and other plans subject to ERISA. Any transfer that results in a violation of this Section 6.8 shall, to the fullest extent permitted by law, be null, void and of no effect whatsoever.

6.9 Representations, Warranties, Acknowledgements and Agreements of Owners.

6.9.1 Each Owner hereby accepts and reconfirms the representations and warranties contained in that certain Purchase Agreement, including but not limited to, Section 5 in the Purchase Agreement.

6.9.2 Each Owner hereby represents and warrants that (i) to the extent applicable, the execution, delivery and performance of this Agreement (A) has been duly authorized by such Owner, (B) does not require such Owner to obtain any consent or approval that has not been obtained and (C) does not contravene or result in a default under (1) any provision of any law or regulation applicable to such Owner, (2) the governing documents of such Owner or (3) any agreement or instrument to which such Owner is a party or by which such Owner is bound and (ii) this Agreement is valid, binding and enforceable against such Owner in accordance with its terms.

6.9.3 Each Owner hereby represents and warrants that it is (i) a citizen or resident of the U.S. (including certain former citizens and former long-term residents), (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S. or of any political subdivision thereof, (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of the source of such income or (iv) a trust, if (A) the administration of the trust is subject to the primary supervision of a U.S. court and the trust has one or more U.S. persons with authority to control all substantial decisions or (B) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

6.9.4 Each Class A Owner hereby represents and warrants that it shall, for federal income tax purposes, report the purchase of its Class A Interest as a purchase by it of a direct ownership interest in the Projects.

6.9.5 Each Owner hereby (i) acknowledges and agrees that it has no ability to (A) seek partition of the Trust Estate or petition for a portion of the assets of the Trust or (B) file, or consent to the filing of, a petition in bankruptcy on behalf of the Trust and (ii) consents that it shall not take any action that consents to, aids, supports, solicits or otherwise cooperates in the filing of an involuntary bankruptcy proceeding involving the Trust.

6.10 Status of Relationship. This Agreement shall not be interpreted to impose a partnership or joint venture relationship on the Owners either at law or in equity. Accordingly, no Owner shall have any liability for the debts or obligations incurred by any other Owner, with respect to the Trust Estate or otherwise, and no Owner shall have any authority, other than as specifically provided herein, to act on behalf of any other Owner or to impose any obligation with respect to the Trust Estate. Neither the power to provide direction to the Trustee, the Manager or any other Person, nor the exercise thereof by any Owner, shall cause such Owner to have duties (including fiduciary duties) or liabilities relating thereto to the Trust or to any Owner.

6.11 Owners and the Trust. The Owners shall not have legal title to the Trust Estate. The death, incapacity, dissolution, termination or bankruptcy of any Owner shall not result in the termination or dissolution of the Trust. No Owner has (i) an interest in specific Trust property or (ii) except as expressly provided herein, any right to demand and receive from the Trust an in-kind distribution of the Trust Estate or any portion thereof. Each Owner expressly waives any right, if any, under the Act to seek a judicial dissolution of the Trust, to terminate the Trust or, to the fullest extent permit by law, to partition the Trust Estate.

Distributions and Reports.

7.1 Distributions in General. The Manager shall distribute the Trust’s net cash flow to the Owners in accordance with their Percentage Share on a monthly basis (beginning with the month after acquiring the Project), after (i) paying or reimbursing the Manager for any fees or expenses incurred by the Manager on behalf of the Trust (including fees of the Trustee and the Manager), (ii) retaining such additional amounts as the Manager determines are necessary to pay anticipated ordinary current and future Trust expenses and taxes (“Reserves”) and (iii) to satisfy debt service and related expenses on the Loan and any other requirements imposed under the Loan Documents. Reserves and any other cash retained pursuant to this Section 7.1 shall be invested by the Manager only in Permitted Investments. All amounts distributable to the Owners pursuant to this Agreement shall be paid by check or in immediately available funds by transfer to a banking institution with bank wire transfer facilities for the account of such Owner, as instructed from time to time by such Owner on or before the last Business Day of each calendar quarter.

