RODIN INCOME TRUST, INC. - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations.

Edgar Glimpses |
The following discussion should be read in conjunction with the consolidated
financial statements and notes thereto appearing elsewhere in this Quarterly
Report on Form 10-Q. In addition to historical data, this discussion contains
forward-looking statements about Rodin Income Trust, Inc.'s (the "Company")
business, operations and financial performance based on current expectations
that involve risks, uncertainties and assumptions. The Company's actual results
may differ materially from those in this discussion as a result of various
factors, including but not limited to those discussed under "Risk Factors" in
the Company's Registration Statement on Form S-11 (File No. 333-221814) (the
"Registration Statement"), under Item 1A. Risk Factors in the Company's Annual
Report on Form 10-K for the year ended , and elsewhere in this
Quarterly Report on Form 10-Q. The Company does not undertake to revise or
update any forward-looking statements.

Forward-Looking Statements


This Form 10-Q contains forward-looking statements about the Company's business,
including, in particular, statements about the Company's plans, strategies and
objectives. You can generally identify forward-looking statements by the
Company's use of forward-looking terminology such as "may," "will," "expect,"
"intend," "anticipate," "estimate," "believe," "continue" or other similar
words. These statements include the Company's plans and objectives for future
operations, including plans and objectives relating to future growth and
availability of funds, and are based on current expectations that involve
numerous risks and uncertainties. Assumptions relating to these statements
involve judgments with respect to, among other things, future economic,
competitive and market conditions and future business decisions, all of which
are difficult or impossible to accurately predict and many of which are beyond
the Company's control. Although the Company believes the assumptions underlying
the forward-looking statements, and the forward-looking statements themselves,
are reasonable, any of the assumptions could be inaccurate and, therefore, there
can be no assurance that these forward-looking statements will prove to be
accurate and the Company's actual results, performance and achievements may be
materially different from that expressed or implied by these forward-looking
statements. In light of the significant uncertainties inherent in these forward
looking statements, the inclusion of this information should not be regarded as
a representation by the Company or any other person that the Company's
objectives and plans, which the Company considers to be reasonable, will be
achieved.

Factors that could cause the Company's results to be materially different include, but are not limited to the following:

• the ability of the Company's to successfully raise capital in the Offering

(as defined below);

• the Company's dependence on the resources and personnel of Rodin Income

Advisors, LLC (the "Advisor"), Cantor Fitzgerald Investors, LLC ("CFI"),

        and their affiliates, including the Advisor's ability to source and close
        on attractive investment opportunities on the Company's behalf;


  • the performance of the Advisor and CFI;


• the Company's ability to deploy capital quickly and successfully and

achieve a diversified portfolio consistent with target asset classes;


  • the Company's ability to access financing for its investments;


  • the Company's liquidity;

• the Company's ability to make distributions to its stockholders, including

from sources other than cash flow from operations;

• the effect of paying distributions to stockholders from sources other than

        cash flow provided by operations;


  • the lack of a public trading market for the Company's shares;

• the impact of economic conditions on the Company's borrowers, tenants and

        others who we depend on to make payments to the Company;


    •   the Advisor's ability to attract and retain sufficient personnel to
        support the Company's growth and operations;


  • the Company's limited operating history;


• difficulties in economic conditions generally and the real estate, debt,

        and securities markets specifically;


  • changes in the Company's business or investment strategy;


  • environmental compliance costs and liabilities;


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                            RODIN INCOME TRUST, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)


• any failure in the Advisor's due diligence to identify all relevant facts

in the Company's underwriting process or otherwise;

• the impact of market and other conditions influencing the availability of

equity versus debt investments and performance of the Company's

investments relative to the Company's expectations and the impact on the

Company's actual return on invested equity, as well as the cash provided

by these investments;

• rates of default or decreased recovery rates on the Company's target

        investments;


  • borrower, tenant and other third party defaults and bankruptcy;


  • the degree and nature of the Company's competition;


  • illiquidity of investments in the Company's portfolio;


  • the Company's ability to finance transactions;


  • the effectiveness of the Company's risk management systems;

• information technology risks, including capacity constraints, failures, or

        disruptions in the Company's systems or those of parties with which we
        interact, including cybersecurity risks and incidents, privacy risk and
        exposure to potential liability and regulatory focus;

• availability of opportunities, including the Advisor's ability to source

and close on debt, select equity and securities investments;

• the Company's ability to realize current and expected returns over the

        life of its investments;


  • the Company's ability to maintain effective internal controls;

• regulatory requirements with respect to the Company's business, as well as

the related cost of compliance;

• the Company's ability to qualify and maintain its qualification as a REIT

for federal income tax purposes and limitations imposed on the Company's

business by the Company's status as a REIT;

• changes in laws or regulations governing various aspects of the Company's

business and non-traded REITs generally, including, but not limited to,

changes implemented by the Department of Labor, the Securities & Exchange

Commission (the "SEC"), or the Financial Industry Regulatory Authority and

        changes to laws governing the taxation of REITs;


    •   the Company's ability to maintain the Company's exemption from
        registration under the Investment Company Act;

• general volatility in domestic and international capital markets and

economies;

• effect of regulatory actions, litigation and contractual claims against

        the Company and its affiliates, including the potential settlement and
        litigation of such claims;

• the impact of any conflicts arising among the Company and CFI and its

        affiliates;


  • the adequacy of our cash reserves and working capital;


  • increases in interest rates;


  • the timing of cash flows, if any, from the Company's investments; and

• other risks associated with investing in the Company's targeted investments.



The foregoing list of factors is not exhaustive. Factors that could have a
material adverse effect on the Company's operations and future prospects are set
forth under Item 1A. Risk Factors in the Company's Annual Report on Form 10-K
for the year ended . The factors set forth in the Risk Factors
section could cause the Company's actual results to differ significantly from
those contained in any forward-looking statement contained in this Quarterly
Report on Form 10-Q.

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                            RODIN INCOME TRUST, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)



Overview

The Company is a Maryland corporation that intends to qualify as a real estate
investment trust ("REIT"), commencing with its 2019 tax year. The Company is
externally managed by the Advisor, a Delaware limited liability company and
wholly-owned subsidiary of the Company's sponsor, CFI. The Company focuses on
originating mortgage and mezzanine loans secured mainly by commercial real
estate located primarily in the U.S., United Kingdom, and other European
Countries. The Company may also invest in commercial real estate securities and
properties. Commercial real estate investments may include mortgage loans,
subordinated mortgage and non-mortgage interests, including preferred equity
investments and mezzanine loans, and participations in such instruments.
Commercial real estate securities may include CMBS, unsecured debt of publicly
traded REITs, debt or equity securities of publicly traded real estate companies
and structured notes.

