10-12G/A

File No. 000-56564

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of

the Securities Exchange Act of 1934

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	92-1080856
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2001 Ross Avenue, Suite 3400 Dallas, Texas	75201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (972) 715-7400

Copies to:

Hubert J. Crouch Chief Executive Officer 2001 Ross Avenue, Suite 3400 Dallas, Texas 75201 (972) 715-7400 Anna T. Pinedo Wendy Dodson Gallegos Mayer Brown LLP 1221 Avenue of the Americas New York, NY 10020-1001 (212) 506-2176

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:

Class S common stock, $0.01 per share; Class D common stock, $0.01 per share; Class I common stock, $0.01 per share; Class E common stock, $0.01 per share; and Class S-1 common stock, $0.01 per share

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		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.  ☒

Table of Contents

	Page
Item 1. Business		7
Item 1A. Risk Factors		20
Item 2. Financial Information		77
Item 3. Properties		84
Item 4. Security Ownership of Certain Beneficial Owners and Management		84
Item 5. Directors and Executive Officers		84
Item 6. Executive Compensation		89
Item 7. Certain Relationships and Related Transactions, and Director Independence		90
Item 8. Legal Proceedings		100
Item 9. Market Price of and Dividends on the Registrant’s Common Equity And Related Stockholder Matters		100
Item 10. Recent Sales of Unregistered Securities		106
Item 11. Description of Registrant’s Securities to Be Registered		109
Item 12. Indemnification of Directors and Officers		115
Item 13. Financial Statements and Supplementary Data		115
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		115
Item 15. Financial Statements and Exhibits		116

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Glossary of Terms

Unless the context otherwise requires, when used in this Registration Statement, the following terms shall have the meanings set forth below.

“Adviser” means Invesco Advisers, Inc.

“Adviser Commitment Fee” means that certain fee that the Company pays the Adviser in an amount equal to 50% of any commitment fee charged to borrowers in connection with the origination of each new loan, with such fee not to exceed 0.50% of the whole loan on a fully funded basis.

“Advisory Agreement” means that certain Amended and Restated Advisory Agreement, by and among, the Company, Invesco Commercial Real Estate Finance Investments, LP and the Adviser, dated as of May 5, 2023, as amended.

“Affiliated Funds” means the commingled investment funds managed by the Adviser or its affiliates, including any related successor funds, alternative vehicles, supplemental capital vehicles, seed funds, and co-investment vehicles.

“Asset Specific Financing” means a credit facility utilized by the Company for the purpose of financing a pre-identified Credit Asset.

“Average Invested Assets” means, for a specified period, the average of the aggregate book value of the direct investments in equity interests in loans secured by real estate, before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

“Benefit Plan Investors” means investors which are subject to the fiduciary provisions of ERISA or the prohibited transaction rules of Section 4975 of the Code.

“Board” means the board of directors of the Company.

“Borrower” means a borrower to whom a loan constituting a Credit Asset was made or the issuer of preferred equity constituting a Credit Asset.

“Borrowing Costs” means the fees and expenses arising out of borrowings made by the Company, including, but not limited to, costs associated with the establishment and maintenance of any of our credit facilities, other financing arrangements, or other indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other similar costs).

“Bylaws” means the bylaws of the Company.

“Canyon” means Canyon Partners Real Estate.

“Capright” means Capright Property Advisors, LLC.

“Cause” means material breach of the Advisory Agreement that is not cured within 30 days, fraud, criminal conduct, conviction of a felony, willful misconduct or willful or negligent breach of fiduciary duty by the Adviser under the Advisory Agreement.

“CDO” means collateralized debt obligations.

“CFTC” means the U.S. Commodity Futures Trading Commission.

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“Charter” means the Company’s Articles of Amendment and Restatement as amended or restated.

“Chatham” means Chatham Financial Corp.

“Class” means a class of the Company’s Shares.

“Client Investment Vehicle” means investment vehicles formed to permit certain investors to invest in the Company or in multiple Invesco-sponsored products.

“CLO” means collateralized loan obligations.

“CMBS” means commercial mortgage-backed securities.

“Code” means the Internal Revenue Code of 1986.

“Common Shares” means the following five classes of common stock of the Company: Class S Shares, Class S-1 Shares, Class D Shares, Class I Shares, and Class E Shares.

“Company” means Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation.

“Company-Level Facilities” means credit facilities or other financing arrangements that are not secured by Credit Assets or other Investments. Company-Level Facilities, including the Subscription Facility, are intended to be used as short-term cash management tools to pay fees and expenses, finance investment activity and bridge Portfolio-Level Financing Arrangements.

“Continuous Offering” means the continuous, unlimited private placement offering of Common Shares to “accredited investors” (as defined in Rule 501 promulgated pursuant to the Securities Act), made pursuant to exemptions provided by Section 4(a)(2) of the Securities Act and applicable state securities laws.

“CRE Debt Securities” means investment grade, public and/or private commercial real estate debt securities.

“CRE OpCos” means operating companies in the business of or related to commercial real estate credit.

“Credit Assets” means loans and debt-like preferred equity interests secured by, or unsecured but related to, commercial real estate.

“Credit-Focused Accounts” means accounts advised by Invesco Real Estate that are primarily pursuing real-estate related lending opportunities in the United States.

“Dealer Manager” means Invesco Distributors, Inc.

“Dealer Manager Agreement” means that certain Dealer Management Agreement, by and among, the Company, Invesco Distributors, Inc. and Invesco Advisers, Inc., dated as of May 5, 2023.

“Debt Securities” means CRE Debt Securities and Non-CRE Debt Securities, which may also include government sponsored debt.

“Direct Leverage” means borrowings of the Company against its Credit Assets under credit facilities or securitizations including, but not limited to Warehouse Facilities, Asset Specific Financing and Term Loan Financing.

“Dodd-Frank” means the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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“Early Repurchase Redemption” means the repurchase of Shares under the Share Repurchase Plan that have not been outstanding for at least one year and that will be repurchased at 95% of the transaction price.

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

“ESG” means environmental, social, and governance.

“EU” means the European Union.

“Excess Amount” means the amount of operating expenses during the immediately prior four consecutive fiscal quarters in excess of the greater of 2.0% of Average Invested Assets or 25.0% of Net Income during such period.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FIRPTA” means the Foreign Investment in Real Property Tax Act of 1980, as amended.

“FTI” means FTI Consulting, Inc.

“IHCL” means Invesco Holding Company Limited.

“Independent Valuation Adviser” means an independent valuation adviser retained by the Company to value all or any portion of its assets or liabilities. As of the date of this Registration Statement, the Independent Valuation Advisers are Chatham and Capright.

“Interested Party” means a client of the Adviser or an entity that has a financial or other interest in Invesco Ltd., the parent company of the Adviser, or in any of its affiliates.

“Invesco” means Invesco Ltd.

“Invesco Real Estate” means the real estate investment center of the Adviser.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.

“Investments” means any Credit Assets or other investments by the Company, directly or indirectly, in property, real property, real estate-related assets or other assets.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Junior Tranche” means the B-note or mezzanine loan of the Credit Assets.

“Key Person(s)” means each of, and collectively, Scott Dennis, Beth Zayicek, Lee Phegley, Bert Crouch,

Charlie Rose and Greg Kraus.

“Leverage Limitation” means a leverage ratio of 65%, where “leverage ratio” is measured by dividing (x) the sum of the Company’s outstanding liabilities under its Direct Leverage strategies, by (y) the aggregate value of the underlying collateral securing the loans in the Company’s portfolio that are not subordinated loans, in each case calculated at the time that such leverage is incurred. The Company does not intend to incur indebtedness with respect to subordinated loans or with respect to its Debt Securities. Any refinancing of existing indebtedness will not be deemed to constitute incurrence of new Direct Leverage for purposes of the Leverage Limitation so long as the principal amount of Direct Leverage outstanding immediately after giving effect to the refinancing does not exceed the principal amount outstanding immediately prior to the refinancing. Company-

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Level Facilities, including the Subscription Facility, are not included in the Company’s leverage ratio calculations because they are intended to be used as short-term cash management tools; provided, however, that any amounts outstanding under a Company-Level Facility for more than twelve (12) months will be included in the leverage ratio calculation until such amounts are repaid.

“LIBOR” means the London interbank offered rate.

“Loan Risk Rating” means the overall loan risk rating of a particular loan investment based on several factors, including but not limited to, credit metrics and volatility, sponsorship, sector type, property condition and market to determine the overall health of each loan investment in the portfolio.

“LTV” means loan-to-value.

“Management Fee” means the fee that Adviser receives from the Company, which is equal to 1.0% per annum of the NAV with respect to Class S Shares, Class S-1 Shares, Class D Shares and Class I Shares, calculated monthly in arrears based on the month-end NAV of the month immediately preceding the date on which the Management Fee is calculated, and payable quarterly in arrears.

“MBS” means mortgage-backed securities.

“MGCL” means the Maryland General Corporation Law.

“NAV” means the net asset value of the Company calculated in accordance with our valuation guidelines.

“Net Income” means for any period, our total revenues applicable to such period, less the total expenses applicable to such period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Investments.

“Non-CRE Debt Securities” means any debt securities that are not real estate-related securities.

“Operating Expense Commencement Date” means the earlier of (1) the date that the Company’s aggregate NAV is at least $1 billion or (2) March 31, 2024.

“Organization and Offering Expense Commencement Date” means the earlier of (1) the date that the Company’s aggregate NAV is at least $1.0 billion or (2) March 31, 2024.

“Other Invesco Accounts” means the collective investment funds, REITs, vehicles, separately managed accounts, products or other similar arrangements sponsored, advised, or managed by the Adviser or one of its affiliates, including the Affiliated Funds, whether currently in existence or subsequently established (in each case, including any related successor funds, alternative vehicles, supplemental capital vehicles, seed funds, co-investment vehicles, vehicles formed to co-originate loans, and other entities formed in connection with the Adviser or its affiliates side-by-side or additional general partner investments with respect thereto).

“Performance Fee” means the fee that the Adviser is paid with respect to Class S Shares, Class S-1 Shares, Class D Shares and Class I Shares based on the value of our portfolio of investments as determined in connection with our determination of NAV, which is calculated by the Adviser in accordance with our valuation guidelines.

“Performance Fee Income” means the calculation of net income (determined in accordance with U.S. GAAP) allocable to such class of Shares adjusted as follows: (i) prior to the Organization and Offering Expense Commencement Date, net income will exclude organization and offering expenses advanced by the Adviser during the relevant period and (B) prior to the Operating Expense Commencement Date, net income will exclude operating expenses (including Borrowing Costs) advanced by the Adviser during the relevant period or (ii) after

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the Organization and Offering Expense Commencement Date and the Operating Expense Commencement Date, as applicable, the calculation of net income will include: (A) organization and offering expenses previously advanced by the Adviser that were repaid by us during the calendar year period (or partial period); (B) operating expenses (including Borrowing Costs) previously advanced by the Adviser that were repaid by us during the calendar year period (or partial period); (C) organization and offering expenses incurred on or after the Organization and Offering Expense Commencement Date, with the exception of upfront selling commissions and stockholder servicing fees incurred during the calendar year period (or partial period); and (D) operating expenses (including Borrowing Costs) incurred on or after the Operating Expense Commencement Date during the calendar year period (or partial period).

“Portfolio Level-Financing Arrangements” includes Direct Leverage and Structural Leverage.

“Qualifying Transaction” means the inaugural issuance of Common Shares (other than Common Shares included in a Stapled Unit) to a third-party pursuant to the Continuous Offering.

“Ramp-Up Period” means the period prior to the time that we have raised substantial offering proceeds and acquired a broad portfolio of Credit Assets.

“Registration Statement” means this General Form for Registration of Securities on Form 10 pursuant to the Exchange Act.

“REIT” means real estate investment trust.

“REO” means real estate owned.

“RIG” means REIT Investment Group, LLC.

“Repurchase Date” means the last calendar day of the month.

“SEC” means the Securities and Exchange Commission.

“Second Amendment” means that Second Amendment to the Invesco Subscription Agreement, dated as of August 23, 2023, by and between the Company and Invesco Realty, Inc.

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

“Senior Tranche” means the A-note portion of the of the Credit Assets.

“Series A Preferred Stock” means the 12.5% Series A Redeemable Cumulative Preferred Stock, $0.01 par value per share, of the Company.

“Servicing Fee Limit” means, with respect to any holder of Class S Share or Class D Share, an aggregate amount of selling commissions and stockholder servicing fees paid with respect to the Shares held by such stockholder equal to 8.75% of the gross proceeds from the sale of such Shares (including the gross proceeds of any Shares issued under our distribution reinvestment plan upon the reinvestment of distributions paid with respect thereto or with respect to any Shares issued under our distribution reinvestment plan directly or indirectly attributable to such Share).

“Share Repurchase Plan” means the plan whereby stockholders will be able to request that the Company repurchase all or any portion of their Common Shares on a monthly basis, subject to the terms and conditions of the plan.

“Shares” means Common Shares and Series A Preferred Stock.

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“SOFR” means the secured overnight financing rate.

“SPE” means special purpose entities.

“Sponsor” means the fund or manager that owns or manages the Borrower.

“Stapled Unit” means a unit consisting of one share of each of the Series A Preferred Stock, Class D Share, Class I Share and Class S Share.

“Structural Leverage” means the interest of one or more third parties in any whole loan Investment due to co-originations or A-note sales.

“Subscription Facility” means that subscription-backed revolving credit facility provided by Bank of America and certain of its affiliates to Invesco Commercial Real Estate Finance Investments, LP, as the borrower.

“Term Loan Financing” means a credit facility used by the Company for the purpose of financing a pre-identified pool of Credit Assets.

“Termination Fee” means an amount payable to the Adviser in connection with the termination of the Adviser, equal to three times the sum of the average annual Management Fee earned by the Adviser during the 24-month period immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination.