7.2 Distributions upon Dissolution. In the event of the Trust’s dissolution in accordance with Section 9, all of the Trust Estate as may then exist after the winding up of its affairs in accordance with the Act (including, without limitation, subsections (d) and (e) of Section 3808 of the Act) and providing for all costs and expenses, including any income or transfer taxes which may be assessed against the Trust, whether or not by reason of the dissolution of the Trust shall be distributed to those Persons (or on behalf of the Owners as set forth in Section 9.2) who are then Owners in proportion to their respective Percentage Shares. Upon winding up the affairs of the Trust, the Manager shall provide the Trustee written confirmation of the dissolution and the completion of winding up of the Trust and shall authorize and direct the Trustee to execute and file in the office of the Secretary of State a certificate of cancellation in accordance with the Act.

7.3 Cash and Other Accounts. Subject to the Loan Documents, the Manager shall be responsible for receiving all cash from the Tenant and placing such cash into one or more accounts as required under the distribution and investment obligations of the Trust under Section 7.1.

Reliance; Representations; Covenants.

8.1 Good Faith Reliance. Neither any Trustee nor the Manager shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably and in good faith believed by such Trustee or the Manager to be genuine and signed by the proper party or parties thereto. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Trustee and the Manager may for all purposes hereof rely on a certificate, signed by or on behalf of the Person executing such certificate, as to such fact or matter, and such certificate shall constitute full protection of the Trustee and/or the Manager for any action taken or omitted to be taken by them in good faith in reliance thereon. The Trustee and the Manager may conclusively rely upon any certificate furnished to such Person that on its face conforms to the requirements of this Agreement. Each of the Trustee and the Manager may (i) exercise its powers and perform its duties by or through such attorneys and agents as it shall appoint with due care, and it shall not be liable for the acts or omissions of such attorneys and agents and (ii) consult with counsel and other experts, and shall be entitled to rely upon the advice of counsel and other experts, selected by it in good faith and shall be protected by the advice of such counsel and other experts in anything done or omitted to be done by it in accordance with such advice. In particular, no provision of this Agreement shall be deemed to impose any duty on any Trustee or the Manager to take any action if such Person shall have been advised by counsel that such action may involve it in personal liability or is contrary to the terms hereof or to applicable law. For all purposes of this Agreement, the Trustee shall be fully protected in relying upon the most recent Ownership Records delivered to the Trustee by the Manager.

8.2 No Representations or Warranties as to Certain Matters.

8.2.1 NEITHER THE TRUSTEE NOR THE MANAGER, EITHER WHEN ACTING HEREUNDER IN ITS CAPACITY AS A TRUSTEE OR MANAGER OR IN ITS INDIVIDUAL CAPACITY, MAKES OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED, WITH REGARD TO THE TRUST ESTATE OR ANY PART THEREOF, AS TO (i) TITLE, LOCATION, VALUE, CONDITION, WORKMANSHIP, DESIGN, COMPLIANCE WITH SPECIFICATIONS, CONSTRUCTION, OPERATION, MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE, (ii) ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, (iii) ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, (iv) ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR (v) ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED.

8.2.2 NEITHER THE TRUSTEE NOR THE MANAGER, EITHER WHEN ACTING HEREUNDER AS A TRUSTEE OR MANAGER OR IN ITS INDIVIDUAL CAPACITY, MAKES ANY REPRESENTATION, WARRANTY OR COVENANT AS TO THE VALIDITY OR ENFORCEABILITY OF TRANSACTION DOCUMENTS OR AS TO THE CORRECTNESS OF ANY STATEMENT CONTAINED IN ANY THEREOF, EXCEPT AS EXPRESSLY MADE BY SUCH TRUSTEE OR THE MANAGER IN ITS INDIVIDUAL CAPACITY. EACH OF THE TRUSTEE AND THE MANAGER REPRESENTS AND WARRANTS TO THE BENEFICIAL OWNERS THAT IT HAS AUTHORIZED, EXECUTED AND DELIVERED THIS AGREEMENT.

Termination.