The Company was incorporated in the State of Maryland on .


The Company's consolidated financial statements include Rodin Income Trust
Operating Partnership, L.P. (the "Operating Partnership"), RIT REIT Sub I, Inc.
("RIT REIT Sub I"), and RIT Lending, Inc. ("RIT Lending"). Both RIT REIT Sub I
and RIT Lending are indirect wholly owned subsidiaries of the Company. The
Company plans to own substantially all of its assets and conduct its operations
through the Operating Partnership. The Company is the sole general partner and a
limited partner of the Operating Partnership and CFI's wholly owned subsidiary,
Rodin Income Trust OP Holdings, LLC (the "Special Unit Holder"), is the sole
special unit holder of the Operating Partnership.

On , the Company was capitalized with a $200,001 investment by
CFI. The Company's Registration Statement for the Offering was declared
effective by the SEC on . As of , the Company satisfied
the Minimum Offering Requirement as a result of CFI's purchase of $2.0 million
in Class I shares at $25.00 per share. As of , the Company had
sold 262,235 Class A shares, 14,379 Class T shares, and 94,655 Class I shares of
common stock in the Primary Offering, as well as 1,159 Class A shares, 2 Class T
shares, and 378 Class I shares in the DRP for aggregate net proceeds of
$8,805,975.

The Company determines its NAV as of the end of each quarter. NAV, as defined,
is calculated consistent with the procedures set forth in the Company's
prospectus and excludes any O&O Costs (as defined below), with such costs to be
reflected in the Company's NAV to the extent the Company reimburses the Advisor
for these costs. The board of directors adjusts the offering prices of each
class of shares such that the purchase price per share for each class equals the
NAV per share as of the most recent valuation date, as determined on a quarterly
basis, plus applicable upfront selling commissions and dealer manager fees, less
Sponsor Support, up to a total of 4.0% of gross offering proceeds from the sale
of Class A shares and Class T shares, and up to a total of 1.5% of gross
offering proceeds from the sale of Class I shares, incurred in connection with
the Offering. The Company intends to publish any adjustment to the NAV and the
corresponding adjustments to the offering prices of its shares ordinarily within
45 days after the end of the applicable fiscal quarter. As of , the
Company's NAV was $23.39 per Class A share, $23.37 per Class T share and $23.39
per Class I share. Accordingly, effective , the new offering
price will be $24.62 per Class A share, $23.85 per Class T share and $23.39 per
Class I share. For further discussion of the Company's NAV calculation, please
see "Net Asset Value".

As of , the Company had made the following investments (collectively, the "Investments"):

• The Company originated, through RIT Lending, an $18 million fixed rate

mezzanine loan (the "Delshah Loan") to DS Brooklyn Portfolio Mezz LLC (the

"Mezzanine Borrower"), an affiliate of Delshah Capital Limited

("Delshah"), for the acquisition of a 28-property multifamily portfolio by

        Delshah located in Brooklyn and Manhattan, NY (each a "Property" and
        collectively the "Portfolio").

• The Company also originated, through RIT Lending, an $8.99 million

floating-rate mezzanine loan (the "East 12th Street Loan"), to DS 531 E.

12th Mezz LLC (the "East 12th Street Mezzanine Borrower"), an affiliate of

Delshah, for the acquisition of a multifamily property by Delshah located

in Manhattan, NY (the "East 12th Street Property"). Approximately $6.83

million of the East 12th Street Loan was funded at closing. As of ,

        2019, approximately $7.30 million of the East 12th Street Loan has been
        funded.


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                            RODIN INCOME TRUST, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)



The Company has no direct employees and has retained the Advisor to manage its
affairs on a day-to-day basis. The Advisor's responsibilities include, but are
not be limited to, providing real estate-related services, including services
related to originating investments, negotiating financing, and providing
property-level asset management services, property management services, leasing
and construction oversight services and disposition services, as needed. The
Advisor is a wholly owned subsidiary of CFI and therefore, the Advisor and CFI
are related parties. The Advisor and its affiliates receive, as applicable,
compensation, fees and expense reimbursements for services related to the
investment and management of the Company's assets. Such affiliated entities
receive fees, expense reimbursements, and distributions (related to ownership of
the Company's common stock) as well as other compensation during the offering,
acquisition, operational and liquidation stages.

The Company is not aware of any material trends or uncertainties, favorable or
unfavorable, other than national economic conditions affecting real estate
generally, that may be reasonably anticipated to have a material impact on
either capital resources or the revenues or income to be derived from acquiring
properties or real estate-related securities, other than those referred to in
the Company's Annual Report on Form 10-K for the year ended .

Operating Highlights

Second Quarter of 2019 Activity

• Repurchased participation interest in the East 12th Street Loan from CFI

in the amount of $1.8 million.

• Issued approximately 84,149 shares of common stock in the Offering for

gross proceeds of approximately $2.0 million.

Portfolio Information

NYC Multi-family Portfolio Mezzanine Loan


On , the Company originated, through RIT Lending, the Delshah
Loan to the Mezzanine Borrower, an affiliate of Delshah, for the acquisition of
the Portfolio. The fee simple interest in the Portfolio is held by DS Brooklyn
Portfolio Owner LLC, a single purpose limited liability company (the "Senior
Borrower") of which the Mezzanine Borrower owns 100% of the membership
interests.

The following table provides certain information about the Delshah Loan:


Loan Type        Loan Amount      Loan Term           Fixed Rate Coupon           Amortization    Loan-to-Value(1)
Mezzanine Loan   $ 18,000,000     10 years      9.10% subject to a potential      Interest only        83.14%
                                               increase on September 22, 2023

Note:(1) Loan-to-Value is calculated as of the date the Delshah Loan was originated.

533 East 12th Street, New York, NY Mezzanine Loan


On , the Company, through RIT Lending, originated the East 12th
Street Loan to the East 12th Street Mezzanine Borrower, an affiliate of Delshah,
for the acquisition of the East 12th Street Property. The fee simple interest in
the East 12th Street Property is held by DS 531 E. 12th Owner LLC, a single
purpose limited liability company (the "East 12th Street Senior Borrower") of
which the East 12th Street Mezzanine Borrower owns 100% of the membership
interests.