“Total Return Per Share” means, with respect to any calendar year and with respect to any class of Common Shares, an amount equal to: (i) the cumulative distributions per share accrued with respect to such class of Shares since the beginning of the calendar year plus (ii) the change in NAV per Share of such class of Shares since the beginning of the calendar year, prior to giving effect to (y) any accrual for Performance Fees with respect to such class of Shares or (z) any applicable Stockholder Servicing Fees.

“U.S. GAAP” means the U.S. generally accepted accounting principles.

“USRPI” means a United States real property interest.

“Valuation Guidelines” means valuation guidelines whose overarching principle is to produce a valuation as of the measurement date that represents a fair and accurate estimate of the price that would be received for the Company’s assets, less liabilities, in an arm’s length transaction between a willing buyer and seller in possession of all material information about the Company’s assets and liabilities.

“Warehouse Facility” means a credit facility, such as a repurchase agreement, used by the Company for the purpose of financing Credit Assets.

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Explanatory Note

Invesco Commercial Real Estate Finance Trust, Inc. is filing this General Form for Registration of Securities on Form 10 (this “Registration Statement”), pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless the context indicates otherwise, all references in this registration statement to “we,” “us,” “our,” or “the Company” refers to Invesco Commercial Real Estate Finance Trust, Inc.

We have filed this Registration Statement with the Securities and Exchange Commission (the “SEC”) under the Exchange Act on a voluntary basis to provide current information to holders of our common stock.

Once this registration statement is deemed effective, we will be required to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(b) of the Exchange Act.

We are an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”).

Cautionary Note Regarding Forward-Looking Statements

This Registration Statement contains forward-looking statements about our business and prospects, including, in particular, statements about our plans, strategies and objectives. You can generally identify forward-looking statements by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words. These statements include our 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 our control. Although we believe 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 our 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 us or any other person that our plans, strategies and objectives, which we consider to be reasonable, will be achieved.

You should carefully review the section entitled “Risk Factors” for a discussion of the risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition. Except as otherwise required by federal securities laws, we do not undertake to publicly update or revise any forward-looking statements, including (but not limited to), as a result of new information and future events.

Item 1. Business

General

Invesco Commercial Real Estate Finance Trust, Inc. is a Maryland corporation formed on October 27, 2022, sponsored by Invesco Ltd. (“Invesco”) and managed by Invesco Advisers, Inc. (the “Adviser”), a subsidiary of Invesco. We are structured as a non-exchange traded, perpetual-life real estate investment trust (“REIT”), and therefore our securities are not listed on a national exchange, and as of the date of this Registration Statement there is no plan to list the securities on a national exchange.

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Our primary investment strategy is to originate, acquire, and manage a diversified portfolio of loans and debt-like preferred equity interests secured by, or unsecured but related to, commercial real estate (the “Credit Assets”). To a lesser extent, we may purchase non-distressed public or private debt securities and invest in operating companies in the business of or related to commercial real estate credit.

We intend to qualify as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”) commencing with the tax year ended December 31, 2023. We expect to invest substantially all of our assets through Invesco Commercial Real Estate Finance Investments, LP, a Delaware limited partnership and a wholly-owned subsidiary of the Company (the “Operating Partnership”), and through one or more special purpose entities (“SPEs”) formed to hold investments and carry out our investment strategies. We have five classes of shares of common stock: Class S Shares, Class S-1 Shares, Class D Shares, Class I Shares, and Class E Shares (together, the “Common Shares”). Our board of directors has also classified and designated 125 shares of 12.5% Series A Redeemable Cumulative Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock” and together with the Common Shares, the “Shares” and each class of such Shares, a “Class”).

We are not registered, do not intend to register or be required to register, as an investment company under the Investment Company Act. We intend to conduct our operations, directly and through wholly or majority-owned subsidiaries or other controlled entities, so that we and each of our subsidiaries are not required, as such requirements have been interpreted by the SEC staff, to be registered as an investment company under the Investment Company Act. Under Section 3(a)(1)(A) of the Investment Company Act, a company is deemed to be an “investment company” if it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities.

As a result of the restrictions of the Investment Company Act, we will be limited in the types of assets we acquire and hold and the manner in which we hold them. For example, Investment Company Act restrictions will limit our ability to acquire mortgage-backed securities that represent less than the entire ownership in a pool of mortgage loans, debt and equity tranches of certain securitizations, certain asset-backed securities and real estate companies, and non-real estate-related assets. In addition, we may be unable to dispose of assets that we would otherwise want to sell and may need to sell assets that we would otherwise wish to retain. In addition, we may be required to acquire additional income- or loss-generating assets that we might not otherwise acquire or forego opportunities to acquire interests that we would otherwise want to acquire. Further, although we intend to monitor our portfolio periodically and prior to each investment acquisition and disposition, there can be no assurance that we will be able to maintain an exception from, or otherwise avoid falling within, the definitions of investment company under the Investment Company Act.

We adopted a Share Repurchase Plan (the “Share Repurchase Plan”) whereby stockholders will be able to request that we repurchase all or any portion of their Common Shares on a monthly basis, subject to the terms and conditions of the Share Repurchase Plan, although we are not obligated to repurchase any Shares and may choose to repurchase only some, or even none, of the Common Shares that have been requested to be repurchased in any month in our discretion. Our ability to fulfill such repurchase requests will be subject to a number of limitations. As a result, Share repurchases may not be available each month. Under our Share Repurchase Plan, to the extent we choose to repurchase Shares in any month, we will only repurchase Shares as of the opening of the last calendar day of that month. Repurchases will be made at a price equal to the Share transaction price in effect as of the opening of the last calendar day of that month, except that Shares that have not been outstanding for at least one year will be repurchased at 95% of the transaction price. The total amount of aggregate repurchases of Common Shares is limited to no more than 2% of our aggregate NAV per month and no more than 5% of our aggregate NAV per calendar quarter.

Invesco Real Estate

Invesco Real Estate is the real estate investment center of the Adviser. Established in 1983, Invesco Real Estate currently has 21 offices across 16 countries and over 500 employees worldwide. As of March 31, 2023,

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Invesco Real Estate manages approximately $91.1 billion in real estate investments on behalf of investors globally. Invesco Real Estate has originated approximately $15.4 billion of U.S. real estate credit transactions since 2011 in North America, and has established in-house expertise in credit originations, structuring, and financing.

Investment Objectives

Our investment objectives are the following:

• To provide stockholders with stable, current income in the form of monthly distributions;

• To protect invested capital by maintaining credit standards, a disciplined credit mandate, a risk-based approach to balance sheet management and through proactive management of the portfolio; and

• To create portfolio diversification by investing across different markets and property types, avoiding excess sponsor/borrower concentration, and by originating, acquiring, and managing different types of mortgages and other loans.

We cannot assure you that we will achieve our investment objectives. See the section entitled “Risk Factors” for more detailed descriptions of the risks related to investment in the Company.

As of August 24, 2023, we have invested $311,530,000 in four commercial real estate loans with third parties. We primarily financed our investments with borrowings under our revolving credit facility and repurchase agreements.

To deploy our investment strategy, we may invest on a selective basis in co-investments with other clients advised by Invesco, joint ventures, and in Affiliated Funds with a commercial real estate strategy. “Affiliated Funds” are commingled investment funds managed by the Adviser or its affiliates, including any related successor funds, alternative vehicles, supplemental capital vehicles, seed funds, and co-investment vehicles. If we invest in Affiliated Funds, we expect to bear or pay management fees, performance fees and/or transaction fees to the Adviser or affiliates of the Adviser as well as operating expenses as a result of any investment in an Affiliated Fund. Any such investment will be subject to prior approval by the Company’s board of directors (the “Board”).

Invesco’s Investment

An affiliate of Invesco has committed to purchase up to $300,000,000 in our common shares. The affiliate committed to purchase an aggregate of $150,000,000 in common shares of the Company, which may be called by the Company in one or more closings at any time prior to March 23, 2028. The affiliate also agreed to purchase up to an additional aggregate of $150 million of Shares, as needed to avoid triggering any concentration limit imposed by a third party in connection with its distribution or placement of shares of the Company.

Invesco’s affiliate may not submit the Shares it purchases for repurchase pursuant to the Share Repurchase Plan until the earlier of March 23, 2028 and the date that our aggregate NAV is at least $1.5 billion, and any such repurchase request may be accepted only after all requests from unaffiliated stockholders have been fulfilled. We may elect to repurchase all or any portion of the common shares acquired by Invesco’s affiliate at any time at a per Share price equal to the most recently determined NAV per Share for the applicable Class (or another transaction price we believe reflects the NAV per Share more appropriately than the prior month’s NAV per Share), subject to any applicable diversification requirements of third parties. Notwithstanding anything herein to the contrary, Invesco’s affiliate has agreed that it will hold the Shares issued to such affiliate representing the initial $200,000 of its investment for so long as the Adviser or its affiliate acts in an advisory capacity to us.

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Real Estate Investment Trust

We intend to qualify as a REIT for U.S. federal income tax purposes beginning with our taxable year ending December 31, 2023.

In general, a REIT is a company that:

• combines the capital of many investors to acquire or provide financing for real estate assets;

• satisfies the various requirements of the Code, including a requirement to distribute to stockholders at least 90% of its REIT taxable income (determined without regard to the dividends-paid deduction and excluding net capital gain) each year; and

• is generally not subject to U.S. federal corporate income taxes on its net taxable income that it currently distributes to its stockholders, which substantially eliminates the “double taxation” (i.e., taxation at both the corporate and stockholder levels) that generally results from investments in an entity that is taxed as a corporation for U.S. federal income tax purposes.

The Company intends to identify itself as a “mortgage REIT” in its first income tax return on Form 1120 REIT.

Exchange Listing and Term of the Company

We are structured as a non-exchange traded, perpetual-life REIT. A “non-exchange traded REIT” is a REIT whose shares are not listed for trading on a stock exchange or other securities market. We use the term “perpetual life REIT” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the REIT monthly on a continuous basis at a price generally equal to the REIT’s prior month’s NAV per share, plus any applicable upfront selling commissions. Prior to the initial Qualifying Transaction, the shares may be sold at a price equal to $25.00 per share.

The Common Shares generally differ from shares of REITs that are listed for trading on a stock exchange in a number of ways, including:

• Shares of exchange-traded REITs are priced by the trading market, which is influenced generally by numerous factors, not all of which are related to the underlying value of the entity’s assets and liabilities. Whereas, the estimated value of our assets and liabilities will be used to determine our NAV rather than the trading market.

• An investment in the Common Shares has limited or no liquidity. We expect to provide limited liquidity through our Share Repurchase Plan. Our Share Repurchase Plan may be modified or suspended at any time. In contrast, an investment in an exchange-traded REIT is a liquid investment, as shares of an exchange-traded REIT can be sold on an exchange.

• Exchange-traded REITs may be self-managed, whereas our operations are managed by the Adviser.

Borrowings

We expect to finance our senior Credit Assets through one or more Portfolio Level-Financing Arrangements. We will seek to maintain a target level ratio of 50% to 65% of the aggregate value of the underlying collateral of our senior Credit Assets. Notwithstanding the foregoing, the Adviser may exceed the maximum leverage ratio of 65% during the period prior to the time that we have raised substantial offering proceeds and acquired a broad portfolio of Credit Assets (the “Ramp-Up Period”).

Subject to the limited exceptions described below, the Adviser will not, without the approval of the Board, cause the Company to incur new Direct Leverage if such incurrence would result in the leverage ratio exceeding 65% (the “Leverage Limitation”). There is no limit on the amount of leverage we may borrow with respect to any individual Credit Asset or portfolio of loans.

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As used herein, “leverage ratio” is measured by dividing (x) the sum of our outstanding liabilities under our Direct Leverage strategies, by (y) the aggregate of the underlying collateral securing the loans in our portfolio that are not subordinated loans at the time such leverage is incurred. The value of the collateral underlying a Credit Asset is calculated as of the date on which the loan (or another instrument) is extended to the borrower.

We do not intend to incur Direct Leverage with respect to subordinated Credit Assets or to finance our Debt Securities.

Any refinancing of existing indebtedness will not be deemed to constitute incurrence of new Direct Leverage for purposes of the Leverage Limitation so long as the principal amount of Direct Leverage outstanding immediately after giving effect to the refinancing does not exceed the principal amount outstanding immediately prior to the refinancing.

We also may use Company-level credit facilities (“Company-Level Facilities”) to pay fees and expenses, finance investment activity and bridge Portfolio-Level Financing Arrangements. Company-Level Facilities are not included in our leverage ratio calculations because they are intended to be used as short-term cash management tools; provided, however, that any amounts outstanding under a Company-Level Facility for more than twelve (12) months will be included in the leverage ratio calculation.

There is no limit on the amount of indebtedness we may incur during the Ramp-Up Period or with the consent of our Board. For a discussion of the risks associated with our use of leverage, see the section entitled “Risk Factors.”