9.1 Termination in General. The Trust shall not have perpetual existence and instead shall be dissolved and wound up in accordance with Section 3808 of the Act after the issuance of the Conversion Notice, upon the first to occur of a Complete Transfer Distribution or the sale of the last Project pursuant to Section 9.3, at which time each Owner’s Percentage Share of the Trust Estate shall be distributed to such Owner in accordance with Section 7.2 in full and complete satisfaction and redemption of its Beneficial Interests.

9.2 Transfer Distribution. Subject to the terms and conditions of the Loan Documents and, if applicable, Section 3.3, and upon the first to occur of (a) a sale of the Trust Estate pursuant to Section 9.3 or (b) if the Conversion Notice has been issued and the Manager determines that (i) the Tenant has failed to timely pay rent due under the Leases after the expiration of any applicable notice and cure provisions in the Leases, if any, (ii) the Tenant files for bankruptcy, seeks appointment of a receiver, makes an assignment for the benefit of its creditors or there occurs any similar event, or (iii) the Trust is otherwise in violation of Section 3.2.3, and if the Manager determines in writing that dissolution of the Trust is necessary and appropriate to preserve and protect the Trust Estate for the benefit of the Owners, then the Manager shall take one of the following actions: (1) to the extent circumstances described in this Section 9.2 apply to all of the Trust Estate, then the Manager shall (A) dissolve and wind up the Trust in accordance with Section 3808 of the Act by transferring title to the assets comprising the Trust Estate to a newly formed Delaware limited liability company (the “Springing LLC”) that has a limited liability company agreement substantially similar to that set forth in Exhibit D, and (B) causing the limited liability company interests in the Springing LLC to be distributed to the Owners in complete satisfaction of their Beneficial Interests in order to consummate the dissolution of the Trust (a “Complete Transfer Distribution”); or (2) to the extent the circumstances described in Section 9.2 apply to less than all of the Trust Estate (i.e., one or more but less than all of the Projects), then the Trust shall not terminate but rather the Manager shall (A) transfer title to the relevant Project or Projects to one or more newly formed Delaware limited liability company(ies) (any such company, a “Restructure Springing LLC”) that has a limited liability company agreement substantially similar to that set forth in Exhibit D, and (B) distribute the limited liability company interests in the Restructure Springing LLC to the Owners in partial liquidation of the Trust (a “Partial Transfer Distribution”). To the fullest extent permitted by applicable law, the Manager shall be fully protected in any such determination made in good faith, and shall have no liability to any Person, including without limitation the Owners, with respect thereto, and each Owner hereby releases Manager from any liability (and waives any rights to claims) with respect to any such determination made in good faith. If a determination has been made to dissolve the Trust under this Section 9.2, the Manager may, in its discretion and upon advice of counsel, utilize such other form of transaction (including, without limitation, a conversion of the Trust into a limited liability company if then permitted by applicable law) to accomplish the transaction contemplated by the Complete Transfer Distribution or Partial Transfer Distribution, provided that such alternative form of transaction is entered into to preserve and protect the Trust Estate for the benefit of the Owners and is in compliance with the Act.

9.3 Sale of the Projects.

9.3.1 The Trust shall sell the Projects (which for purposes of this Section 9.3 shall mean all of the underlying properties that comprise the Projects) at any time after the Projects have been held by the Trust for at least three years in the sole discretion of the Manager. The Projects may be sold separately and at different times, subject to the Loan Documents. The Manager shall sell the Trust Estate, and is hereby authorized and directed to sell the Trust Estate, at any time after the third anniversary of the Conversion Date upon a determination by the Manager (in its sole discretion) that a sale of the Trust Estate is appropriate. In connection with any sale of the Projects under this Section 9.3, the Manager shall be responsible for (i) providing notice to the Trustee that a sale of the Trust Estate is appropriate, (ii) conducting the sale of the Projects and (iii) subject to Section 3808 of the Act, after paying all amounts due to the Trustee and Manager hereunder, and the Lender, if any, distributing the balance of the Trust Estate (net of any closing costs and fee due to the Manager) to the Owners in full and complete satisfaction of their Beneficial Interests. The Manager is expressly instructed to take all reasonable action that would enable the sale to qualify with respect to each Owner as a like-kind exchange within the meaning of Section 1031 of the Code. Any sale of the Projects shall be on an “as is, where is” basis and without any representations or warranties by the Trust, any Trustee or the Manager (other than as to ownership of the Projects and authority to enter into the sale). The Trust may engage third-party real estate brokers to assist in the sale of the Projects and pay customary fees in addition to any fees paid pursuant to Section 9.5.