The following table provides certain information about the East 12th Street
Loan:

                                                                                      Floating
                                                                                        Rate
Loan Type        Loan Amount       Initial Funding               Loan Term             Coupon     Amortization    Loan-to-Value(1)
Mezzanine Loan   $  8,990,000     $    6,830,000         3 years with two, 1-year       LIBOR     Interest only        84.28%
                                                             extension options         +9.25%

Note: (1) Loan-to-Value is calculated as of the date the East 12th Street Loan

was originated and only includes amounts funded on the date of origination.



The East 12th Street Loan is secured by a pledge of 100% of the equity interests
in the East 12th Street Senior Borrower. The East 12th Street Loan may be
prepaid in its entirety or in part in connection with sales of condominium
units, subject in each case to RIT Lending's receipt of eighteen months of
minimum interest. The term of the East 12th Street Loan is three years, with two
1-year options to extend.

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                            RODIN INCOME TRUST, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)



$6,830,000 of the East 12th Street Loan was funded at closing, and $1,660,000 of
the East 12th Street Loan was withheld and will be advanced to the extent
the East 12th Street Property generates insufficient cash flow to fully cover
payment of interest on the East 12th Street Loan. The remaining portion of the
East 12th Street Loan, $500,000, will remain unfunded and will be advanced to
pay for capital expenditure, broker commissions and tenant improvements
associated with the East 12th Street Property as approved by RIT Lending. No
interest will accrue on the unfunded amounts.

Subsequent to the date the East 12th Street Loan was originated, the Company and
CFI have advanced $472,770 to cover interest shortfalls, reducing the amount
withheld to fully cover payment of interest on the East 12th Street Loan to
$1,187,230. At , the total funded amount for the East 12th Street
Loan was $7,302,770, and the portion of the East 12th Street Loan withheld for
capital expenditure, broker commissions and tenant improvements was unchanged
from the initial balance of $500,000.

Loan Participations Sold

Delshah Loan Participation Agreement


In connection with the origination of the Delshah Loan, RIT Lending entered into
the Delshah Loan Participation Agreement with CFI. The Company originated,
through RIT Lending, the Delshah Loan with (i) cash from the Offering (as
defined below) equivalent to a 5% participation interest in the amount of
$900,000 in the Delshah Loan and (ii) proceeds from the sale to CFI of a 95%
participation interest in the amount of $17,100,000 in the Delshah Loan. The
Company intends, but is not obligated, to repurchase the remaining 95% of the
participation interest in the Delshah Loan from CFI at a purchase price
equivalent to the amount paid for the participation interest by CFI. The Delshah
Loan Participation Agreement provides that participation certificates sold to
CFI represent an undivided beneficial ownership interest in the Delshah Loan.
The Delshah Loan Participation Agreement also specifies the parties' respective
rights with respect to the Delshah Loan. The transactions with CFI were approved
by the Company's board of directors, including by the majority of its
independent directors.

As of , the Company had repurchased participation interests in the
Delshah Loan from CFI in the amount of $400,000, increasing the Company's total
interest to $1,300,000 and representing a 7.22% ownership interest in the
Delshah Loan.

East 12th Street Loan Participation Agreement


In connection with the origination of the East 12th Street Loan, RIT Lending
entered into the East 12th Street Loan Participation Agreement with CFI. The
Company originated, through RIT Lending, the East 12th Street Loan with (i) cash
from the Offering equivalent to a 20.42% participation interest in the amount of
$1,395,000 in the East 12th Street Loan and (ii) proceeds from the sale to CFI
of a 79.58% participation interest in the amount of $5,435,000 in the East 12th
Street Loan, at closing. The Company intends, but is not obligated, to purchase
the remaining 79.58% of the participation interest in the East 12th Street Loan
from CFI at a purchase price equivalent to the amount paid for the participation
interest by CFI. The East 12th Street Loan Participation Agreement provides that
participation certificates sold to CFI represent an undivided beneficial
ownership interest in the East 12th Street Loan. The East 12th Street Loan
Participation Agreement also specifies the parties' respective rights with
respect to the East 12th Street Loan. The transactions with CFI were approved by
the Company's board of directors, including by the majority of its independent
directors.

As of , the Company had repurchased participation interests in the East 12th Street Loan from CFI in the amount of $5,400,000, increasing the Company's total interest in the East 12th Street Loan to 97.17%.


In accordance with ASC 860, the sales of participation interests in the
Investments of $21,023,435 do not qualify as sales under GAAP. As such, the
Company presents the gross amount of the Investments as an asset and the Loan
participations sold as a liability on the consolidated balance sheet. The gross
presentation of Loan participations sold does not impact stockholders' equity or
net income.

Related Party Transactions

Fees and Expenses

Pursuant to the Advisory Agreement (as defined below) between the Company and
the Advisor, and subject to certain restrictions and limitations, the Advisor is
responsible for managing the Company's affairs on a day-to-day basis and for
identifying, originating, acquiring and managing investments on behalf of the
Company. For providing such services, the Advisor receives fees and
reimbursements from the Company. The following summarizes these fees and
reimbursements.

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                            RODIN INCOME TRUST, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)



Organization and Offering Expenses. The Company will reimburse the Advisor and
its affiliates for organization and offering costs it incurs on the Company's
behalf but only to the extent that the reimbursement will not cause the selling
commissions, the dealer manager fee and the other organization and offering
expenses to be borne by the Company to exceed 15% of gross offering proceeds of
the Offering as of the date of the reimbursement. If the Company raises the
maximum offering amount in the Primary Offering and under the DRP, the Company
estimates organization and offering expenses (other than upfront selling
commissions, dealer manager fees and distribution fees), in the aggregate, to be
1% of gross offering proceeds of the Offering. These organization and offering
costs include all costs (other than upfront selling commissions, dealer manager
fees and distribution fees) to be paid by the Company in connection with the
initial set up of the organization of the Company as well as the Offering,
including legal, accounting, printing, mailing and filing fees, charges of the
transfer agent, charges of the Advisor for administrative services related to
the issuance of shares in the Offering, reimbursement of bona fide due diligence
expenses of broker-dealers, and reimbursement of the Advisor for costs in
connection with preparing supplemental sales materials.

