This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. An offering is made only by prospectus. As such, a copy of the current prospectus must be made available to you in connection with this offering and should be read in order to understand fully all of the implications and risks of this offering. No offering is made except by a prospectus filed with the Department of Law of the State of New York. Neither the Attorney General of the State of New York nor any other state or federal securities regulator has passed on or endorsed the merits of this offering or these securities or confirmed the adequacy of the prospectus.

An investment in Rodin Income Trust is not a direct investment in commercial real estate-related debt investments. An investment in Rodin Income Trust is subject to fees and expenses that do not apply to such direct investments and is subject to various risks, including loss of principal and limited liquidity. There is no guarantee of distributions. Distributions may be paid from other sources other than cash flow from operations, including offering proceeds, which may reduce an investors overall return. Please consult the prospectus for suitability standards in your state. Rodin Income Trust is not available to residents of WA.

¹ We expect to elect to be taxed as a REIT beginning in the taxable year ending December 31, 2018. Once we qualify as a REIT, our failure to remain qualified as a REIT would result in higher taxes, may adversely affect our operations, would reduce the amount of income available for distribution and would limit our ability to make distributions to our shareholders.
² We may change our investment objectives, policies and strategy at any time without stockholder consent. There is no assurance that we will be able to invest in our targeted investments. Diversification does not eliminate risk and does not assure better performance.

³ Discussion of Forward-Looking Statements
Statements in this document that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. Except as required by law, we undertake no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see our Securities and Exchange Commission filings, including, but not limited to, the risk factors set forth in these filings and any updates to such risk factors contained in subsequent Forms 10-K, Forms 10-Q or Forms 8-K.

1) We have no operating history and very limited assets. This is a “blind pool” offering and we have not identified any specific investments to acquire.
2) After the first quarterly valuation of our assets is undertaken, the purchase and repurchase price for shares of our common stock will be based on our NAV and will not be based on any public trading market. Neither NAV nor the offering price may be an accurate reflection of the fair market value of our assets and liabilities and likely will not represent the amount of net proceeds that would result if we were liquidated or dissolved or the amount you would receive upon the sale of your shares.
3) Our organizational documents do not restrict us from paying distributions from any source and do not restrict the amount of distributions we may pay from any source, including offering proceeds. If we pay distributions from sources other than our cash flows from operations, we will have less funds available for investment, borrowings and sales of assets, the overall return to our stockholders may be reduced and subsequent investors will experience dilution. Our distributions, particularly during the period before we have substantially invested the net proceeds from this offering, may exceed our earnings, which would represent a return of capital for tax purposes.
4) No public market currently exists for our shares, and we have no plans to list our shares on an exchange. Unless and until there is a public market for our shares you will have difficulty selling your shares. If you are able to sell your shares, you would likely have to sell them at a substantial loss.
5) The amount and timing of distributions we may pay in the future is uncertain. There is no guarantee of any return and you may lose a part or all of your investment in us.
6) We are not required to pursue or effect a liquidity event within a specified time period or at all.
7) We will pay substantial fees to and reimburse expenses of our advisor and its affiliates. These fees increase your risk of loss.
8) All of our executive officers, some of our directors and other key real estate professionals are also officers, directors, managers and key professionals of our advisor, our dealer manager and other entities affiliated with Cantor, which we refer to as the Cantor Companies. As a result, they will face conflicts of interest, including significant conflicts created by our advisor’s compensation arrangements with us and other Cantor-advised programs and investors.
9) If we raise substantially less than the maximum offering, we may not be able to invest in a diversified portfolio of commercial real estate debt and other investments secured by properties located within and outside the United States.
10) We depend on our advisor to select our investments and conduct our operations. Our advisor is a newly formed entity with no operating history. Therefore, there is no assurance our advisor will be successful.
11) Disruptions in the financial markets and stagnate economic conditions could adversely affect our ability to implement our business strategy and generate returns to you.
12) Our investments will be subject to the risks typically associated with real estate.
13) We expect to make foreign investments and will be susceptible to changes in currency exchange rates, adverse political or economic developments, lack of uniform accounting standards and changes in foreign laws.
14) The other risk factors set forth in our prospectus and other filings with the securities and exchange commission.

* The performance of Cantor Fitzgerald, L.P. is not indicative of performance of Rodin Income Trust. Rodin Income Trust and Cantor Fitzgerald, L.P. are separate companies. An investor purchasing shares in Rodin Income Trust’s public offering is making an investment in Rodin Income Trust, not in Cantor Fitzgerald, L.P. Our affiliation with Cantor Fitzgerald, L.P. and its affiliates may not lead to investment opportunities for us. Rodin Income Trust may compete with other Cantor Companies for investment opportunities.

Cantor Fitzgerald and Co. (member FINRA/SIPC), is the dealer manager for Rodin Income Trust, Inc. 110 East 59th Street, New York, NY

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