9.4 Liability of Manager. To the fullest extent permitted by law, the Manager shall be fully protected in any determination made in good faith pursuant to Sections 9.2 and 9.3 and shall have no liability to any Person, including without limitation the Owners, Trust or the Trustee, with respect thereto.

9.5 Certificate of Cancellation. Upon the completion of the dissolution and winding up of the Trust and upon receipt of a signed direction from the Manager, the Trustee shall, as appropriate, cancel the Certificate of Trust or reflect the conversion contemplated by Section 9.2.2 by executing and causing a certificate of cancellation or certificate of conversion to be filed in the office of the Secretary of State (as well as undertaking any other means then required under applicable law).

Fair Market Value Option.

10.1 Investors’ Grant of Option. By executing this Agreement, each of the Investors does hereby grant to the Operating Partnership, its affiliates, successors or assigns (in such capacity, the “Option Holder”) the right (the “Fair Market Value Option”), but not the obligation, to require that each such Investor to exchange his, her or its Class A Interest(s) for limited partnership units (the “OP Units”) in the Operating Partnership (subject to Section 10.7). Such OP Units shall be denominated as Class T OP Units, provided, however, that each Investor will be provided the ability to elect, subject to satisfying the criteria set forth in CFIT’s prospectus, to receive certain other classes of OP Units in lieu of Class T OP Units on such terms and conditions

as the Option Holder may determine at the time of the exercise of the Fair Market Value Option. The OP Units will be uncertificated and in book-entry form. For the avoidance of doubt, the Operating Partnership may, in its sole and absolute discretion, assign the Fair Market Value Option to any wholly owned subsidiary or successor entity of the Operating Partnership, or any party acquiring, or the successor to, a significant portion (as determined by the Operating Partnership in its sole and absolute discretion) of the Operating Partnership’s assets.

10.2 Investors’ Cash Election. Notwithstanding Section 10.1, if the Option Holder exercises the Fair Market Value Option, then each Investor may elect (by following the procedure specified in Section 10.4.2 below) to sell his, her or its Class A Interest(s) to the Operating Partnership for cash rather than exchange such Class A Interest(s) for OP Units; provided, however, the Option Holder may, in its sole discretion, impose a maximum amount of cash (the “Cash Amount Cap”) payable to Cash Election Investors (as defined in Section 10.4.2 below); provided, further, the Option Holder expects that at least twenty- five percent (25%) of the aggregate consideration offered to all Investors in connection with its exercise of the Fair Market Value Option will be cash. For the avoidance of doubt, the Investors will not have the right to continue to retain a Class A Interest in the Trust following the Option Holder’s exercise of its Fair Market Value Option.

10.3 Timing of Exercise. Notwithstanding anything to the contrary, the Option Holder may not exercise the Fair Market Value Option until the second (2nd) anniversary of the completion or other termination of the offering of Class A Interests to Investors pursuant to a Confidential Private Placement Memorandum with respect to the Class A Interests in the Trust.

10.4 Procedure.

10.4.1 The Option Holder shall exercise the Fair Market Value Option by delivering to the Investors a Notice of Exercise, a form of which is attached as Exhibit G to this Agreement. The date shown on the Notice of Exercise is herein referred to as the “Exercise Date.”