The Advisor has agreed to pay for all of the O&O Costs on the Company's behalf
through the first anniversary of the date on which the Company satisfied the
Minimum Offering Requirement, which was  (the "Escrow Break
Anniversary"). After the Escrow Break Anniversary, the Advisor, in its sole
discretion, may pay some or all of the additional O&O Costs incurred, but is not
required to do so. To the extent the Advisor pays such additional O&O Costs, the
Company will be obligated to reimburse the Advisor subject to the 1% Cap (as
defined below). The Company began reimbursing the Advisor for such costs ratably
over the 36 months following the Escrow Break Anniversary; provided that the
Company will not be obligated to reimburse any amounts that as a result of such
payment would cause the aggregate payments for O&O Costs to be paid to the
Advisor to exceed the 1% Cap (as defined below) as of such reimbursement date.
As of  and , the Advisor had incurred $5,496,735
and $4,587,373, respectively, of O&O Costs (other than upfront selling
commissions, dealer manager fees and distribution fees) on behalf of the
Company. The Company's obligation is limited to 1% of gross offering proceeds of
the Offering (the "1% Cap"), less any reimbursement payments made by the Company
to the Advisor for O&O Costs incurred, which at  and  is $85,613 and $39,406, respectively. As of  and , organizational costs were $846 and $449, respectively, and offering costs
were $87,051 and $38,957, respectively. As of  and , the Company has made reimbursement payments of $2,284 and $0,
respectively, to the Advisor for O&O Costs incurred. As of , the
Advisor has continued to pay all O&O Costs on behalf of the Company.

Acquisition Expenses. The Company does not intend to pay the Advisor any
acquisition fees in connection with making investments. The Company will,
however, provide reimbursement of customary acquisition expenses (including
expenses relating to potential investments that the Company does not close),
such as legal fees and expenses (including fees of in-house counsel of
affiliates and other affiliated service providers that provide resources to the
Company), costs of due diligence (including, as necessary, updated appraisals,
surveys and environmental site assessments), travel and communication expenses,
accounting fees and expenses and other closing costs and miscellaneous expenses
relating to the acquisition or origination of the Company's investments. While
most of the acquisition expenses are expected to be paid to third parties, a
portion of the out-of-pocket acquisition expenses may be paid or reimbursed to
the Advisor or its affiliates. The Advisor has not incurred any reimbursable
acquisition expenses on behalf of the Company as of  or .

Origination Fees. The Company will pay the Advisor up to 1.0% of the amount
funded by the Company to originate commercial real estate-related loans, but
only if and to the extent there is a corresponding fee paid by the borrower to
the Company. During the three and six months ended  and , no origination fees were paid or incurred.

Asset Management Fees. Asset management fees are due to the Advisor and consist
of monthly fees equal to one-twelfth of 1.25% of the cost of the Company's
investments at the end of each month. In the case of investments made through
joint ventures, the asset management fee will be determined based on the
Company's proportionate share of the underlying investment. For the three and
six months ended , the Company incurred asset management fees of
$22,786 and $40,208, respectively. The asset management fee related to the month
of  of $8,419 is unpaid as of . There were no asset
management fees incurred during the three and six months ended .
The amount of asset management fees incurred by the Company during the
applicable period is included in the calculation of the limitation of operating
expenses pursuant to the 2%/25% Guidelines (as defined and described below).

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                            RODIN INCOME TRUST, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)



Other Operating Expenses. The Company and the Advisor entered into an amended
and restated advisory agreement (the "Advisory Agreement"). Effective beginning
in the third quarter of 2018, the Advisory Agreement (i) includes limitations
with regards to the incurrence of and additional limitations on reimbursements
of operating expenses and (ii) clarifies the reimbursement and expense timing
and procedures, including potential reimbursement of unreimbursed operating
expenses.

Pursuant to the terms of the Advisory Agreement between the Company and the
Advisor, the Company is obligated to reimburse the Advisor for certain operating
expenses. Beginning on , the Company will be subject to the
limitation that it generally may not reimburse the Advisor for any amounts by
which the total operating expenses at the end of the four preceding fiscal
quarters exceeds the greater of (i) 2.0% of average invested assets (as defined
in the Advisory Agreement) and (ii) 25.0% of net income other than any additions
to reserves for depreciation, bad debts or other similar non-cash reserves and
excluding any gain from the sale of investments for that period (the "2%/25%
Guidelines"). If the Company's independent directors determine that all or a
portion of such amounts in excess of the limitation are justified based on
certain factors, the Company may reimburse amounts in excess of the limitation
to the Advisor. In addition, beginning on , the Company may
request any operating expenses that were previously reimbursed to the Advisor in
prior periods in excess of the limitation to be remitted back to the Company. As
of , the Company has accrued but not reimbursed any of the $108,485
in operating expenses pursuant to the Advisory Agreement, which represents the
current operating expense reimbursement obligation to the Advisor.

The Advisory Agreement provides that, subject to other limitations on the
incurrence and reimbursement of operating expenses contained in the Advisory
Agreement, operating expenses which have been incurred and paid by the Advisor
will not become an obligation of the Company unless the Advisor has invoiced the
Company for reimbursement, which will occur in a quarterly statement and accrued
for in the respective period. The Advisor will not invoice the Company for any
reimbursement if the impact of such would result in the Company's incurrence of
an obligation in an amount that would result in the Company's net asset value
per share for any class of shares to be less than $25.00. The Company may,
however, incur and record an obligation to reimburse the Advisor, even if it
would result in the Company's net asset value per share for any class of shares
for such quarter to be less than $25.00, if the Company's board of directors
determines that the reasons for the decrease of the Company's net asset value
per share below $25.00 were unrelated to the Company's obligation to reimburse
the Advisor for operating expenses.

In addition, the Advisory Agreement provides that all or a portion of the
operating expenses, which have not been previously paid by the Company or
invoiced by the Advisor may be in the sole discretion of the Advisor: (i) waived
by the Advisor, (ii) reimbursed to the Advisor in any subsequent quarter or
(iii) reimbursed to the Advisor in connection with a liquidity event or
termination of the Advisory Agreement, provided that the Company has fully
invested the proceeds from the Offering and the stockholders have received, or
are deemed to have received, in the aggregate, cumulative distributions equal to
their invested capital plus a 6.5% cumulative, non-compounded annual pre-tax
return on their invested capital. Any reimbursement of operating expenses
remains subject to the limitations described above and the limitations and the
approval requirements relating to the 2%/25% Guidelines.

During the three and six months ended , the Company did not incur
any operating expenses reimbursable to the Advisor. During the three and six
months ended , the Company incurred operating expenses reimbursable
to the Advisor of $94,827.