Related Invesco Accounts

U.S. Investment Opportunities

Invesco expects there to be sufficient investment opportunities for us within the investment guidelines because of the scale of the U.S. real estate market. We expect there will be overlap of opportunities, however, with certain Other Invesco Accounts (as defined below) that are actively investing, and possible overlap with future Other Invesco Accounts in the U.S. market. This overlap will from time to time create conflicts of interest, which the Adviser will seek to manage in a fair and equitable manner for the Adviser’s clients over time, while balancing the needs of such clients to complete transactions on a cost-effective and timely basis, and in accordance with the Adviser’s then-prevailing policies and procedures for U.S. opportunities. These procedures currently provide that we and Other Invesco Accounts advised by Invesco Real Estate which are primarily pursuing real-estate related lending opportunities in the United States (“Credit-Focused Accounts”) will receive priority for eligible investment opportunities on Invesco Real Estate’s debt log and that, subject to limited exceptions set forth in the applicable allocation policy, such opportunities will be rotated between us and other Credit-Focused Accounts unless we or the other Credit-Focused Account waives such opportunities (the Adviser’s client securing an opportunity is rotated below the client not securing such opportunity, including among the relevant Credit-Focused Accounts, except in limited circumstances). This process is completed in advance of the final Investment Committee meeting. To the extent that all Credit-Focused Accounts pass on an opportunity, Other Invesco Accounts not qualifying as a Credit-Focused Account will have access to the opportunity in accordance with the debt log and relevant allocation policies and procedures of the Adviser. Follow-on transactions with the same borrower on the same collateral or future transactions with the same sponsor that are cross-collateralized with one or more existing loans made by a client on the debt log will be first offered to the client which captured the initial transaction and, if secured by such client, will not necessitate rotation to the bottom of the client’s relative position on the log. Invesco Real Estate clients seeking a co-investment on an opportunity may use their position on a particular rotation log for a transaction as long as they can meet the timing and other relevant conditions for such transaction. In determining a co-investment partner among other Invesco Real Estate clients, if applicable, the rotation log policies and procedures will apply. There are exceptions to the use of the specific rotating basis for allocation, including that investment

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opportunities that are part of a client strategy to assemble like properties with a clearly defined and agreed-upon strategic and/or geographic focus may be allocated to the applicable client, discretionary capital sources may be given priority for investment sources for which a discretionary capital source is preferred, and investments that are part of a programmatic strategy between client and an operating partner will be allocated to the applicable client, in each case, regardless of the position of such clients in the rotation log. We will be included in the rotation log of Invesco Real Estate for debt/origination opportunities.

Waiver of such investment opportunities by us and other Credit-Focused Accounts will be subject to the following general considerations: (1) our investment objectives and those of such Credit-Focused Accounts; (2) the sourcing and timing of the transaction; (3) the size and nature of the investment; (4) the relative amounts of capital available for investment by us and such Credit-Focused Account; (5) the expected return profile, maturity profile, leverage profile, risk profile, and other features of the applicable investment opportunity and its impact on portfolio concentration and diversification; (6) any structural and operational differences between us and such other Credit-Focused Account and any applicable investment limitations (including, without limitation, exposure limits, hedging limits and diversification considerations) of ours and such other Credit-Focused Account, investment limitations, parameters or contractual provisions of ours and such other Credit-Focused Account; (7) the eligibility of us and such other Credit-Focused Account to make such investment under applicable laws; (8) any other applicable tax, accounting, legal, regulatory, compliance or operational considerations deemed relevant by the Adviser and its affiliates including, without limitation, maintaining our qualification as a REIT and our status as a non-investment company under the U.S. Investment Company Act of 1940 (the “Investment Company Act”); and (9) any other requirements contained in our corporate governance documents and those of such other Credit-Focused Accounts and any other considerations deemed relevant by the Adviser, Invesco and their affiliates in good faith. The Board is responsible for ensuring that the allocation methodology described above is applied fairly to us.

Non-U.S. Investment Opportunities

For non-U.S. opportunities, the Adviser’s affiliates, who are SEC-registered investment advisers (where registration does not imply any certain level of skill or training) or exempt reporting advisers, will allocate opportunities to us and Other Invesco Accounts investing in non-U.S. opportunities in what the Adviser’s affiliates believe are a fair and equitable manner over time, such decisions made at the relevant affiliates’ discretion while balancing the needs of such clients to complete transactions on a cost-effective and timely basis, and in accordance with the Adviser’s affiliates’ then-prevailing policies and procedures for non-U.S. opportunities. Such processes use a conflicts log that is designed to allocate opportunities to clients based on the order of their priority on the log when a conflict between two eligible clients arises.

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Structure:

The following chart shows our current ownership structure including the Operating Partnership:

Board of Directors

We will operate under the direction of the Board. We currently have seven directors, four of whom have been determined to be independent of us, the Adviser, Invesco and their affiliates. The independent directors are responsible for reviewing the performance of the Adviser and approving the compensation paid to the Adviser and its affiliates. The directors are elected annually by our stockholders. The names and biographical information of the directors are provided under “Directors and Executive Officers.”

Business Strategy Overview

To accomplish our investment objectives, we will primarily seek to originate, acquire, and manage Credit Assets. We expect that we will generally structure these Credit Assets as whole loans, B-notes, mezzanine loans,

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and/or debt-like preferred equity. Proceeds may be used by the Borrower or Sponsor for property acquisitions, refinancings, recapitalizations, repositioning or other purposes.

Central to our investment strategy is a focus on “credit over yield,” meaning that we will seek to make loans: (1) to experienced Sponsors seeking loans for commercial real estate properties, which are located in areas or regions that we believe to be liquid, (2) at leverage levels that we believe can be supported by the collateral, (3) generally at floating rates, and (4) primarily for business plans that seek to prioritize capital preservation over what we believe to be potentially excessive risk.

We expect to primarily originate, acquire, and manage Credit Assets that are secured or backed by real estate located in North America, however up to 30% of our assets (calculated at the time the transaction closes) may be invested in Europe and the Asia-Pacific region.

We expect to originate, acquire, and manage loans on properties within a broad range of commercial property types primarily in properties within sectors where Invesco Real Estate has sector convictions and bolstered by the team’s experience through various economic cycles. Specific sector convictions may change over time as market conditions change and different Credit Asset and other real estate related credit investment opportunities become available.

We may also engage in other activities as part of our overall strategy, as described below:

• Debt Securities: To a lesser extent, we may purchase non-distressed public or private debt securities. We may make investments in investment grade, public and/or private commercial real estate debt securities (“CRE Debt Securities”) and debt securities that are not real estate (“Non-CRE Debt Securities” and collectively with CRE Debt Securities, “Debt Securities”), which may include government sponsored debt.

• CRE OpCos: On a selective basis, we may invest in operating companies in the business of or related to commercial real estate credit through debt or equity investment.

• Derivatives: In the ordinary course of business, we may hedge interest rate and foreign currency exposure with derivative financial instruments.

There can be no assurance that we will be able to implement our investment strategy or achieve our investment objectives.

Credit Assets

Credit Assets are the loans made by us secured by or related to commercial real estate and primarily structured as whole loans, B-notes, mezzanine loans, and/or debt-like preferred equity as described below.

Whole Loans

We originate, purchase and manage whole loans (or interests in whole loans) secured by first mortgage liens on commercial real estate, which provide financing to Sponsors or Borrowers. Whole loans are single issuance loans usually in an amount up to 80% of the underlying value of the collateral (“loan-to-value” or “LTV”). We may bifurcate this loan into a senior tranche, known as the A-note (“Senior Tranche”), and a junior tranche, known as the B-note or mezzanine loan (“Junior Tranche”) with the intention of selling the Senior Tranche and retaining the Junior Tranche. The Senior Tranche will usually comprise the first 50% to 65% of the LTV of such Credit Asset, and the Junior Tranche will represent the remaining, subordinated amount of the whole loan. In the event of a Borrower default, a whole loan generally will be paid off before other forms of debt or equity of the Borrower that are outstanding. When the whole loan is divided into a Senior Tranche and Junior Tranche structure, the Senior Tranche will receive priority of payment before the Junior Tranche is paid.

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B-Notes

We may originate, purchase and manage B-notes, which are typically privately negotiated loans that are secured by first lien mortgages on a single commercial property or groups of related commercial properties and subordinated to A-notes secured by prior positions in the same first lien mortgages on the same property or groups of properties. The subordination of a B-note typically is evidenced by a co-lender agreement with the holder of the related A-note. A B-note is subject to more credit risk with respect to the underlying mortgage collateral than the corresponding A-note.

Mezzanine Loans

We may originate, purchase and manage mezzanine loans, which are loans made to Sponsors that are secured by pledges of their equity ownership interests in the entity holding the underlying real property. Mezzanine loans are junior to whole loans (both A-notes and B-notes) and first mortgage loans, which are secured by first or second mortgage liens (collectively referred to as senior loans), but are senior to the equity ownership interest. Upon default, we can foreclose on the equity ownership interests pledged and hold equity ownership of the commercial real estate subject to performance on the senior mortgage loans.

Preferred Equity

We may choose to structure an investment as preferred equity that contains debt-like features. Preferred equity generally ranks junior to all existing and future indebtedness, including senior and mezzanine loans, but ranks senior to the Borrower’s common equity. Preferred return payments are similar to interest payments in that they are paid from cash flows. If cash flows are unavailable for these payments, the interest may accrue over time adding to the principal amount to be repaid. Upon default, we can exercise control and may take ownership of the commercial real estate subject to performance on the senior mortgage loans.

Loan Terms

In seeking to achieve our investment objectives, we will generally target the following qualifications and terms when originating, structuring, and evaluating Credit Assets. Actual loan terms will be subject to the prevailing market standards at the time the loan is extended, and the terms listed in this section may not ultimately be obtained:

• Sponsor Qualifications – We will seek to identify Borrowers with strong sponsorships that we believe have solid credit histories, a demonstrated loan repayment history, and access to capital.

• Loan Amounts – We will seek to lend 65% to 75% of the collateral value for individual Credit Assets, but will not exceed 80% of the LTV on any individual Credit Asset, and a maximum 75% portfolio LTV ratio on our portfolio as a whole.

• Interest Rate – Credit Assets targeted by us generally will be subject to floating interest rates, which the Adviser believes will generally allow stockholders to benefit from a rising interest rate environment while simultaneously providing a hedge against inflation. Floating interest rate loans will generally be structured with interest rate floors, and Borrowers will typically be required to purchase interest rate caps. Fixed rate financing may also be utilized in certain circumstances.

• Term – Credit Assets targeted by us generally will be short-term, typically ranging in length from 3-5 years with one-year extension options. Credit Asset maturities will generally align with other property-level financing, if any, and will consider business plan execution and exit timing for each transaction.

• Downside Protection – We will seek terms that incorporate one or more structural elements designed to preserve and protect investor capital, which may include reserves, cash flow sweeps/lockboxes, holdbacks/earn-outs, non-recourse carve-outs, and Sponsor guarantees, among other elements.

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• Collateral – The Credit Assets targeted by us will be secured or backed by high-quality commercial real estate properties that are (1) predominantly “core-plus” risk profiles (although core and high yield credit profiles will also be considered), (2) typically located in areas or regions that we believe to be liquid, and (3) in property-type sectors in which we have high conviction, as described in more detail below.

• Fees – Market conditions permitting, we will seek to structure fees related to commitment (or origination), extension, modification and exit that will be payable by the Borrowers.

Risk Profile

We expect to make loans on commercial real estate with profiles that the Adviser believes span the risk/return spectrum. We will primarily target commercial real estate with a core plus (moderate risk) profile, but we may also originate or acquire commercial real estate loans with core (lower risk) and high yield (higher risk) profiles.

Core - Lower risk investment style (otherwise known as investment grade) secured by properties with stable cash flows without significant near-term lease expirations or material renovations needed.

Core Plus - Moderate risk profile such as (1) loans secured by transitioning properties requiring leasing and/or moderate renovations, (2) modest leverage on senior loans (typically 50% to 65% LTV), (3) subordinate debt investments, or (4) construction loans limited to properties in strong markets with experienced Sponsors.

High Yield - Higher risk and return metrics for investments such as: (1) transitional loans secured by properties requiring significant development or repositioning, (2) higher leverage mezzanine debt and preferred equity (typically 75% to 80% LTV), (3) construction loans at varying leverage levels, (4) riskier borrower profiles, and (5) distressed debt.

Market & Sector Selection

We will seek to originate, acquire, and manage a diverse portfolio of Credit Assets secured by commercial real estate properties in property type and market combinations where the Adviser believes fundamentals support the basis of each loan, the property business plan execution, and an ability to be repaid all proceeds within the stated loan term and/or extensions.

We will seek to leverage the market knowledge embedded within Invesco Real Estate’s platform since its inception over 40 years ago. Invesco Real Estate will utilize its data science capabilities and review information derived from top-down economic data and bottom-up property-level data to seek to identify what it believes to be the best performing market and sector combinations.

Market Selection

We will primarily seek to originate, acquire, and manage Credit Assets that are secured or backed by real estate located in North America. We may selectively diversify our portfolio on a global basis through Credit Assets secured or backed by properties located within specific countries in Europe (European Union, Norway, United Kingdom, and Switzerland) and the Asia-Pacific region (Australia, New Zealand, Japan, South Korea, Hong Kong, and Singapore) up to 30% of our assets, calculated at the time the transaction closes.

Sector Selection

Generally, we will seek to originate, acquire, and manage loans within a broad range of commercial property types primarily in, but not limited to, multifamily, single-family rental, senior housing, industrial,

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industrial outdoor storage, self-storage, life science, and select lifestyle and grocery anchored retail, and to a lesser extent ground leases, net leases, medical office, cold storage, data centers, manufactured housing, and other specialty product types. Specific sector selections may change over time as market conditions change and different opportunities become available.

Financing Arrangements

We use leverage to provide additional funds to support our investment activities. In addition to our Subscription Facility or other Company-Level Facilities we may enter into, we expect to incur indebtedness through the financing arrangements described below:

1. Structural Leverage: We may elect to reduce our position in the whole loans through co-origination or A-note sales, which will eliminate our exposure or liability associated with the Senior Tranche of the loan, as described below:

• Co-Origination: We may co-originate a whole loan in conjunction with a senior lender and simultaneously close on the Junior Tranche. This structure allows for matched-term and generally non-recourse financing of the portfolio, without cross-collateralization.

• A-note Sales: We may split a whole loan into two pieces (Senior Tranche / Junior Tranche) and sell the Senior Tranche to a third-party. This structure allows for matched-term and generally non-recourse financing, without cross-collateralization.

2. Direct Leverage: We may elect to borrow against our credit assets through the kinds of arrangements described below:

• Loan Facilities:

➣ Warehouse Facility – a credit facility, such as a repurchase agreement, used by us for the purpose of financing Credit Assets. Defining characteristics generally include: non-match term, credit based margin calls, partial recourse, and cross collateralization with other Credit Assets on the same Loan Facility.