10.4.2 If an Investor desires to sell his, her or its Class A Interest(s) to the Operating Partnership for the cash, then he, she or it shall so notify the Option Holder in writing (the “Cash Election Notice”) within ten (10) business days of the Exercise Date (the “Cash Election Deadline”). Investors who provide a Cash Election Notice to the Option Holder by the Cash Election Deadline are herein referred to individually as a “Cash Election Investor” and collectively as “Cash Election Investors.” Any Investor who does not provide a Cash Election Notice to the Option Holder by the Cash Election Deadline will be deemed to have agreed to exchange his, her or its Class A Interest(s) for OP Units.

10.4.3 Each Investor will receive an amount of OP Units or an amount of cash (the “Cash Amount”), as applicable, with an aggregate value equal to the fair market value of such Investor’s Class A Interest as of the Exercise Date (the “Interest FMV”); provided, however, if the aggregate amount of cash requested by all Cash Election Investors exceeds the Cash Amount Cap, then each Cash Election Investor will receive (A) an amount of cash equal to the product of (I) a fraction, the numerator of which is such Cash Election Investor’s Percentage Share and the denominator of which is the aggregate Percentage Share of all Cash Election Investors, and (II) the Cash Amount Cap (such product, the “Modified Cash Amount”), and (B) an amount of OP

Units with a value equal to such Investor’s Interest FMV less such Investor’s Modified Cash Amount; provided, further, the Cash Amount or Modified Cash Amount payable to each Cash Investor shall be reduced by a fee equal to 1.0% of such Cash Amount or Modified Cash Amount (the “Redemption Fee”) and the Redemption Fee shall be paid to Cantor Fitzgerald Income Advisors, LLC. In conjunction with its determination of the amount of OP Units, the Cash Amount (less the Redemption Fee) or the amount of OP Units and the Modified Cash Amount (less the Redemption Fee) that each Investor shall receive, the Operating Partnership shall determine the Unit FMV, each Investor’s Interest FMV, and the Real Estate FMV in accordance with Section 11.05 below.

10.4.4 Each Investor will execute such documents and provide such signatures as the Option Holder or Operating Partnership may reasonably require in connection with the exercise of the Fair Market Value Option, including, but not limited to, executed copies of any required transfer tax returns, an affidavit of non-foreign status under Code Section 1445, evidence of due authorization, execution and delivery in connection with the transfer of the Class A Interest, and any other additional customary and commercially reasonable documentation required to effectuate the transfer to the Operating Partnership.

10.4.5 Once the Option Holder and the Operating Partnership have received any and all documents and signatures required in connection with the exercise of an Fair Market Value Option (such date of final receipt, the “Receipt Date”), the Operating Partnership shall transfer:

(a) to any Investor who is not a Cash Election Investor, the OP Units to which such Investor is entitled within sixty (60) business days of the Receipt Date; and

(b) to any Cash Election Investor, (I) the Cash Amount (less the Redemption Fee) or (II) the OP Units and the Modified Cash Amount (less the Redemption Fee) to which such Cash Election Investor is entitled within one hundred eighty (180) days of the Receipt Date.

10.5 Federal Income Tax Treatment. The Investors’ transfer of their Interests to the Operating Partnership in exchange for OP Units pursuant to the Fair Market Value Option is intend to qualify as a tax-deferred exchange under Code Section 721.

10.6 Tax Protection Agreement. Each Investor who transfers his, her or its Interest to the Operating Partnership in exchange for OP Units pursuant to the Fair Market Value Option will be offered the opportunity to enter into a Tax Protection Agreement, in the form attached hereto as Exhibit H, with CFIT and the Operating Partnership.

10.7 Determination of Fair Market Value.

10.7.1 Fair Market Value of OP Units. The Operating Partnership shall determine the fair market value of the OP Units as of the Exercise Date by reference to the most recently determined (prior to the Exercise Date, pursuant to valuation procedures determined by the management of CFIT and described in CFIT’s prospectus) net asset value (“NAV”) per share of the class of CFIT Common Stock that corresponds to the class of OP Units that the Investor is receiving, provided, however, that if such NAV calculations are not being performed at the time of the exercise of the Fair Market Value Option, such fair market value of the OP Units shall be determined by the management of CFIT in good faith at such time (the “Unit FMV”).