Reimbursable operating expenses include personnel and related employment costs
incurred by the Advisor or its affiliates in performing the services described
in the Advisory Agreement, including but not limited to reasonable salaries and
wages, benefits and overhead of all employees directly involved in the
performance of such services. The Company is not obligated to reimburse the
Advisor for costs of such employees of the Advisor or its affiliates to the
extent that such employees (A) perform services for which the Advisor receives
acquisition fees or disposition fees or (B) serve as executive officers of the
Company. At , all of these expenses remain unpaid.

As of , the total amount of unreimbursed operating expenses was
$2,002,448. This includes operating expenses incurred by the Advisor on the
Company's behalf which have not been invoiced to the Company and amounts
invoiced to the Company by the Advisor but not yet reimbursed ("Unreimbursed
Operating Expenses"). The amount of operating expenses incurred by the Advisor
during the six months ended  which were not invoiced to the Company
amounted to $807,745.

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                            RODIN INCOME TRUST, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)



Disposition Fees. For substantial assistance in connection with the sale of
investments and based on the services provided, as determined by the independent
directors, the Company will pay a disposition fee in an amount equal to 1.0% of
the contract sales price of each commercial real estate loan or other investment
sold, including mortgage-backed securities or collateralized debt obligations
issued by a company subsidiary as part of a securitization transaction;
provided, however, in no event may the disposition fee paid to the Advisor or
its affiliates, when added to the real estate commissions paid to unaffiliated
third parties, exceed the lesser of a competitive real estate commission or an
amount equal to 6.0% of the contract sales price. If the Company takes ownership
of a property as a result of a workout or foreclosure of a debt investment, the
Company will pay a disposition fee upon the sale of such property.

The Company will not pay a disposition fee upon the maturity, prepayment,
workout, modification or extension of a debt investment unless there is a
corresponding fee paid by the borrower, in which case the disposition fee will
be the lesser of: (i) 1.0% of the principal amount of the debt prior to such
transaction; or (ii) the amount of the fee paid by the borrower in connection
with such transaction. As of  and , no disposition
fees have been incurred by the Company.

Selling Commissions and Dealer Manager Fees


Cantor Fitzgerald & Co. (the "Dealer Manager") is a registered broker-dealer
affiliated with CFI. The Company entered into the dealer manager agreement with
the Dealer Manager and is obligated to pay various commissions and fees with
respect to the Class A, Class T and Class I shares distributed in the Offering.
For providing such services, the Dealer Manager receives fees. CFI is required
to pay a portion of selling commissions and all of the dealer manager fees, up
to a total of 4.0% of gross offering proceeds from the sale of Class A shares,
Class T shares, and Class I shares, incurred in connection with the Offering.
The Company will reimburse CFI for these costs (i) immediately prior to or upon
the occurrence of a liquidity event, including (A) the listing of the Company's
common stock on a national securities exchange or (B) a merger, consolidation or
a sale of substantially all of the Company's assets or any similar transaction
or any transaction pursuant to which a majority of the Company's board of
directors then in office are replaced or removed, or (ii) upon the termination
of the Advisory Agreement by the Company or by the Advisor. In each such case,
the Company only will reimburse CFI after the Company has fully invested the
proceeds from the Offering and the Company's stockholders have received, or are
deemed to have received, in the aggregate, cumulative distributions equal to
their invested capital plus a 6.5% cumulative, non-compounded annual pre-tax
return on such invested capital.

Distribution Fees. Distribution fees are payable to the Dealer Manager, subject
to the terms set forth in the dealer manager agreement between the Company and
the Dealer Manager. Distributions fees are paid with respect to the Company's
Class T shares only, all or a portion of which may be re-allowed by the Dealer
Manager to participating broker-dealers. The distribution fees accrue daily and
are calculated on outstanding Class T shares issued in the Primary Offering in
an amount equal to 1.0% per annum of (i) the gross offering price per Class T
share in the Primary Offering, or (ii) if the Company is no longer offering
shares in a public offering, the most recently published per share NAV of Class
T shares. The distribution fee is payable monthly in arrears and is paid on a
continuous basis from year to year. During the three months ended 
and , the Company paid distribution fees of $142 and $0,
respectively. During the six months ended  and , the
Company paid distribution fees of $142 and $0, respectively. As of 
and , the Company has incurred a liability of $7,908 and $0,
respectively, $146 and $0, respectively, of which was payable as of  and  and paid during .

The Company will cease paying distribution fees with respect to each Class T
share on the earliest to occur of the following: (i) a listing of shares of
common stock on a national securities exchange; (ii) such Class T share is no
longer outstanding; (iii) the Dealer Manager's determination that total
underwriting compensation from all sources, including dealer manager fees, sales
commissions, distribution fees and any other underwriting compensation to be
paid with respect to all Class A shares, Class T shares and Class I shares would
be in excess of 10.0% of the gross proceeds of the Primary Offering; or (iv) the
end of the month in which the transfer agent, on the Company's behalf,
determines that total underwriting compensation with respect to the Class T
shares held by a stockholder within his or her particular account, including
dealer manager fees, sales commissions and distribution fees, would be in excess
of 10.0% of the total gross offering price at the time of the investment in the
Class T shares held in such account.

The Company will not pay any distribution fees on shares sold pursuant to the
Company's DRP. The amount available for distributions on all Class T shares will
be reduced by the amount of distribution fees payable with respect to the Class
T shares issued in the Primary Offering such that all Class T shares will
receive the same per share distributions.

                                       36

--------------------------------------------------------------------------------
                            RODIN INCOME TRUST, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)


The following table summarizes the above mentioned fees and expenses incurred by the Company for the six months ended :

                                                                                                    Due to
                                                                                                   related
                                                Due to related           Six Months ended          party as
                                                  party as of              June 30, 2019              of
                              Financial
Type of Fee or                Statement                                                            June 30,
Reimbursement                 Location         December 31, 2018      Incurred        Paid           2019
Management Fees
Asset management fees     Management fees     $             3,730     $  40,208     $  35,519     $    8,419
Organization, Offering
and Operating
  Expense
Reimbursements

Operating expenses(1) General and

                          administrative
                          expenses                        108,485             -             -        108,485
Organization              General and
expenses(2)               administrative
                          expenses                            449           397            22            824
Offering costs(2)         Additional
                          paid-in capital                  38,957        48,094         2,262         84,789
Commissions and Fees
Selling commissions and   Additional
dealer manager fees,      paid-in capital
net                                                             -       187,307       187,307              -
Distribution fees         Additional
                          paid-in capital                       -         8,050           142          7,908
Total                                         $           151,621     $ 284,056     $ 225,252     $  210,425

Note: (1) As of , the Advisor has incurred, on behalf of the

Company, a total of $2,002,448 in Unreimbursed Operating Expenses,

including a total of $807,745 during the six months ended for

which the Advisor has not invoiced the Company for reimbursement. The total

      amount of Unreimbursed Operating Expenses may, in future periods, be
      subject to reimbursement by the Company pursuant to the terms of the
      Advisory Agreement.