➣ Asset Specific Financing (Debt-on-Debt) – a credit facility used by us for the purpose of financing a pre-identified Credit Asset. Defining characteristics generally include: match term, no margin call rights, partial to no recourse, and no cross collateralization with other Credit Assets.

➣ Term Loan Financing (Debt-on-Debt) – a credit facility used by us for the purpose of financing a pre-identified pool of Credit Assets. Defining characteristics generally include: match term, no margin call rights, partial to no recourse, and cross collateralization with other Credit Assets on the same Loan Facility.

• Securitization: We may choose to contribute all or a subset of the Credit Assets in the portfolio to an asset-backed securitized offering, such as a commercial real estate collateralized loan obligation, commercial mortgage-backed securities (“CMBS”), or some other structured finance vehicle. Defining characteristics generally include: match term, no margin call rights, no recourse, and cross collateralization with other Credit Assets on the same securitization.

There is no limit on the amount we may borrow with respect to any individual Credit Asset or a sub-portfolio of Credit Assets. Our target leverage ratio after the Ramp-up Period is approximately 50-65%. After the Ramp-Up Period, our investment guidelines limit our maximum leverage ratio to 65%.

“Leverage ratio” is measured by dividing (x) the sum of our outstanding liabilities under our Direct Leverage strategies, by (y) the aggregate value of the underlying collateral securing the loans in our portfolio that are not subordinated loans at the time that such leverage in incurred. We will not place debt on subordinated loans or Junior Tranche positions in the portfolio.

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Company-Level Facilities are not included in the leverage ratio calculation because they are intended to be used as short-term cash management tools; provided that any Company-level credit facility outstanding more than twelve months will be included in the leverage ratio calculation.

Debt Securities

We may invest up to 10% of our assets in Debt Securities as part of our investment strategy. Investments in Debt Securities are designed to supplement current income of our Credit Assets through the purchase of non-distressed public or private debt securities as described in more detail below.

We intend to invest in liquid CRE Debt Securities focused on non-distressed, investment grade, public and private real estate-related debt securities, including, but not limited to, CMBS, corporate bonds, mortgage loans, real estate mortgage investment conduits, and other forms of debt, mezzanine and preferred equity. Although our CRE Debt Securities portfolio will principally be comprised of securities in which the underlying properties are located in the United States, we may selectively diversify our portfolio on a global basis through Debt Securities in which the underlying properties are located outside the United States.

We may also purchase Non-CRE Debt Securities, including but not limited to, U.S. government securities including bills, notes and bonds issued or guaranteed by the U.S. Treasury, U.S. government agencies or instrumentalities, non-U.S. government securities, certificates of deposit issued against funds deposited in a bank or a savings and loan association, commercial paper, bankers’ acceptances, fixed time deposits, shares of money market funds, credit-linked notes, repurchase agreements with respect to any of the foregoing, or any other fixed income securities that the Adviser considers consistent with this strategy.

Operating Companies

On a selective basis, we may invest directly in operating companies in the business of or related to commercial real estate credit (referred to herein as CRE OpCos). We may invest in CRE OpCos through private debt or equity offerings.

Ramp-Up Period

The Adviser may deviate from the target ratios during the Ramp-Up Period. During the Ramp-Up Period, the Adviser will balance the goal of achieving our portfolio allocation targets with the goal of carefully evaluating and selecting investment opportunities to maximize risk-adjusted returns. When the Adviser determines that the Ramp-Up Period has ended, the Adviser will notify the Board and provide its reasoning for the decision. If the Board does not object to the Adviser’s conclusion that the Ramp-Up Period has concluded, then within thirty days after the Adviser’s notice to the Board that the Ramp-Up Period has concluded, the Ramp-Up Period will be deemed to have concluded and the Adviser will be expected to maintain the foregoing portfolio allocations, maximum leverage ratio described below, and all other investment restrictions here. The Adviser may also deviate from the target ratios during other periods in which the Adviser determines that economic or market conditions are unfavorable for us. In the event the Adviser makes such determination, the Adviser will notify the Board and the Board may object to such deviations.

Valuation Policy

The overarching principle of our valuation guidelines is to produce a valuation as of the measurement date that represents a fair and accurate estimate of the price that would be received for our assets, less our liabilities, in an arm’s length transaction between a willing buyer and seller in possession of all material information about our assets and liabilities. Under the direction of the Board, these valuation guidelines (“Valuation Guidelines”) will be administered by the Adviser, with the assistance of one or more independent valuation advisers (each an “Independent Valuation Adviser” and collectively, the “Independent Valuation Advisers”) that will provide

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valuations of certain assets and liabilities as described herein. As of the date of this Registration Statement, we have engaged Chatham Financial Corp. (“Chatham”) and Capright Property Advisors, LLC (“Capright”) as Independent Valuation Advisers.

The calculation of NAV is intended to equal the value of all our assets, including Credit Assets, Debt Securities, cash, receivables and other assets obtained in the ordinary course of business; less our outstanding liabilities, including but not limited to Company-Level Facilities and portfolio-level facilities, securitized loans, payables, and other liabilities incurred in the ordinary course of business. NAV will likely differ from the book value of our equity reflected in our financial statements. See the section entitled “Valuation Guidelines” for additional information regarding the methodology for calculating NAV.

Each of the Independent Valuation Advisers will be selected by the Adviser and approved by the Board, including a majority of independent directors. In special situations when, in the Adviser’s reasonable judgment, the administration of these Valuation Guidelines would otherwise result in a valuation that does not represent a fair and accurate estimate of the value of our assets and liabilities or the price that would be received for our Shares in an arm’s length transaction between market participants in an orderly transaction, the Adviser and, to the extent of the Independent Valuation Advisers’ responsibilities with respect to the valuation of our assets and liabilities, the applicable Independent Valuation Adviser, may apply alternative methodologies; provided, however that the Adviser and, if applicable, the applicable Independent Valuation Adviser, will notify the Board of any alternative methodologies utilized and their impact on the overall valuation of our assets and liabilities at the next scheduled meeting.

Each year, the Board, including a majority of the independent directors, will review the appropriateness of these Valuation Guidelines. From time to time, the Board, including a majority of the independent directors, may adopt changes to these Valuation Guidelines if the Board (1) determines that such changes are likely to result in (a) a more accurate reflection of the NAV or (b) a more efficient or less costly procedure for the determination of NAV without having a material adverse effect on the accuracy of such determination or (2) otherwise reasonably believes a change is appropriate for the determination of the NAV. In its discretion, the Board, including a majority of the independent directors, has the right to engage additional independent valuation firms to confirm the valuation of our assets and liabilities and to assist with the Board’s annual review of these Valuation Guidelines.

Fair market value of our portfolio will be determined as appropriate for each type of investment in our portfolio, in the manner set out in the Valuation Guidelines.

Each valuation report prepared by an Independent Valuation Adviser is addressed solely to us. The Board has delegated to the Adviser the responsibility for monitoring significant events that may materially affect the values of our assets and liabilities for determining whether the existing valuations should be re-evaluated prior to the next scheduled monthly valuation in light of such significant events.

The Board will not be involved in the periodic valuation of our assets and liabilities, but will periodically receive and review such information about the valuation of our assets and liabilities as it deems necessary to exercise its oversight responsibility. Each of the Independent Valuation Advisers will report directly to the Board and will not be affiliated with us or the Adviser. The Board, including a majority of the independent directors, may replace any of the Independent Valuation Advisers at any time. The Adviser, with the approval of the Board, including a majority of the independent directors, may engage additional Independent Valuation Advisers.

Human Capital Management

We have no employees. Services necessary for our business are provided by individuals who are employees of the Adviser or its affiliates, pursuant to the terms of the Advisory Agreement, and we pay fees associated with such services.

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General Corporate Information

Our principal executive offices are located at 2001 Ross Avenue, Suite 3400 Dallas, Texas 75201 and our telephone number at that address is (972) 715-7400.

Public Information

After this Registration Statement becomes effective, we will file annual, quarterly and current reports, proxy statements and other documents with the SEC. We do not yet have a website. Our SEC filings will be available to the public on the SEC’s website at http://www.sec.gov.

Item 1A. Risk Factors

The following factors and other factors discussed in this Form 10 could cause our actual results to differ materially from those contained in forward-looking statements made in this Registration Statement or presented elsewhere in future SEC reports. Carefully consider each of the risks, assumptions, uncertainties and other factors described below and elsewhere in this Registration Statement, as well as any reports, amendments, or updates reflected in subsequent filings with the SEC. We believe these risks, assumptions, uncertainties and other factors, individually, or in the aggregate, could cause our results to differ materially from expectations and could materially and adversely affect our business, results of operations, prospects, financial condition and liquidity.

Risk Factors Summary

This section summarizes some of the risks potentially affecting our business, results of operations, prospects, financial condition and liquidity. This summary does not address all of the risks that we face and should be read in conjunction with the full risk factors contained below.

Risks Related to Our Organizational Structure

• We have a limited operating history and there is no assurance that we will be able to successfully achieve our investment objectives

• The Adviser acts as an investment adviser for other companies and commingled investment vehicles and therefore will face conflicts of interest with respect to, among other things, the allocation of investment opportunities among us and such other clients and the allocation of time of its investment professionals and the substantial fees we will pay to the Adviser

• The Adviser manages our portfolio pursuant to broad investment guidelines and generally is not required to seek the approval of the Board for each Credit Asset or other investment, financial, or other asset allocation decision it makes

• We may change our investment and operational policies without stockholder consent

• Your ability to have your Shares repurchased through our Share Repurchase Plan is limited, and if you do sell your Shares to us, you may receive less than the price you paid

Risks Related to Investments in Real Estate Credit Assets

• We face risks related to the origination or acquisition of whole loans, including the risk of default or insolvency of the Borrower

• We face creditor risks with respect to our portfolio including (1) the possible invalidation of an investment transaction as a “fraudulent conveyance” under the relevant creditors’ rights laws, (2) so called lender liability claims by the issuer of the obligations and (3) environmental liabilities

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• We face risks associated with the nature of mezzanine investments, which has significant leverage ranking ahead of our investments, as we will be restricted in the exercise of our rights in respect of our mezzanine investments by the terms of subordination agreements

• Our investments in Credit Assets may be risky and illiquid due to the absence of an established market for the portfolio of Credit Assets

• B-Notes and A/B structures may pose additional risks that may adversely affect our results of operations

Risks Related to Investments in Real Estate-Related Debt Securities

• Some of our investments in Debt Securities may become distressed, which would potentially cause a high risk of default and may become illiquid

• We will face “spread widening” risk related to our investment in securities causing the securities prices to fall

Risks Related to Debt Financing

• We may not be able to obtain leverage

• If we draw on a line of credit to fund repurchases or for any other reason, our financial leverage ratio could increase beyond our target

• We may use repurchase agreements to finance our Credit Assets, which may expose us to risks that could result in losses and harm our liquidity

• If we enter into financing arrangements involving balloon payment obligations, it may adversely affect our ability to make distributions to our stockholders or cause untimely asset sales to raise cash for balloon payments

• We have no limitations on the amount of short-term corporate debt we may incur, the Leverage Limitation with respect to long-term debt may be waived by the Board and we are not subject to any limitation on short- or long-term debt during the Ramp-Up Period

Risks Related to our Relationship with the Adviser and its Affiliates

• We will depend on the Adviser and its key personnel

• We depend on the Adviser to select our investments and otherwise conduct our business, and any material adverse change in the Adviser’s financial condition or our relationship with the Adviser could have a material adverse effect on our business and ability to achieve our investment objectives

• The agreements entered into with the Adviser and other affiliates were not determined on an arm’s-length basis and therefore may not be on the same terms we could achieve from a third party

Risk Related to Conflicts of Interest

• There is a risk in the conflict of interest in the calculation of the Management Fee and Performance Fee by the Adviser in connection with its determination of NAV

• Certain principals and employees may be involved in and have a greater financial interest in the performance of Other Invesco Accounts, and such activities may create conflicts of interest

• Invesco, the Adviser and their affiliates engage in a broad range of activities and such activities may conflict with our interests

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• Invesco’s policies and procedures may prevent it from pursuing certain investment opportunities that would be attractive to us

• Investments in Affiliated Funds could result in additional fees to the Adviser

• Conflicts may arise for the Adviser with respect to transactions with Adviser affiliates and other Invesco-related parties

• Access to material, non-public information may restrict the Adviser from conducting certain beneficial transactions on our behalf

• Possible future activities of the Adviser and its affiliates beyond the current range of services provided may give rise to further conflicts of interest

• Our management team may face conflicts in allocating time and resources between various projects

Risks Related to Our Organizational Structure

We have a limited operating history and there is no assurance that we will be able to successfully achieve our investment objectives

We have a limited operating history upon which to base an evaluation of our business and prospects. Operating results for future periods are subject to numerous uncertainties, and there can be no assurance that we will achieve or sustain profitability on an annual or quarterly basis. Our prospects must be considered in light of the risks encountered by companies in the early stage of development, particularly companies in new and rapidly evolving markets. As a newly formed entity with a limited operating history, we may not be able to achieve our investment objectives. As of August 24, 2023, we have invested $311,530,000 in four commercial real estate loans with third parties. We cannot assure stockholders that the past experiences of the Adviser and its affiliates will be sufficient to allow us to successfully achieve our investment objectives.

The Adviser acts as investment adviser for other companies and commingled investment vehicles

The Adviser and its principals are not required to devote all of their time to our affairs and may advise and manage other investments and other commingled investment vehicles which are not yet formed. Our performance could be adversely affected by the other professional commitments of such persons.

Stockholders have no right to participate in management of the Company

Stockholders are precluded from active participation in making investment decisions with respect to the Company, and will have no right or power to take part in our management or control of, and therefore must rely solely on the Board and the Adviser to conduct our affairs. Accordingly, no person should purchase our Shares unless such person is willing to entrust all aspects of the management of the Company to the Board and the Adviser.