10.7.2 Fair Market Value of Class A Interests. The Operating Partnership, in its sole discretion, shall determine each Investor’s Interest FMV by multiplying:

(a) the Investor’s Percentage Share by

(b) the fair market value of the Projects (less the outstanding amount of the Loan) as of the Exercise Date (the “Real Estate FMV”) as determined by an independent appraisal firm selected by the Operating Partnership.

For the avoidance of doubt, no discounts for lack of liquidity or minority interests shall be considered in determining an Investor’s Interest FMV.

10.8 Continued Existence of Trust. Notwithstanding anything to the contrary in this Agreement, the Trust shall survive the Option Holder’s exercise of the Fair Market Value Option; provided, however, once the Operating Partnership has delivered the OP Units, the Cash Amount (less the Redemption Fee), or the OP Units and the Modified Cash Amount (less the Redemption Fee) to the Investors pursuant to Section 10.4.5, the Trust shall take any and all necessary actions to cease to be treated as a fixed investment trust under Regulations Section 301.7701-4(c) and instead be treated as a “disregarded entity” under Regulations Section 301.7701-3 for federal income tax purposes.

10.9 Assignment of Fair Market Value Option; Substitute for OP Units. In the event of the assignment of the Fair Market Value Option, if the Option Holder exercises the Fair Market Value Option, and if OP Units are no longer available to be used as consideration in connection therewith, the Option Holder will have the right, in lieu of such OP Units, to issue consideration in the form of ownership interests in such Option Holder or its designee, on terms and conditions (including the determination of the value of such ownership interests and the income tax consequences to the Investors resulting from the receipt of such ownership interests in exchange for Class A Interests pursuant to the exercise of the Fair Market Value Option) as consistent as practicable as determined by the Option Holder in good faith with the terms described in this Article 10.

Miscellaneous.

11.1 Limitations on Rights of Other Persons. Nothing in this Agreement, whether express or implied, shall provide to any Person, other than the Depositor, the Trustee, the Manager, the Owners and the Trust, any legal or equitable right, remedy or claim hereunder.

11.2 Successors and Assigns. All covenants and agreements contained herein shall be binding upon and inure to the benefit of the Depositor, the Trustee, the Manager, the Owners, and the Trust and their respective successors and assigns, all as herein provided. Any request, notice, direction, consent, waiver or other writing or action by any such Person shall bind its successors and assigns.

11.3 Usage of Terms. With respect to all terms in this Agreement: (i) the singular includes the plural and the plural includes the singular, (ii) words importing any gender include the other gender; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form, (iii) references to agreements and other contractual instruments include all subsequent amendments thereto or changes therein, (iv) references to Persons include their successors and permitted assigns and (v) the term “including” means “including without limitation.”

11.4 Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

11.5 Amendments. To the fullest extent permitted by applicable law, neither this Agreement nor any term or provision hereof may be amended, supplemented, waived, discharged or terminated orally, but, subject to Section 3.3, only by a signed writing executed by and among the Manager and the parties adversely affected, if any.

11.6 Notices. All notices, consents, directions, approvals, instructions, requests and other communications required or permitted by the terms hereof shall be in writing, and given by (i) overnight courier or (ii) hand delivery, and shall be deemed to have been duly given when received. Notices shall be provided to the parties at the addresses specified below.

If to the Depositor or
the Operating Partnership:	Cantor Fitzgerald Income Trust Operating Partnership, L.P.
	110 East 59th Street
	New York, New York 10022
	ATTN: Chris A. Milner
	Email: cmilner@cantor.com
	with a copy to:
	Seyfarth Shaw LLP
	233 S. Wacker Drive
	Suite 8000
	Chicago, Illinois 60606-6448
	Attention: Steven Meier
	Facsimile: (312) 460-7548
	Telephone: (312) 460-5548
If to the Manager:	CF Net Lease Portfolio Manager IV, LLC
	110 East 59th Street
	New York, New York 10022
	ATTN: Chris A. Milner
	Email: cmilner@cantor.com