(2) As of , the Advisor has incurred, on behalf of the Company, a
total of $5,496,735 of O&O Costs, of which the Company's obligation is limited
to $85,613, pursuant to the 1% Cap.

Investment by CFI


CFI initially invested $200,001 in the Company through the purchase of 8,180
Class A shares at $24.45 per share. CFI may not sell any of these shares during
the period it serves as our sponsor. Neither the Advisor nor CFI currently has
any options or warrants to acquire additional shares of the Company.

In the event the Advisory Agreement is terminated, the shares owned by CFI would
not be automatically redeemed. CFI would, however, be able to participate in the
share repurchase program, subject to all of the restrictions of the share
repurchase program applicable to all other common stockholders.

As of , CFI has invested $2,200,001 in the Company through the
purchase of 88,180 shares (8,180 Class A shares for an aggregate purchase price
of $200,001 and 80,000 Class I shares for an aggregate purchase price of
$2,000,000). CFI has agreed to abstain from voting any shares it acquires in any
vote for the election of directors or any vote regarding the approval or
termination of any contract with CFI or any of its affiliates.

                                       37

--------------------------------------------------------------------------------
                            RODIN INCOME TRUST, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)



Sponsor Support

Our sponsor, CFI, is a Delaware limited liability company and an affiliate of
CFLP. CFI will pay a portion of selling commissions and all of the dealer
manager fees, up to a total of 4.0% of gross offering proceeds from the sale of
Class A shares and Class T shares, as well as 1.5% of gross offering proceeds
from the sale of Class I shares, incurred in connection with the Offering. The
Company will reimburse such expenses (i) immediately prior to or upon the
occurrence of a liquidity event, including (A) the listing of the Company's
common stock on a national securities exchange or (B) a merger, consolidation or
a sale of substantially all of the Company's assets or any similar transaction
or any transaction pursuant to which a majority of the Company's board of
directors then in office are replaced or removed, or (ii) upon the termination
of the Advisory Agreement by us or by the Advisor. In each such case, the
Company will only reimburse CFI after the Company has fully invested the
proceeds from the Offering and the Company's stockholders have received, or are
deemed to have received, in the aggregate, cumulative distributions equal to
their invested capital plus a 6.5% cumulative, non-compounded annual pre-tax
return on such invested capital. As of , CFI has paid Sponsor
Support totaling $243,588.

Results of Operations


The Company commenced its principal operations upon successfully meeting its
Minimum Offering Requirement on . The Company is dependent upon the
proceeds from the Offering in order to conduct its investment activities and
intends to make investments with the capital received from the Offering.

Revenues

The Company's revenues consist solely of net interest income earned from the Investments.

For the three and six months ended , the Company earned net interest income of $207,428 and $362,378, respectively. There was no interest income earned during the three and six months ended .

The increases of $207,428 and $362,378, respectively, for the three and six months ended , as compared to the three and six months ended , were due to the origination of the Investments.

General and Administrative Expenses


The Company's general and administrative expenses consist primarily of operating
expense reimbursements to the Advisor, as well as compensation to the Company's
independent board of directors relating to pro-rated annual compensation as well
as attendance at board of directors' meetings.

For the three and six months ended , the Company incurred general
and administrative expenses of $2,193 and $37,839, respectively. For the three
and six months ended , the Company incurred general and
administrative expenses of $114,448 and $119,671, respectively.

The decreases of $112,255 and $81,832, respectively, for the three and six
months ended , as compared to the three and six months ended , were due to decreases in the amount of operating expenses incurred by
the Company during such periods. As of , the Advisor has incurred,
on behalf of the Company, a total of $2,002,448 in Unreimbursed Operating
Expenses, including a total of $807,745 for the six months ended ,
for which the Advisor has not invoiced the Company for reimbursement.

Management Fees


Pursuant to the Advisory Agreement with the Advisor and based upon the amount of
Company's current investments, the Company is required to pay the Advisor a
monthly asset management fee and may pay a monthly property management fee for
providing real estate-related services, including services related to
originating investments and negotiating financing, as needed.

The asset management fees of $22,786 and $40,208 incurred during the three and
six months ended , respectively, were related to the origination of
the Investments. There were no asset management fees incurred during the three
and six months ended .

                                       38

--------------------------------------------------------------------------------
                            RODIN INCOME TRUST, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)


Funds from Operations and Modified Funds from Operations


The Company defines modified funds from operations ("MFFO") in accordance with
the definition established by the Institute for Portfolio Alternatives, or IPA.
The Company's computation of MFFO may not be comparable to other REITs that do
not calculate MFFO using the current IPA definition. MFFO is calculated using
funds from operations ("FFO"). The Company computes FFO in accordance with the
standards established by the National Association of Real Estate Investment
Trusts, or NAREIT, as net income or loss (computed in accordance with accounting
principles generally accepted in the United States, or U.S. GAAP), excluding
gains or losses from sales of depreciable properties, the cumulative effect of
changes in accounting principles, real estate-related depreciation and
amortization, impairment charges on depreciable property owned directly or
indirectly and after adjustments for unconsolidated/uncombined partnerships and
joint ventures. FFO, as defined by NAREIT, is a computation made by analysts and
investors to measure a real estate company's cash flow generated by operations.
The Company's computation of FFO may not be comparable to other REITs that do
not calculate FFO in accordance with the current NAREIT definition. MFFO
excludes from FFO the following items:

• acquisition fees and expenses;

• straight-line rent and amortization of above or below intangible lease

         assets and liabilities;


  • amortization of discounts, premiums and fees on debt investments;


  • non-recurring impairment of real estate-related investments;


  • realized gains (losses) from early extinguishment of debt;

• realized gains (losses) on the extinguishment or sales of hedges, foreign

exchange, securities and other derivative holdings except where the

         trading of such instruments is a fundamental attribute of our business;


      •  unrealized gains (losses) from fair value adjustments on real estate

securities, including CMBS and other securities, interest rate swaps and

other derivatives not deemed hedges and foreign exchange holdings;

• unrealized gains (losses) from the consolidation from, or deconsolidation

         to, equity accounting;


  • adjustments related to contingent purchase price obligations; and

• adjustments for consolidated and unconsolidated partnerships and joint

         ventures calculated to reflect MFFO on the same basis as above.