Past performance of Invesco Real Estate is not indicative of our future results

This Registration Statement includes certain information regarding the backgrounds of Invesco Real Estate’s investment professionals and others associated with the Invesco Real Estate, including information regarding activities of other firms and organizations with which they have been involved. Identifying and originating or participating in attractive Credit Asset investment opportunities is difficult. There is no assurance that our portfolio of Credit Assets will be profitable and there is a substantial risk that our losses and expenses will exceed our income and gains. Any return on investment to the stockholders depends upon the Adviser creating a successful portfolio of Credit Assets on our behalf. Many investment decisions by the Adviser will be dependent upon the ability of its employees and agents to obtain relevant information from non-public sources and the Adviser often will be required to make decisions without complete information or in reliance upon information provided by third parties that is impossible or impracticable to verify. The marketability and value of each Credit Asset will depend upon many factors beyond our control.

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The Adviser manages our portfolio pursuant to broad investment guidelines and generally is not required to seek the approval of the Board for each Credit Asset or other investment, financing or asset allocation decision it makes, which may result in our making riskier investments and which could adversely affect our results of operations and financial condition

The Board approved broad investment guidelines that delegate to the Adviser the authority to execute activities consistent with a credit strategy including but not limited to originations, acquisitions, financing, sales and securitizations and dispositions of commercial real estate-related loans on our behalf, in each case so long as such investments are consistent with the investment guidelines and our Articles of Amendment and Restatement (as amended or restated from time to time, the “Charter”). There can be no assurance that the Adviser will be successful in applying any strategies or discretionary approach to our investment activities. The Board reviews our investment guidelines on an annual basis (or more often as it deems appropriate) and reviews our portfolio of investments periodically. The prior approval of the Board or a committee of independent directors will be required for transactions with affiliates of the Adviser or for investing activities that are not in accordance with our investment guidelines. In addition, in conducting periodic reviews of the portfolio during the Board’s periodic meetings (as described herein), the Board will rely primarily on information provided to them by the Adviser. Furthermore, transactions entered into on our behalf by the Adviser may be costly, difficult or impossible to unwind when they are subsequently reviewed by the Board.

The amount and source of distributions we may make to our stockholders is uncertain, and we may be unable to generate sufficient cash flows from our operations to make distributions to our stockholders at any time in the future

We will not establish a minimum distribution payment level, and our ability to make distributions to our stockholders may be adversely affected by a number of factors. We may not generate sufficient income to make distributions to our stockholders. Our board of directors (or a committee of our board of directors) will make determinations regarding distributions based upon, among other factors, our financial performance, debt service obligations, debt covenants, REIT qualification and tax requirements and capital expenditure requirements. Among the factors that could impair our ability to make distributions to our stockholders are:

• changes in the economy;

• the limited size of our portfolio in the early stages of our development;

• our inability to invest the proceeds from sales of our shares on a timely basis in income-producing properties

• our inability to realize attractive risk-adjusted returns on our investments;

• our need for liquidity to pay share repurchase requests;

• high levels of expenses or reduced revenues that reduce our cash flow or non-cash earnings; and

• defaults in our investment portfolio or decreases in the value of our investments.

As a result, we may not be able to make distributions to our stockholders at any time in the future, and the level of any distributions we do make to our stockholders may not increase or even be maintained over time, any of which could materially and adversely affect the value of your investment. As discussed below, we may fund distributions to our stockholders from sources other than cash flow from operations.

We may pay distributions from sources other than our cash flow from operations, including, without limitation, loan repayments, borrowings or offering proceeds, and we have no limits on the amounts we may pay from such sources

We may not generate sufficient cash flow from operations to fully fund distributions to our stockholders, particularly during the early stages of our operations. Therefore, we may fund distributions to our stockholders from

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sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or proceeds from our continuous private placement offering (including the sale of Shares). The extent to which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in our distribution reinvestment plan, the extent to which the Adviser elects to receive its management fee paid by us (the “Management Fee”) in Shares, how quickly we invest the proceeds from the Continuous Offering or any future offering and the performance of our loan portfolio, other credit assets and CRE Debt Securities, including our real estate-related securities portfolio. Funding distributions from the sales of Credit Assets, securitizations, borrowings, loan repayments or offering proceeds will result in us having less funds available to originate or acquire loans, or invest in commercial real estate-related investments. As a result, the return a stockholder realizes on its investment may be reduced. Doing so may also negatively impact our ability to generate cash flows. Likewise, funding distributions from the sale of Shares (or other securities) will dilute stockholders’ interest in us on a percentage basis and may impact the value of the stockholders’ investment especially if we sell these securities at prices less than the price the stockholder paid for its Shares. We may be required to continue to fund our regular distributions from a combination of some of these sources if our investments fail to perform, if expenses are greater than our revenues or due to numerous other factors. We have not established a limit on the amount of our distributions that may be paid from any of these sources.

We face risks associated with the deployment of our capital

In light of our Continuous Offering, our investment strategies and the need to be able to deploy capital quickly to capitalize on potential investment opportunities, if we have difficulty identifying and originating or purchasing suitable Credit Assets on attractive terms, there could be a delay between the time we receive net proceeds from our Continuous Offering and the time we invest such net proceeds. We may also from time to time hold cash pending deployment into Credit Assets or have less than our targeted leverage, which cash or shortfall in target leverage may at times be significant, particularly at times when we are receiving high amounts of offering proceeds or times when there are few attractive investment opportunities. Such cash may be held in an account for the benefit of our stockholders that may be invested in money market accounts or other similar temporary investments.

In the event we are unable to find suitable Credit Assets or other real estate related investments such cash may be maintained for longer periods which would be dilutive to investment returns of stockholders. This could cause a substantial delay in the time it takes for a stockholder’s investment to realize its full potential return and could adversely affect our ability to pay regular distributions of cash flow from operations. It is not anticipated that the temporary investment of such cash into money market accounts or other similar temporary investments pending deployment into Credit Assets will generate significant interest, and investors should understand that such low interest payments on the temporarily invested cash may adversely affect overall returns. In the event we fail to timely invest the net proceeds of our Continuous Offering or do not deploy sufficient capital to meet our targeted leverage, our results of operations and financial condition may be adversely affected.

If we are unable to raise substantial additional funds, we will be limited in the number and type of investments we make which will result in lower levels of diversification of our portfolio

If we are unable to raise substantial additional funds, we will originate or purchase fewer investments resulting in less diversification in terms of the type, number and size of our portfolio of Credit Assets. Moreover, the potential impact of any single asset’s performance on the overall performance of our portfolio increases. Furthermore, we may make investments involving contemplated sales or refinancings that do not actually occur as expected, which could lead to increased risk as a result of us having an unintended long-term investment and reduced diversification. Further, we expect to have certain fixed operating expenses, regardless of whether we can raise substantial funds in our Continuous Offering. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income, reducing our net income and limiting our ability to make distributions to stockholders in the future.

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The Board may, in the future, adopt certain measures under Maryland law without stockholder approval that may have the effect of making it less likely that a stockholder would receive a “control premium” for his or her Shares

Corporations organized under Maryland law with a class of registered securities and at least three independent directors are permitted to elect to be subject, by a charter or bylaw provision or a Board resolution and notwithstanding any contrary charter or bylaw provision, to any or all of five provisions:

• staggering the Board into three classes;

• requiring a two-thirds vote of stockholders to remove directors;

• providing that only the Board can fix the size of the Board;

• providing that all vacancies on the Board, regardless of how the vacancy was created, may be filled only by the affirmative vote of a majority of the remaining directors in office and for the remainder of the full term of the class of directors in which the vacancy occurred; and

• providing for a majority requirement for the calling of a stockholder-requested special meeting of stockholders.

These provisions may discourage an extraordinary transaction, such as a merger, tender offer or sale of all or substantially all of our assets, all of which might provide a premium price for stockholders’ Shares. Pursuant to our Charter we have elected, once we are eligible to make such an election, that vacancies on the Board be filled only by the remaining directors and for the remainder of the full term of the directorship in which the vacancy occurred. Through other provisions in our Charter and the Bylaw of the Company (the “Bylaws”), we vest in the Board the exclusive power to fix the number of directorships. We have not elected to be subject to any of the other provisions described above, but our Charter does not prohibit the Board from opting into any of these provisions in the future (to the extent we are eligible at such time to do so).

Further, under the Maryland Business Combination Act, we may not engage in any merger or other business combination with an “interested stockholder” (which is defined as (1) any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our outstanding voting stock and (2) an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding stock) or any affiliate of that interested stockholder for a period of five years after the most recent date on which the interested stockholder became an interested stockholder. A person is not an interested stockholder if the Board approved in advance the transaction by which such person would otherwise have become an interested stockholder. In approving a transaction, the Board may provide that its approval is subject to compliance, at or after the time of approval, with any terms or conditions determined by the Board. After the five-year period ends, any merger or other business combination with the interested stockholder or any affiliate of the interested stockholder must be recommended by the Board and approved by the affirmative vote of at least:

• 80% of all votes entitled to be cast by holders of outstanding Shares of our voting stock; and

• two-thirds of all of the votes entitled to be cast by holders of outstanding Shares of our voting stock other than those Shares owned or held by the interested stockholder with whom or with whose affiliate the business combination is to be affected or held by an affiliate or associate of the interested stockholder.

These supermajority voting provisions do not apply if, among other things, our stockholders receive a minimum payment for their common stock equal to the highest price paid by the interested stockholder for its Shares.

The statute permits various exemptions from its provisions, including business combinations that are exempted by the Board prior to the time the interested stockholder becomes an interested stockholder. The Board has adopted

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a resolution exempting any business combination involving us and any person, including Invesco and the Adviser, from the provisions of this law, provided that such business combination is first approved by the Board.

Our Charter permits the Board to cause us to issue additional preferred stock on terms that may be senior to the rights of the holders of our current common stock or discourage a third party from acquiring us

The Board is permitted, subject to certain restrictions set forth in our Charter, to authorize the issuance of Shares of preferred stock without stockholder approval. The Board previously issued Series A Preferred Stock pursuant to the Articles Supplementary. In the event of our dissolution, liquidation or winding up, the holders of Shares of Series A Preferred Stock are entitled to a liquidation preference equal to the sum of (i) $1,000.00 per Series A Preferred Share, (ii) an amount equal to all accrued and unpaid distributions thereon through and including the date of payment, and (iii) if the liquidation event occurs before the redemption premium, or December 31, 2024, expires, the premium in effect on the date of payment, before any distribution of assets is made to holders of any junior securities.

Further, the Board may classify or reclassify any unissued Shares of common or preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms or conditions of redemption of the stock and may amend our Charter from time to time to increase or decrease the aggregate number of Shares or the number of Shares of any Class or series that we have authority to issue without stockholder approval. Thus, the Board could authorize us to issue additional Shares of preferred stock with terms and conditions that could be senior to the rights of the holders of our common stock or have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction such as a merger, tender offer or sale of all or substantially all of our assets, that might provide a premium price for holders of our common stock.

Maryland law limits, in some cases, the ability of a third party to vote shares acquired in a “control share acquisition”

The Maryland Control Share Acquisition Act provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by stockholders by a vote of two-thirds of the votes entitled to be cast on the matter. Shares of stock owned by the acquirer, by officers or by employees who are directors of the corporation, are excluded from shares entitled to vote on the matter. “Control shares” are voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer or in respect of which the acquirer can exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within specified ranges of voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition of issued and outstanding control shares. The control share acquisition statute does not apply: (1) to shares acquired in a merger, consolidation or statutory share exchange if the Maryland corporation is a party to the transaction; or (2) to acquisitions approved or exempted by the charter or bylaws of the Maryland corporation. Our Bylaws contain a provision exempting from the Control Share Acquisition Act any and all acquisitions of our stock by any person. There can be no assurance that this provision will not be amended or eliminated at any time in the future.

Maryland law and our organizational documents limit our rights and the rights of our stockholders to recover claims against our directors and officers

Maryland law provides that a director will not have any liability as a director so long as he or she performs his or her duties in accordance with the applicable standard of conduct. In addition, our Charter limits the personal liability of our directors and officers for monetary damages to the maximum extent permitted by Maryland law. Maryland law and our Charter provide that no director or officer will be liable to us or our stockholders for monetary damages unless the director or officer (1) actually received an improper benefit or

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profit in money, property or services or (2) was actively and deliberately dishonest as established by a final judgment as material to the cause of action. Moreover, our Charter generally requires us to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to our directors and officers for losses they may incur by reason of their service in those capacities unless their act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, they actually received an improper personal benefit in money, property or services or, in the case of any criminal proceeding, they had reasonable cause to believe the act or omission was unlawful. As a result, our stockholders and we may have more limited rights against our directors or officers than might otherwise exist under common law, which could reduce stockholders and our recovery from these persons if they act in a manner that causes us to incur losses. In addition, we are obligated to fund the defense costs incurred by these persons in some cases. See Item 12 “Indemnification of Directors and Officers” for additional information.