	with a copy to:
	Seyfarth Shaw LLP
	233 S. Wacker Drive
	Suite 8000
	Chicago, Illinois 60606-6448
	Attention: Steven Meier
	Facsimile: (312) 460-7548
	Telephone: (312) 460-5548
If to the Trust	CF Net Lease Portfolio IV DST
	110 East 59th Street
	New York, New York 10022
	ATTN: Chris A. Milner
	Email: cmilner@cantor.com
If to the Trustee:	Delaware Trust Company
	251 Little Falls Drive
	Wilmington, Delaware 19808
	Attn: Corporate Trust Administration
	Facsimile: (302) 636-8666
	Email: trust@delawaretrust.com
If to the Lender:	Citigroup Global Markets Realty Corp.
	390 Greenwich Street, 7th Floor
	New York, New York 10013

with a copy to:

Katten Muchin Rosenman LLP

550 S. Tryon Street, Suite 2900

Charlotte, NC 28202-4213

Attention: Daniel S. Huffenus

If to an Owner, at such Person’s address as specified in the most recent Ownership Records.

From time to time the Depositor, the Trustee, the Trust or the Manager may designate a new address for purposes of notice hereunder by notice to the others and any Owner may designate a new address for purposes of notice hereunder by notice to the Manager.

11.7 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware (without regard to conflict of law principles). The laws of the State of Delaware pertaining to trusts (other than the Act) shall not apply to this Agreement.

11.8 Venue. Any action relating to or arising out of this Agreement shall be brought only in a court of competent jurisdiction located in New York, New York.

11.9 Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

11.10 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction only, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, each of the parties hereby waives any provision of applicable law that renders any such provision prohibited or unenforceable in any respect.

11.11 Signature of Class A Owners. Each Investor will execute the Signature Page for Owners of the Trust in substantially the form set forth on Exhibit D in connection with its acquisition of Class A Interests. By executing this Agreement or the Signature Page, as applicable, each Owner hereby (x) acknowledges and agrees to be bound by the terms of this Agreement and the LLC Agreement when and if the Springing LLC is formed and (y) in furtherance of the foregoing, hereby grants to the Manager (including any successor to the initial Manager named herein), a special and limited power of attorney, as the attorney-in-fact for such Investor, with full power and authority, in the name and on behalf of such Owner: (i) to execute and acknowledge, and to swear to the execution and acknowledgment of, the LLC Agreement and (ii) to execute and deliver such other documents, and to take such other acts, as are not inconsistent with the provisions of this Agreement and the Manager deems necessary or desirable for the purpose of effecting a Transfer Distribution and the formation and organization of the Springing LLC in connection therewith. The foregoing power of attorney may be exercised by the Manager, as manager of the Springing LLC, for such Owner by the signature of the Manager acting as attorney-in-fact for such Owner or by such other method as may be required or requested in connection with the recording or filing of any instrument or other document so executed. In light of such Owner’s agreement to be bound by the LLC Agreement pursuant to this Section 11.11, each Owner hereby acknowledges and agrees that (i) such Owner shall be deemed to have executed the LLC Agreement when executed by its attorney-in-fact named herein and (ii) the LLC Agreement shall be fully enforceable against such Owner, notwithstanding the lack of such Owner’s actual signature thereon.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the day and year first above written.

THE TRUSTEE:
Delaware Trust Company, a Delaware corporation
By:	/s/ James L. Grier
Name:	James L. Grier
Title:	Assistant Vice President
THE DEPOSITOR AND THE OPERATING PARTNERSHIP:		THE MANAGER:
Cantor Fitzgerald Income Trust Operating Partnership, L.P., a Delaware limited partnership		CF Net Lease Portfolio Manager IV, LLC, a Delaware limited liability company
By: Cantor Fitzgerald Income Trust, Inc., its general partner		By: CF DST Holdings, LLC, a Delaware limited liability company,<br><br><br>its sole member
		By:	/s/ Chris A. Milner
			Chris A. Milner, President
By:	/s/ Chris A. Milner
	Chris A. Milner, President

Signature Page to Second Amended and Restated Trust Agreement