FFO and MFFO should not be considered as an alternative to net income
(determined in accordance with U.S. GAAP) as an indication of performance. In
addition, FFO and MFFO do not represent cash generated from operating activities
determined in accordance with U.S. GAAP and are not a measure of liquidity. FFO
and MFFO should be considered in conjunction with reported net income and cash
flows from operations computed in accordance with U.S. GAAP, as presented in the
financial statements.

The following table presents a reconciliation of FFO to net income:

                                      Six Months Ended June 30, 2019
             Net Income              $                        284,331
             Adjustments:
                None                                                -
             Funds from Operations   $                        284,331

The following table presents a reconciliation of FFO to MFFO:

                                         Six Months Ended June 30, 2019
         Funds from Operations          $                        284,331
         Adjustments:
         Prepaid expense amortization                             11,854
         Oranization expenses                                        397
         Modified Funds from Operations $                        296,582



                                       39
--------------------------------------------------------------------------------
                            RODIN INCOME TRUST, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)



Net Asset Value

On , the Company's board of directors approved an estimated NAV as
of  of $23.39 per share for Class A and I, and $23.37 for Class T.
The calculation of the Company's estimated NAV was performed by Robert A.
Stanger & Co., Inc. ("Stanger"), its independent valuation firm, in accordance
with the procedures described in the "Net Asset Value Calculation and Valuation
Procedures" section of the Company's prospectus. Although the independent
valuation firm performs the calculation of the Company's estimated NAV, the
Company's board of directors is solely responsible for the determination of the
Company's estimated NAV.

In performing the calculation of the estimated NAV per share, Stanger observed
that the Company had originated two loans as of , and that the
Company's NAV was comprised of cash and equivalents plus its interests in the
Delshah Loan and the East 12th Street Loan, amounts due from related party and
prepaid expense less accrued expenses, distributions payable and due to related
party (excluding amounts owed to the Advisor for reimbursement of O&O less the
current accrued O&O Costs liability consistent with the Company's valuation
procedures), as identified on the Company's balance sheet. Stanger also
considered any other amounts due to the Advisor or affiliates for repayment of
Sponsor Support or amounts due to the Special Unit Holder upon a liquidation of
the Company, for which no amounts were due as of . There can be no
assurance that a stockholder would realize $23.39 per share of Class A and I
common stock or $23.37 for Class T common stock if the Company were to liquidate
or engage in another type of liquidity event today. In particular, the Company's
 NAV does not consider fees or expenses that may be incurred in
providing a liquidity event, including reimbursement of amounts to the Advisor
for O&O, and any operating expenses that have not been invoiced by the Advisor.
The Company believes that the methodology of determining the Company's NAV
conforms to the Institute for Portfolio Alternatives Practice Guideline for
Valuations of Publicly Registered Non-Listed REITs () and is prepared
in accordance with the procedure described in the "Net Asset Value Calculation
and Valuation Procedures" section of the Company's prospectus. In addition, the
Company's board of directors periodically reviews the Company's NAV policies and
procedures.

The purchase price per share for each class of the Company's common stock will
generally equal the prior quarter's NAV per share, as determined quarterly, plus
applicable selling commissions and dealer manager fees. The NAV for each class
of shares is based on the value of the Company's assets and the deduction of any
liabilities, and any distribution fees applicable to such class of shares.

Delshah Loan and East 12th Street Loan


In accordance with the Company's valuation procedures, the Delshah Loan and the
East 12th Street Loan (individually a "Loan Investment" and collectively the
"Loan Investments") were included in the determination of NAV at their estimated
fair market value as of , as determined by Stanger, as adjusted to
reflect the Company's interests in the Loan Investments, respectively, as of
. The Loan Investments estimated value was based upon taking, for
each Loan Investment, the loan payments over the remaining anticipated term and
discounting such payments to present value at a discount rate range equal to the
current estimated market interest rate on financing similar to the applicable
Loan Investments. To provide their opinion of value of the Loan Investments,
Stanger first reviewed the terms of each of the Loan Investments as contained in
the loan documents. Stanger then reviewed mezzanine loan market terms at or
around  to ascertain current market interest rate levels for loans
similar to the Loan Investments. This review was conducted by (i) recent
interviews of participants in the mezzanine / preferred equity market, (ii)
reviewing recent mezzanine loan transactions, and (iii) reviewing published
surveys available at or around . Based on Stanger's reviews above
and taking into consideration the Loan Investments' unique factors, including,
but not limited to, loan-to-value (based on the appraised value range of the
collateral), debt service coverage/debt yield, collateral property, financial
information pertaining to the borrower, prepayment terms, and loan origination
date, maturity date and extension terms, a market interest rate range was
determined for each Loan Investment to utilize in the determination of the fair
market value of the Loan Investments.

Specifically, it was determined that the current market interest rate for each
Loan Investment equaled its contractual interest rate and, therefore, the Loan
Investments estimated fair market value equaled the current balance outstanding
as of .

                                       40
--------------------------------------------------------------------------------
                            RODIN INCOME TRUST, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)


The following table provides a breakdown of the major components of the Company's NAV:

       Components of NAV                                    June 30, 2019
       Cash and cash equivalents                           $       295,294
       Commercial mortgage loans, held for investment(1)         8,395,741
       Due from related party                                        1,999
       Stock subscriptions receivable                               45,404
       Accrued interest receivable                                 166,691
       Prepaid expenses                                             27,359
       Accounts payable and accrued expenses                       (22,205 )
       Distributions payable                                       (46,931 )
       Due to related party(2)                                    (119,334 )
       Distribution fee payable the following month(3)                (146 )
       Accrued interest payable                                    (90,677 )
       Sponsor Promote / Support Repayment                               -
       Net Asset Value                                     $     8,653,195
       Number of outstanding shares                                369,938

Note: (1) Reflects the Company's interest in the Loan Investments.



(2) Excluding $83,185 due to the Advisor for reimbursement of O&O Costs ($85,613
less the current liability due of $2,428) pursuant to the procedures described
in the "Net Asset Value Calculation and Valuation Procedures" section of the
Company's prospectus.

(3) Distribution fee only relates to Class T shares.