The issuance of additional Shares by us will dilute stockholder’s interest

Our current stockholders do not have preemptive rights to any Shares that we issue in the future. Under our Charter, we have authority to issue a total of 3,050,000,000 Shares. Of the total Shares authorized, 3,000,000,000 are classified as Common Shares with a par value of $0.01 per share, 500,000,000 of which are classified as Class S Shares, 500,000,000 of which are classified as Class S-1 Shares, 500,000,000 of which are classified as Class D Shares, 500,000,000 of which are classified as Class I Shares and 500,000,000 of which are classified as Class E Shares, and 50,000,000 shares are classified as preferred stock with a par value of $0.01 per share, 125 of which are classified as Series A Preferred Stock. In addition, the Board may amend our Charter from time to time to increase or decrease the aggregate number of authorized Shares or the number of authorized Shares of any Class or series without stockholder approval. The Board may elect, without stockholder approval, to: (1) sell additional Shares of our common stock in the Continuous Offering or future private or public offerings; (2) issue Shares of our common stock in private offerings; (3) issue Shares of our common stock upon the exercise of the options we may grant to our independent directors or future employees; (4) issue Shares of our common stock to the Adviser, or its successors or assigns, in payment of an outstanding obligation to pay fees for services rendered to us; (5) issue Shares of our common stock to sellers of properties we acquire, or (6) issue equity incentive compensation to the senior executive officers of service providers or to third parties as satisfaction of obligations under incentive compensation arrangements. The sale of additional securities will dilute stockholder’s interest in us on a percentage basis and may impact the value of a stockholder’s investment especially if we sell these securities at prices less than the price paid for Shares.

We depend on the Adviser to develop appropriate systems and procedures to control operational risk

Operational risks arising from mistakes made in the confirmation or settlement of transactions, from transactions not being properly booked, evaluated or accounted for or other similar disruption in our operations may cause us to suffer financial losses, the disruption of our business, liability to third parties, regulatory intervention or damage to our reputation. We rely heavily on Invesco’s financial, accounting and other data processing systems. The ability of our systems to accommodate transactions could also constrain our ability to properly manage our portfolio. Generally, the Adviser will not be liable for losses incurred due to the occurrence of any such errors. The personnel of Invesco are engaged in other business activities, which could distract them, divert their time and attention such that they could no longer dedicate a significant portion of their time to our businesses or otherwise slow our rate of investment. Any failure to manage our business and our future growth effectively could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Operational risks, including the risk of cyberattacks, may disrupt our businesses, result in losses or limit our growth

We rely heavily on Invesco’s financial, accounting, treasury, communications and other data processing systems. Such systems may fail to operate properly or become disabled because of tampering or a breach of the network security systems or otherwise. In addition, such systems are from time to time subject to cyberattacks

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which may continue to increase in sophistication and frequency in the future. Attacks on Invesco and its affiliates’ and service providers’ systems could involve, and in some instances have in the past involved, attempts that are intended to obtain unauthorized access to our proprietary information or personal identifying information of our stockholders, destroy data or disable, degrade or sabotage our systems, including through the introduction of computer viruses and other malicious code.

Cyber security incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. Invesco and its affiliates’ and service providers’ information and technology systems may be vulnerable to damage or interruption from cyber security breaches, computer viruses or other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and other security breaches, usage errors by their respective professionals or service providers, power, communications or other service outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Cyberattacks and other security threats could originate from a wide variety of sources, including cyber criminals, nation state hackers, hacktivists and other outside parties. There has been an increase in the frequency and sophistication of the cyber and security threats Invesco faces, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target Invesco because Invesco holds a significant amount of confidential and sensitive information about its investors, its affiliates and current and potential investments. As a result, Invesco may face a heightened risk of a security breach or disruption with respect to this information. If successful, these types of attacks on Invesco’s network or other systems could have a material adverse effect on our business and results of operations, due to, among other things, the loss of investor or proprietary data, interruptions or delays in the operation of our business and damage to our reputation. There can be no assurance that measures Invesco takes to evaluate the integrity of its systems will provide protection, especially because cyberattack techniques used change frequently or are not recognized until successful.

Invesco’s risk management systems could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. Invesco does not control the cyber security plans and systems put in place by third-party service providers, and such third-party service providers may have limited indemnification obligations to Invesco, us or a portfolio entity, each of whom could be negatively impacted as a result. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them from being addressed appropriately. The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in our, Invesco’s, its affiliates’ or our portfolio entities’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to stockholders, material nonpublic information and the intellectual property and trade secrets and other sensitive information in the possession of Invesco or portfolio entities. Invesco Real Estate or a portfolio company/entity could be required to make a significant investment to remedy the effects of any such failures, harm to their reputations, legal claims that they and their respective affiliates may be subjected to, regulatory action or enforcement arising out of applicable privacy and other laws, adverse publicity and other events that may affect their business and financial performance.

In addition, Invesco operates in businesses that are highly dependent on information systems and technology. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. In addition, cybersecurity has become a top priority for regulators around the world. Many jurisdictions in which Invesco operates have laws and regulations relating to data privacy, cybersecurity and protection of personal information, including the General Data Protection Regulation in the European Union (the “EU”) that went into effect in May 2018. Some jurisdictions have also enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data. Breaches in security could potentially jeopardize Invesco, its employees’ or our investors’ or counterparties’ confidential and other information processed and stored in, and transmitted through Invesco’s computer systems and networks, or otherwise cause interruptions or malfunctions in its, its employees’, our investors’, our counterparties’ or third

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parties’ operations, which could result in significant losses, increased costs, disruption of Invesco’s business, liability to our investors and other counterparties, regulatory intervention or reputational damage. Furthermore, if Invesco fails to comply with the relevant laws and regulations, it could result in regulatory investigations and penalties, which could lead to negative publicity and may cause our investors to lose confidence in the effectiveness of our or Invesco’s security measures.

Finally, we will depend on Invesco’s headquarters in Atlanta, Georgia, its offices in Dallas, Texas, where Invesco Real Estate is headquartered, and certain other offices located elsewhere, for the continued operation of our business. A disaster or a disruption in the infrastructure that supports our business, including a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, or directly affecting Invesco’s offices, could have a material adverse impact on our ability to continue to operate our business without interruption. Invesco’s disaster recovery programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for our losses, if at all.

The ownership of our voting stock may be concentrated in a relatively small number of stockholders

The majority of the outstanding Shares of voting stock may be held by a relatively small number of stockholders. For example, as of the date of this Registration Statement, currently a significant percentage of our outstanding Common Shares are held by Invesco Realty, Inc. See the section entitled “Security Ownership of Certain Beneficial Owners and Management” for more information. Such a concentration of the ownership of reduces the relative ability of any minority stockholders to influence matters submitted to a vote of our stockholders.

We may change our investment and operational policies without stockholder consent

We may change our investment and operational policies, including our policies with respect to investments, operations, indebtedness, capitalization and distributions, at any time without the consent of our stockholders, which could result in our making investments that are different from, and possibly riskier or more highly leveraged than, the types of investments described in this Registration Statement. The Board also approved broad investment guidelines with which we must comply, but these guidelines provide the Adviser with broad discretion and can be changed by the Board. A change in any of our investment strategies may, among other things, increase our exposure to real estate market fluctuations, default risk and interest rate risk, all of which could materially affect our results of operations and financial condition. Under the Maryland General Corporation Law (the “MGCL”) and our Charter, stockholders have a right to vote only on limited matters. The Board’s broad discretion in setting guidelines and stockholder’s inability to exert control over those guidelines increases the risks and uncertainty faced by stockholders.

We may face certain other regulatory risks

As a result of previous financial crises and highly-publicized financial scandals, the regulatory environment in which we, the Board and the Adviser operate or are managed or the way in which they are structured is subject to heightened regulation. The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) established new regulatory requirements intended to enhance the regulation of markets, market participants and financial instruments. It is also impossible to determine the scope and extent of the impact of any additional new laws, regulations or initiatives that may be proposed, or whether proposals will become law. Compliance with Dodd-Frank and other new laws or regulations could make compliance more difficult and expensive and affect the manner in which we, the Board and the Adviser operate, are managed and/or are structured. Moreover, as calls for additional regulation have increased, there may be a related increase in regulatory investigations of the type of investment activities carried out by us, the Board and the Adviser. Such investigations may impose additional expenses on us, may require the attention of senior management and may result in fines if we are deemed to have violated any regulations.

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There is no public trading market for shares of our Common Shares and therefore your ability to dispose of your Shares will likely be limited to repurchase by us; your ability to have your Shares repurchased through our Share Repurchase Plan is limited, and if you do sell your Shares to us, you may receive less than the price you paid

The Shares have not been registered under the Securities Act, the securities laws of any U.S. state, or the securities laws of any other jurisdiction, and therefore, cannot be sold unless they are subsequently registered under the Securities Act and other applicable securities laws or an exemption from registration is available. It is not expected that the Shares will be registered under the Securities Act or other securities laws. There is no current public trading market for Shares, and we do not expect that such a market will ever develop. Therefore, repurchase of Shares by us will likely be the only way for you to dispose of your Shares. We have adopted a Share Repurchase Plan whereby our stockholders will be able to request, on a monthly basis, that we repurchase all or any portion of their Shares, subject to the terms and conditions of the Share Repurchase Plan. We may also elect, in our discretion, to honor repurchase requests made by our directors at any time. We will repurchase Shares at a price equal to the transaction price of the Shares being repurchased on the date of repurchase (which will generally be equal to our prior month’s NAV per Share (or another transaction price the Company believes reflects the NAV per Share more appropriately than the prior month’s NAV per Share)) and not based on the price at which you initially purchased your Shares. Subject to limited exceptions, Shares repurchased within one year of the date of issuance will be repurchased at 95% of the transaction price. As a result, you may receive less than the price you paid for your Shares if you sell them to us pursuant to our Share Repurchase Plan.

We may choose to repurchase fewer Shares than have been requested in any particular month to be repurchased under our Share Repurchase Plan, or none at all, in our discretion at any time. We may repurchase fewer Shares than have been requested to be repurchased due to lack of readily available funds because of adverse market conditions beyond our control, the need to maintain liquidity for our operations or because we have determined that investing in illiquid investments is a better use of our capital than repurchasing our Shares. In addition, the total amount of Shares that we will repurchase is limited, in any calendar month, to Shares whose aggregate value (based on the repurchase price per Shares on the date of the repurchase) is no more than 2% of our aggregate NAV as of the last day of the previous calendar month and, in any calendar quarter, to Shares whose aggregate value is no more than 5% of our aggregate NAV as of the last day of the previous calendar quarter. Further, the Board may modify or suspend our Share Repurchase Plan if it deems such action to be in our best interests. If the full amount of all Shares requested to be repurchased in any given month are not repurchased, funds will be allocated pro rata based on the total number of Shares being repurchased and subject to the volume limitation. All unsatisfied repurchase requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the Share Repurchase Plan, as applicable. Because we are not required to authorize the recommencement of the Share Repurchase Plan within any specified period of time, we may effectively terminate the plan by suspending it indefinitely. As a result, your ability to have your Shares repurchased by us may be limited and at times you may not be able to liquidate your investment.

Economic events that may cause our stockholders to request that we repurchase their Common Shares may materially adversely affect our cash flow and our results of operations and financial condition

Economic events affecting the U.S. economy, such as the general negative performance of the commercial real estate markets (including as a result of inflation or higher interest rates), actual or perceived instability in the U.S. banking system, disruptions in the labor market (including labor shortages and unemployment), stock market volatility (including volatility as a result of geopolitical events and military conflicts) and increasing inflation, could cause our stockholders to seek repurchase of their Common Shares pursuant to our Share Repurchase Plan at a time when such events are adversely affecting the performance of our assets. Even if we decide to satisfy all resulting repurchase requests, our cash flow could be materially adversely affected. In addition, if we determine to sell assets to satisfy repurchase requests, we may not be able to realize the return on such assets that we may have been able to achieve had we sold at a more favorable time, and our results of operations and financial condition, including, without limitation, breadth and diversification of our portfolio, could be materially adversely affected.

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Purchases and repurchases of our Common Shares are not made based on the current NAV per Share of our Common Shares as of the date of purchase or repurchase

Generally, our offering price per share and the price at which we make repurchases of our Shares will equal the NAV per Share of the applicable Class of Common Shares as of the last calendar day of the prior month, plus, in the case of our offering price, applicable upfront selling commissions. The NAV per Share as of the date on which an investor makes a subscription request or repurchase request may be significantly different than the transaction price paid by such investor or the repurchase price received. Certain of our investments or liabilities are subject to high levels of volatility from time to time and could change in value significantly between the end of the prior month as of which our NAV is determined and the date that you purchase or we repurchase your Shares, however the prior month’s NAV per Share will generally continue to be used as the transaction price per share and repurchase price per share. In addition, we may in our sole discretion, but are not obligated to, offer and repurchase Shares based on a transaction price that we believe reflects the NAV per Share of such stock more appropriately than the prior month’s NAV per Share, including by updating a previously disclosed offering price, in cases where we believe there has been a material change (positive or negative) to our NAV per Share since the end of the prior month. In such cases, the offering price and repurchase price will not equal our NAV per Share as of any time.

Valuations of our investments may reflect estimates of fair value and may not necessarily correspond to realizable value, which could adversely affect the value of your investment

For the purposes of calculating our monthly NAV, newly originated or acquired loan investments will initially be valued at par in the month that they are closed, which is expected to represent fair value at that time. For each month after the initial month in which a loan investment is closed, the Independent Valuation Adviser will value each such loan at fair market value. In the event we pursue ownership interest in the underlying collateral on a defaulted loan, then the asset will become real estate owned (“REO”) and such REO properties will initially be valued at fair value less closing costs, at the time of acquisition. Thereafter, the REO properties will be valued by the Independent Valuation Adviser periodically, as needed. Our publicly traded real-estate related assets that are not restricted as to salability or transferability will generally be valued by the Adviser monthly on the basis of publicly available market quotations or at fair value determined in accordance with U.S. GAAP. Our investments in privately placed debt instruments and securities of real estate-related operating businesses (other than joint ventures), such as real estate development or management companies, will initially be valued by the Adviser at the acquisition price and thereafter will be revalued monthly at fair value. We will also report our derivative assets and liabilities at fair value based on price quotes from at least one independent pricing service. Our liquid non-real estate-related assets, including credit rated government debt securities, corporate debt securities, cash and cash equivalents, will be valued monthly by the Adviser based on market quotations or at fair value determined in accordance with U.S. GAAP.

Within the parameters of our Valuation Guidelines, the valuation methodologies used to value our properties involve subjective judgments and projections and may not be accurate. Valuation methodologies will also involve assumptions and opinions about future events, which may or may not turn out to be correct. Valuations and appraisals of our properties and real estate-related securities are only estimates of fair value. Ultimate realization of the value of an asset depends to a great extent on economic, market and other conditions beyond our control and the control of the Adviser and the Independent Valuation Adviser. Further, valuations do not necessarily represent the price at which an asset would sell, since market prices of assets can only be determined by negotiation between a willing buyer and seller. As such, the carrying value of an asset may not reflect the price at which the asset could be sold in the market, and the difference between carrying value and the ultimate sales price could be material. In addition, accurate valuations are more difficult to obtain in times of low transaction volume because there are fewer market transactions that can be considered in the context of the appraisal. There will be no retroactive adjustment in the valuation of such assets, the offering price of our Common Shares, the price we paid to repurchase Common Shares or NAV-based fees we paid to the Adviser and Invesco Distributors, Inc. (the “Dealer Manager”), to the extent such valuations prove to not accurately reflect

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the realizable value of our assets. Because the price investors will pay for Common Shares in our current and future offerings and the price at which the Shares may be repurchased by us pursuant to our Share Repurchase Plan will generally be based on our prior month’s NAV Share, investors may pay more than realizable value or receive less than realizable value for their investments.

Our NAV per Share may change materially if the values of our investments materially change, if the actual operating results for a particular month differ from what we originally budgeted for that month or if there are fluctuations in interest rates

Our investments are valued on a monthly basis in accordance with our Valuation Guidelines. NAV per Share for each Class of Common Shares will be calculated monthly. As such, when these new valuations are reflected in our NAV calculation, there may be a sudden change in our NAV per Share for each Class of Common Shares. These changes in an investment’s value may be as a result of investment-specific events or as a result of more general changes to real estate values resulting from local, nation or global economic changes. In addition, actual operating results for a given month may differ from what we originally budgeted for that month, which may cause a sudden increase or decrease in the NAV per Share amount. We accrue estimated income and expenses on a daily basis based on our budgets. As soon as practicable after the end of each month, we adjust the income and expenses we estimated for that month to reflect the income and expenses actually earned and incurred.

The NAV per Share that we publish may not necessarily reflect changes in our NAV that are not immediately quantifiable.

From time to time, we may experience events with respect to our investments that may have a material impact on our NAV. For example, it may be difficult to reflect fully and accurately rapidly changing market conditions or material events that may impact the value of our investments or to obtain quickly complete information regarding such events. The NAV per Share for each Class of Common Shares may not reflect such extraordinary events to the extent that their financial impact is not immediately quantifiable. As a result, the NAV per Share for each Class of Common Shares, as determined monthly, after the announcement of a material event may differ significantly from our actual NAV per Share for each Class of Common Shares until such time as the financial impact is quantified. The resulting potential disparity in our NAV may inure to the benefit of shareholders whose Common Shares are repurchased or new shareholders, depending on whether our published NAV per Share for each Class of Common Shares is overstated or understated.

NAV calculations are not governed by governmental or independent securities, financial or accounting rules or standards

The methods for calculating our NAV, including the components used in calculating our NAV, is not prescribed by rules of the SEC or any other regulatory agency. Further, there are no accounting rules or standards that prescribe which components should be used in calculating. The components and methodology used in calculating our NAV may differ from those used by other companies now or in the future.

In addition, calculations of our NAV, to the extent that they incorporate valuations of our assets and liabilities, are not prepared in accordance with U.S. GAAP. These valuations may differ from liquidation values that could be realized in the event that we were forced to sell assets.

Additionally, errors may occur in calculating our NAV, which could impact the price at which we sell and repurchase our Common Shares and the amount of the Adviser’s Management Fee.

Risks Related to Investments in Real Estate Credit Assets

We will originate or purchase Credit Assets, such as loans, which involve risks

We will originate or purchase Credit Assets such as loans secured by real property or pledges of the borrowers’ interests in a limited liability company or partnership that holds improved or unimproved real estate.

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If interest rates or financial markets change, or there is an adverse development with respect to such a property, we may be unable to obtain repayment of the loan or to dispose of its interest at a price sufficient to recover our investment. If there is a default under a mortgage loan held by us, we will bear the risk of loss of principal to the extent of any deficiency between the value of the mortgage collateral and the principal amount of the mortgage loan. There can be no assurance that we will be able to liquidate a defaulted mortgage loan successfully or in a timely fashion. In addition to the risks of borrower default (including loss of principal and nonpayment of interest) and the risks associated with real property investments, we will be subject to a variety of risks in connection with such debt investments, including the risks of lack of control, mismanagement or decline in value of collateral, contested foreclosures, bankruptcy of the debtor, claims for lender liability, violations of usury laws and the imposition of common law or statutory restrictions on our exercise of contractual remedies for defaults of such Credit Assets.

Real estate related investments, such as Credit Assets, generally have a high degree of risk

Our portfolio of Credit Assets is subject to the risks generally incidental to ownership and operation of income-producing real estate. Real estate values are affected by a number of factors, including: (i) the illiquidity of real estate assets; (ii) the possibility that cash generated from operations will not be sufficient to meet fixed obligations; (iii) changes in economic conditions affecting real estate ownership directly or the demand for real estate; (iv) changes in the general economic climate or in national or international economic climate; (v) the need for unanticipated expenditures in connection with environmental matters; (vi) changes in tax rates and other operating expenses; (vii) adverse changes in laws, governmental rules (including those governing usage, improvements, zoning and taxes) and fiscal policies; (viii) acts of God, including earthquakes and fire (which may result in uninsured losses); (ix) environmental and waste hazards; (x) energy and supply shortages; (xi) uninsured losses or delays from casualties or condemnation; (xii) risks from operating problems arising out of the presence of certain construction materials; (xiii) structural or property level latent defects; (xiv) local conditions (such as an oversupply of space or a reduction in demand for space); (xv) the quality and philosophy of management; (xvi) competition based on rental rates; (xvii) attractiveness and location of the properties and changes in the relative popularity of commercial properties as an investment; (xviii) financial condition of tenants, buyers and sellers of properties; (xix) quality of maintenance, insurance and management services; (xx) changes in interest rate levels and the availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable; and (xxi) other factors that are beyond our control.

Real estate historically has experienced significant fluctuations and cycles in value that may result in reductions in the value of real estate-related investments. The marketability and value of our portfolio of Credit Assets will depend on many factors beyond our control. The ultimate performance of our portfolio of Credit Assets will be subject to the varying degrees of risk generally incident to the financing, ownership and operation of the underlying real property. The ultimate value of the real property underlying our Credit Assets depends upon the real property owner’s ability to operate the real property in a manner sufficient to maintain or increase revenues in excess of operating expenses and debt service or, in the case of real property leased to a single lessee, the ability of the lessee to make rental payments. Revenues may be adversely affected by changes in national or international economic conditions such as those listed in the paragraph above. If any of the properties underlying our portfolio of Credit Assets experience any of the foregoing events or occurrences, the value of and return on such investments would be negatively impacted.

Our success will depend on the availability of, and the degree of competition for, attractive financing opportunities

Our operating results will be dependent upon the availability of, as well as the Adviser’s ability to identify, originate, acquire, and manage a broad portfolio of loans secured by, or unsecured but related to, commercial real estate. It may take considerable time for the Adviser to identify and consummate appropriate investments. In general, the availability of desirable commercial real estate debt investment opportunities and our investment returns will be affected by the level and volatility of interest rates, by conditions in the financial markets and

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general economic conditions. No assurance can be given that we will be successful in identifying, underwriting and then consummating investments which satisfy our rate of return objective or that such investments, once consummated, will perform as intended. We will be engaged in a competitive business and will be competing for attractive investments with traditional lending sources, as well as existing funds or investment vehicles, or funds or investment vehicles formed in the future, with similar investment objectives.

Our success is dependent on general market and economic conditions

The real estate industry generally and the success of our investment activities in particular will both be affected by global and national economic and market conditions generally and by the local economic conditions where our properties are located. These factors may affect the level and volatility of real estate prices, which could impair our profitability or result in losses. In addition, general fluctuations in the market prices of securities and interest rates may affect our investment opportunities and the value of our investments. Invesco’s financial condition may be adversely affected by a significant economic downturn, and it may be subject to legal, regulatory, reputational and other unforeseen risks that could have a material adverse effect on Invesco’s businesses and operations (including the Adviser).

A depression, recession or slowdown in the U.S. real estate or credit market or one or more regional real estate or credit markets, and to a lesser extent, the global economy (or any particular segment thereof) would have a pronounced impact on us, the value of our assets and our profitability, increase our funding costs, limit our access to the capital markets, limit our ability to raise capital in our Continuous Offering and impair our ability to effectively deploy our capital and make originations of new loans. We could also be affected by any overall weakening of, or disruptions in, the financial markets. Any of the foregoing events could result in substantial losses to our business, which losses will likely be exacerbated by the presence of leverage in our capital structure or our investments’ capital structures.

Market disruptions in a single country could cause a worsening of conditions on a regional and even global level, and economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could result in problems in one country adversely affecting regional and even global economic conditions and markets.

We will invest in Credit Assets, and any deterioration of real estate fundamentals could negatively impact the performance of Credit Assets by making it more difficult for issuers to satisfy their debt payment obligations, increasing the default risk applicable to issuers, or making it relatively more difficult for us to generate attractive risk-adjusted returns. Changes in general economic conditions will also affect the creditworthiness of issuers or real estate collateral relating to our investments in Credit Assets.

We face risks related to the origination or acquisition of whole loans, and securitization of loans

We may originate or invest in whole loan mortgages. Whole loan mortgages generally are not government guaranteed or privately insured. A whole loan mortgage is directly exposed to losses resulting from default and foreclosure. Therefore, the value of the underlying property, the creditworthiness and operating capability of the borrower and the priority of the lien are each of great importance. Whether or not we have participated in the negotiation of the terms of any such mortgages, there can be no assurance as to the adequacy of the protection of our interests, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore, claims may be asserted that might interfere with enforcement of our rights. In the event of a foreclosure, we may assume direct ownership of the underlying real estate. The liquidation proceeds upon sale of such real estate may be less than our adjusted purchase price for the related whole loan mortgage, resulting in a loss to the Company. In such a circumstance, any costs or delays involved in the effectuation of a foreclosure of the loan or a liquidation of the underlying property will further reduce the liquidation proceeds and thus increase the loss to the Company. In addition, we may securitize such whole loan mortgages and sell the resulting A-notes while retaining the B-notes, which involve additional risk as set out immediately below.

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We may have limited information about potential borrowers and potential investments

In certain circumstances with respect to loans or other investments purchased from other parties, we may not receive access to all available information to determine fully the origination, credit appraisal and underwriting practices utilized with respect to the loans or investments or the manner in which the loans or investments have been serviced and/or operated. In certain circumstances with respect to loans originated by us, we may not receive access to all available information or may choose to depart from our extended underwriting and credit approval policies, including where the constraints exist on the origination of the loan.

In our due diligence review of potential loans, investments and financing opportunities, we may rely on third-party consultants and advisors, and we may not identify all relevant facts that may be necessary or helpful in evaluating potential loans, investments or financing opportunities

Before originating or acquiring loans (or acquiring or purchasing other Credit Assets), due diligence will typically be conducted in a manner that we deem reasonable and appropriate based on the facts and circumstances applicable to each loan or investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, appraisers, accountants, investment banks and other third parties, including affiliates of the Adviser or Invesco, may be involved in the due diligence process to varying degrees depending on the type of investment, the costs of which will be borne by us. Such involvement of third-party advisors or consultants may present a number of risks primarily relating to the Adviser’s reduced control of the functions that are outsourced. Where affiliates of Invesco are utilized, the Adviser’s Management Fee will not be offset for the fees paid or expenses reimbursed to such affiliates. In addition, if the Adviser is unable to timely engage third-party providers, the ability to evaluate and acquire more complex targets could be adversely affected. In the due diligence process and making an assessment regarding a potential investment, the Adviser will rely on the resources available to it, including information provided by the target of the investment and, in some circumstances, third-party investigations. The due diligence investigation carried out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in the investment being successful. There can be no assurance that attempts to provide downside protection with respect to investments, including pursuant to risk management procedures described in this Registration Statement, will achieve their desired effect and potential investors should regard an investment in us as being speculative and having a high degree of risk.

We face legal risks when originating or refinancing loans or making investments

Credit instruments and other investments are usually governed by a complex series of legal documents and contracts. As a result, the risk of dispute over interpretation or enforceability of the documentation may be higher than for other types of credit assets and investments. In addition, it is not uncommon for credit instruments and other investments to be exposed to a variety of other legal risks. These can include, but are not limited to, environmental issues, land expropriation and other property-related claims, industrial action and legal action from special interest groups.

We face the risk of default or insolvency of Credit Assets

The leveraged capital structure of the real estate companies and properties underlying our portfolio of Credit Assets will increase their exposure to adverse economic factors (such as rising interest rates, competitive pressures, downturns in the economy or deterioration in the condition of the real estate company or property) and to the risk of unforeseen events. This leverage may result in more serious adverse consequences to such underlying real estate companies or properties (including to overall profitability or solvency) in the event these factors or events occur than the consequences for less leveraged entities or properties. For example, rising interest rates may significantly increase interest expense, or a significant market downturn may affect ability to generate positive cash flow, in either case causing an inability to service outstanding debt, which may include the

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portfolio of Credit Assets we hold. If an underlying real estate company or property cannot generate adequate cash flow to meet debt obligations, it may default on its loan agreements or be forced into bankruptcy. As a result, we may suffer a loss of invested capital, particularly in light of the leveraged position of our investments.