                                      Class A        Class T        Class I
 NAV Per Share                        Shares         Shares         Shares  

Total

 Total Gross Assets at Fair Value   $ 6,435,947     $ 204,757     $ 2,291,784     $ 8,932,488
 Due to related party                   (85,982 )      (2,881 )       (30,617 )      (119,480 )
 Other liabilities                     (115,147 )      (3,663 )       (41,003 )      (159,813 )
 Quarterly NAV                      $ 6,234,818     $ 198,213     $ 2,220,164     $ 8,653,195
 Number of outstanding shares           266,544         8,480          94,914         369,938
 NAV per share                      $     23.39     $   23.37     $     23.39

The following table reconciles stockholders' equity per the Company's consolidated balance sheet to the Company's NAV:

         Reconciliation of Stockholders' Equity to NAV    June 30, 2019
         Stockholders' equity under U.S. GAAP            $     8,562,250
         Adjustments:
         Organization and offering costs                          83,185
         Accrued distribution fee(1)                               7,760
         NAV                                             $     8,653,195


                                       41
--------------------------------------------------------------------------------
                            RODIN INCOME TRUST, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)


The following details the adjustments to reconcile U.S. GAAP stockholders' equity to the Company's NAV:

Organization and offering costs


The Advisor has agreed to pay, on behalf of the Company, all O&O Costs through
the first anniversary of the date on which the Company satisfied the Minimum
Offering Requirement, which was  (the "Escrow Break Anniversary").
Such costs are being reimbursed to the Advisor, ratably, by the Company, over 36
months beginning on , subject to the 1% Cap. After the Escrow Break
Anniversary, the Advisor, in its sole discretion, may pay some or all of the
additional O&O Costs incurred, but is not required to do so. To the extent the
Advisor pays such additional O&O Costs, the Company is obligated to reimburse
the Advisor subject to the 1% Cap. As of , the Advisor has
continued to pay all O&O Costs on behalf of the Company. Under U.S. GAAP, the
Company's reimbursement liability pertaining to the O&O costs is included with
Due to related party in the Company's consolidated balance sheet. For NAV, such
costs will be recognized as a reduction in NAV as they are reimbursed.

Sensitivity Analysis

Assuming all other factors remain unchanged, the table below presents the estimated increase or decrease to the Company's NAV for the changes in the effective contractual interest rates for the Delshah Loan and East 12th Street Loan, respectively:


Sensitivity Analysis              Range of NAV (Class A & I)                

Range of NAV (Class T)

                              Low           Concluded        High         Low         Concluded        High
Estimated Per Share NAV    $   23.10       $     23.39     $  23.69     $  23.08     $     23.37     $  23.67
Estimated Market
Interest Rate(1) -
Delshah Loan                    9.70 %            9.24 %       8.78 %       9.70 %          9.24 %       8.78 %
Estimated Market
Interest Rate(1) - East
12th Street Loan               12.43 %           11.84 %      11.24 %      

12.43 % 11.84 % 11.24 %

Note: (1) As of , the market interest rate was determined to be

equal to the contractual interest rate for each of the Loan Investments.

Liquidity and Capital Resources


The Company is dependent upon the net proceeds from the Offering to conduct its
principal operations. The Company will obtain the capital required to originate
mortgage loans and conduct its operations from the proceeds of the Offering, any
future offerings, from secured or unsecured financings from banks and other
lenders and from any undistributed funds from its operations.

If the Company is unable to raise substantial funds in the Offering, it will
make fewer investments resulting in less diversification in terms of the type,
number and size of investments it makes and the value of an investment in the
Company will fluctuate with the performance of the limited assets it acquires.
Further, the Company will have certain fixed operating expenses, including
certain expenses as a REIT, regardless of whether it is able to raise
substantial funds in the Offering. The Company's inability to raise substantial
funds would increase its fixed operating expenses as a percentage of gross
income, reducing its net income and limiting its ability to make distributions.

The Company expects to use debt financing as a source of capital. The Company's
charter limits the Company from incurring debt if the Company's borrowings
exceed 300% of the cost of the Company's net assets, which is estimated to
approximate 75% of the cost of its tangible assets (before deducting
depreciation or other non-cash reserves), though the Company may exceed this
limit under certain circumstances. Once the Company has fully deployed the
proceeds of the Offering, the Company expects its debt financing and other
liabilities may likely be approximately 50% of the cost of its tangible assets
(before adjusting for depreciation or other non-cash reserves), although it may
exceed this level during the offering stage. As of , the Company's
debt to tangible assets ratio was 4.1%.

                                       42

--------------------------------------------------------------------------------
                            RODIN INCOME TRUST, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)



In addition to making investments in accordance with its investment objectives,
the Company expects to use its capital resources to make certain payments to the
Advisor and the Dealer Manager. During the organization and offering stage, the
payments will include payments to the Dealer Manager for selling commissions,
dealer manager fees, and distribution fee payments and to the Advisor for
reimbursement of certain organization and offering costs. With regards to the
total organization and offering costs, including selling commissions, dealer
manager fees, distribution fees and reimbursement of other organization and
offering costs, will not exceed 15% of the gross proceeds of the Offering,
including proceeds from sales of shares under the Company's DRP. Additionally,
the Company expects to make payments to the Advisor in connection with the
selection and origination or purchase of investments, the management of its
assets and costs incurred by the Advisor in providing services to the Company.

The Company anticipates that over time adequate cash will be generated from
operations to fund its operating and administrative expenses, continuing debt
service obligations and the payment of distributions. However, the Company's
ability to finance its operations is subject to some uncertainties. The
Company's ability to generate working capital is dependent on its ability to
make investments that generate cash flow. In general, the Company policy is to
pay distributions from cash flow from operations, but should operations not be
sufficient to fund cash distributions, the Company has entered into a
distribution support agreement with CFI to purchase up to $5 million in Class I
shares from the Company (less the $2.0 million of shares purchased by CFI in
order to satisfy the Minimum Offering Requirement), to provide additional cash
support for distributions (the "Distribution Support Agreement"). However, if
the Company has not generated sufficient cash flow from its operations and other
sources, such as from the Distribution Support Agreement, or the Advisor's
deferral, suspension and/or waiver of its fees and expense reimbursements, to
fund distributions, the Company may use the proceeds from the Offering for such
purposes. Other than the shares purchased to satisfy the Minimum Offering
Requirement, as of , CFI has not purchased any Class I shares
pursuant to the Distribution Support Agreement.

DISCLOSURE: The views and opinions expressed in this article are those of the authors, and do not represent the views of equities.com. Readers should not consider statements made by the author as formal recommendations and should consult their financial advisor before making any investment decisions. To read our full disclosure, please go to: http://www.equities.com/disclaimer

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