We face creditor risks with respect to our portfolio

With respect to our portfolio of Credit Assets and CRE Debt Securities, such investments generally are subject to various creditor risks, including (1) the possible invalidation of an investment transaction as a “fraudulent conveyance” under the relevant creditors’ rights laws, (2) so called lender liability claims by the issuer of the obligations and (3) environmental liabilities that may arise with respect to collateral securing the obligations. Additionally, adverse credit events with respect to any underlying company or property, such as missed or delayed payment of interest and/or principal, bankruptcy, receivership or distressed exchange, can significantly diminish the value of our investment in any such Credit Asset, company, or property. In this case, the risk of loss of principal in the investment will be exacerbated. Moreover, the CRE Debt Securities in which we may invest may include secured or unsecured debt at various levels of an issuer’s capital structure. The Debt Securities in which we may invest may not be protected by financial covenants or limitations upon additional indebtedness, may be illiquid or have limited liquidity, and may not be rated by a credit rating agency. Our investments in CRE Debt Securities may be subject to early redemption features, refinancing options, pre-payment options or similar provisions which, in each case, could result in the issuer repaying the principal on an obligation held by us earlier than expected, resulting in a lower return to us than anticipated or reinvesting in a new obligation at a lower return to us.

B-Notes and A/B structures may pose additional risks that may adversely affect our results of operations and financial condition

We may acquire B-Notes, which investments are subordinate to the A-note portion of the same loan (which we would not expect to hold). The B-Note portion of a loan is typically small relative to the overall loan and is in the first loss position. As a means to protect against the holder of the A-note from taking certain actions or receiving certain benefits to the detriment of the holder of the B-Note, the holder of the B-Note often (but not always) has the right to purchase the A-note from its holder. If available, this right may not be meaningful to us. For example, we may not have the capital available to protect our B-Note interest or purchasing the A-note may alter our overall portfolio and risk/return profile to the detriment of our stockholders.

There are risks related to mortgage investments, generally

We will originate, participate in and/or acquire real estate loans that are non-recourse to the borrower. Mortgage investments have special inherent risks relative to collateral value. To the extent we make or acquire subordinated or “mezzanine” debt investments, we do not anticipate having absolute control over the underlying collateral as we will be dependent upon third-party borrowers and agents and will have rights that are subordinate to those of senior lenders. In certain circumstances, our Credit Assets may not be secured by a mortgage, but instead by partnership interests or other collateral that may provide weaker rights than a mortgage. It is likely that we would be restricted in the exercise of our rights in respect of our mezzanine investments by the terms of subordination agreements in favor of the debt or other securities ranking ahead of the mezzanine capital. To protect our original investment and to gain greater control over the underlying assets in the event of a default, we may need to purchase the interest of a senior creditor or take an equity interest in the underlying assets, which may require additional investment by us. In the absence of such action, we may not be able to take steps necessary to protect our mezzanine investments in a timely manner or at all. In any case, in the event of default, our source of repayment will be limited to the value of the collateral and may be subordinate to other lienholders. The collateral value of the property may be less than the outstanding amount of our investment; in cases in which our collateral consists of partnership or similar interests, our rights and level of security may be less than if it held a mortgage loan. Returns on an investment of this type depend on the borrower’s ability to make required payments, and, in the event of default, the ability of the loan’s servicer to foreclose and liquidate the mortgage loan.

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We face risks related to investment in distressed assets

We may make substantial investments in underperforming or other distressed assets utilizing leveraged capital structures. By their nature, these investments will involve a high degree of financial risk and are experiencing or are expected to experience severe financial difficulties, and there can be no assurance that our rate of return objectives will be realized or that there will be any return of capital. Furthermore, investments in properties operating under the close supervision of a mortgage lender or under bankruptcy or other similar laws are, in certain circumstances, subject to certain additional potential liabilities that may exceed the value of our original investment. For example, under certain circumstances, lenders who have inappropriately exercised control of the management and policies of a debtor may have their claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments to us and distributions by us to the investors may be reclaimed if such payments or distributions are later determined to have been fraudulent conveyances or preferential payments. Numerous other risks also arise in the workout and bankruptcy contexts, for instance we may become the owner of a property that is the subject of a mortgage if we foreclose on its collateral or agree to accept equity collateral pursuant to a deed in lieu or other agreed upon transaction with a borrower or otherwise in connection with loan workouts.

We may invest in commercial mortgage loans which are non-recourse in nature and include limited options for financial recovery in the event of default; an event of default may adversely affect our results of operations and financial condition

We may invest in commercial mortgage loans, including mezzanine loans and B-notes, which are secured by multifamily, commercial or other properties and are subject to risks of delinquency and foreclosure and risks of loss. Commercial real estate loans are not fully amortizing, meaning that they may have a significant principal balance or balloon payment due on maturity. Full satisfaction of the balloon payment by a commercial borrower is heavily dependent on the availability of subsequent financing or a functioning sales market, as well as other factors such as the value of the property, the level of prevailing mortgage rates, the borrower’s equity in the property and the financial condition and operating history of the property and the borrower. In certain situations, and during periods of credit distress, the unavailability of real estate financing may lead to default by a commercial borrower. In addition, in the absence of any such takeout financing, the ability of a borrower to repay a loan secured by an income-producing property will depend upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. Furthermore, we may not have the same access to information in connection with investments in commercial mortgage loans, either when investigating a potential investment or after making an investment, as compared to publicly traded securities.

Commercial mortgage loans are usually non-recourse in nature. Therefore, if a commercial borrower defaults on the commercial mortgage loan, then the options for financial recovery are limited in nature. To the extent the underlying default rates with respect to the pool or tranche of commercial real estate loans in which we directly or indirectly invest increase, the performance of our investments related thereto may be adversely affected. Default rates and losses on commercial mortgage loans will be affected by a number of factors, including global, regional and local economic conditions in the area where the mortgage properties are located, the borrower’s equity in the mortgage property, the financial circumstances of the borrower, tenant mix and tenant bankruptcies, property management decisions, including with respect to capital improvements, property location and condition, competition from other properties offering the same or similar services, environmental conditions, real estate tax rates, tax credits and other operating expenses, governmental rules, regulations and fiscal policies, acts of God, terrorism, social unrest and civil disturbances. A continued decline in specific commercial real estate markets and property valuations may result in higher delinquencies and defaults and potentially foreclosures. In the event of default, the lender will have no right to assets beyond collateral attached to the commercial mortgage loan. The overall level of commercial mortgage loan defaults remains significant and market values of the underlying commercial real estate remain distressed in many cases. It has also become increasingly difficult for lenders to dispose of foreclosed commercial real estate without incurring substantial investment losses, ultimately leading to a decline in the value of such investments.

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In the event of any default under a mortgage or real estate loan held directly by us, we will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage or real estate loan, which could have a material adverse effect on our profitability. In the event of the bankruptcy of a mortgage or real estate loan borrower, the mortgage or real estate loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage or real estate loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law. Additionally, in the event of a default under any senior debt, the junior or subordinate lender generally forecloses on the equity, purchases the senior debt or negotiates a forbearance or restructuring arrangement with the senior lender in order to preserve its collateral.

We face varying collateral risks

Our loans may not be secured by a mortgage but may instead be secured by shares or other collateral that may provide weaker rights than a mortgage. In any case, in the event of default, our source of repayment will be limited to the value of the collateral and may be subordinate to other lienholders. The collateral value of an underlying property may be less than the outstanding amount of our investment. In cases in which our collateral consists of shares, our rights and level of security may be less than if it held a mortgage loan. The underlying properties may be stabilized or non-stabilized and may involve elements of leasing or renovation. Our loans may also contain collateral that is not underwritten as part of the value securing such loan, including without limitation, residential properties. Even though certain collateral may not be considered as part of the value securing a loan, such collateral may present risks that could adversely affect the value of other collateral (e.g., tenants of residential properties may exercise rights that could adversely impact the ability to develop or re-develop land for another intended purpose).

Prepayment rates may adversely affect the value of our investment portfolio

We are subject to the risk that the issuer of a security or borrower under a loan may exercise its option to prepay principal earlier than scheduled, forcing us to reinvest the proceeds from such prepayment in lower yielding securities or loans, which may result in a decline in our return. Debt investments frequently have call features that allow the issuer to redeem the security at dates prior to its stated maturity at a specified price (typically greater than par) only if certain prescribed conditions are met. An issuer may choose to redeem a debt security if, for example, the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer. Any such prepayments of our securities or loans could adversely impact our results of operations and financial condition.

Difficulty in redeploying the proceeds from repayments of our loans and investments may cause our financial performance and returns to investors to suffer

As our loans and investments are repaid, we will have to redeploy the proceeds we receive into new loans and investments. It is possible that we will fail to identify reinvestment options that would provide returns or a risk profile that is comparable to the asset that was repaid. If we fail to redeploy the proceeds we receive from repayment of a loan in equivalent or better alternatives, our financial performance and returns to investors could suffer.

Our investments may be concentrated and are subject to risk of default

While we seek to diversify our portfolio of investments, we are not required to observe specific diversification criteria, except as may be set forth in the investment guidelines adopted by our Board. Therefore, our investments in our target assets may at times be concentrated in certain property types that are subject to higher risk of foreclosure or secured by properties concentrated in a limited number of geographic locations. To the extent that our portfolio is concentrated in any one region or type of asset, downturns relating generally to

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such region or type of asset may result in defaults on a number of our investments within a short time period, which may reduce our net income and the value of our Shares and accordingly reduce our ability to make distributions to our stockholders.

We face risks associated with the ownership of real property

In rare circumstances we may take a preferred equity position in a property-owning entity, or we may also acquire an equity position if it forecloses on a loan as lender, or agrees to accept equity collateral pursuant to a deed in lieu or other agreed upon transaction with a borrower or otherwise in connection with loan workouts. In other circumstances, we may purchase securities or other instruments from other investment funds and financial institutions. In any of the foregoing cases, our shares will be subordinate to both general and secured creditors of the asset. This subordination could increase our risk of loss. There will be no fixed period for return of our capital. Moreover, holding equity interests involves certain risks not present in real property loans or direct property ownership. For example, there is the possibility that other equity owners may have economic or business interests or goals which are inconsistent with ours. Further, the value of securities or other instruments purchased may fluctuate in value in a manner dependent on many criteria not directly related to the risks associated with real property, including the terms and conditions of the equity, the relative seniority of the equity and the general prospects and conditions of the issuer.

Transactions denominated in foreign currencies may subject us to foreign currency risks

We may originate, invest in or acquire assets denominated in foreign currencies, which may expose us to foreign currency risk. As a result, a change in foreign currency exchange rates may have an adverse impact on the valuation of our assets, as well as our income and distributions. Any such changes in foreign currency exchange rates may impact the measurement of such assets or income for the purposes of the REIT tests and may affect the amounts available for payment of dividends on our common stock.

We face risks due to our dependence on loan servicers and other third parties

We engage a third-party loan servicer and such third-party loan servicer is responsible for payment processing, treasury management, tax, insurance, escrow and reserve administration, payoff and release processing, borrower requests, monthly accounting and review of operating statements, rent rolls and borrower financials, and other credit related services. We also engage a third-party loan asset manager. Our results of operations, including our ability to make payments on any indebtedness, will depend in part on the ability of these third-party asset manager and loan servicer performing their agreed upon functions and duties. There can be no assurance that the third-party asset management and loan servicing firms employed by us will be able to perform their agreed upon functions and duties successfully. Asset managers and loan servicers may at times face conflicts of interests in the management of investments owned by third parties and/or other affiliates of the Adviser. Additionally, asset managers and loan servicers may need to attract, retain and develop executives and members of their management teams. The market for executive talent can be, notwithstanding general unemployment levels or developments within a particular industry, extremely competitive. There can be no assurance that we or any asset managers or loan servicers we engage will be able to attract, develop, integrate and retain suitable members of its management team and, as a result, we may be adversely affected thereby. All fees, costs and expenses related to third-party asset managers and loan servicers are expenses borne by us.

Uncertainty with respect to the financial stability of the United States and several countries in the EU could have a significant adverse effect on our business, financial condition and results of operations

Our investment strategy depends on the commercial real estate industry generally, which in turn depends on broad economic conditions in the United States, Europe, China and elsewhere. Recently, concerns over global economic conditions, energy and commodity prices, geopolitical issues, deflation, Federal Reserve short term rate decisions, foreign exchange rates, the availability and cost of credit, the sovereign debt crisis, the Chinese

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economy, the U.S. mortgage market and a potentially weakening real estate market in the United States have contributed to increased economic uncertainty and diminished expectations for the global economy. These factors, combined with volatile prices of oil and the potential for declining business and consumer confidence, may precipitate an economic slowdown, as well as cause extreme volatility in security prices. Global economic and political headwinds, along with global market instability and the risk of maturing debt that may have difficulties being refinanced, may continue to cause periodic volatility in the commercial real estate market for some time. Adverse conditions in the commercial real estate industry negatively impact our returns by, among other factors, the tightening of the credit markets, decline in the value of underlying real estate assets, and continuing credit and liquidity concerns, among other potential risks.

Our investments in Credit Assets may be risky and illiquid

The portfolio of Credit Assets which we originate or purchase is likely to be risky and illiquid. The portfolio of Credit Assets may be unsecured and subordinated to material amounts of senior indebtedness. The portfolio of Credit Assets may not be protected by financial covenants or limitations upon additional indebtedness. Illiquidity may result from the absence of an established market for the portfolio of Credit Assets, as well as legal or contractual restrictions on their sale by us. Dispositions of Credit Assets also may be subject to contractual and other limitations on transfer (including prepayment penalties with respect to property-level debt) or other restrictions that would interfere with the subsequent sale of such Credit Assets or adversely affect the terms that could be obtained upon any disposition thereof. The possibility of partial or total loss of capital will exist and prospective investors should not subscribe for our interests in unless they can readily bear the consequences of such loss. Even if the portfolio of our Credit Assets are successful, they may not produce a realized return for an unspecified duration of time.

There are inherent risks in investments outside the United States, generally

We expect to invest a portion of the aggregate amount of invested capital outside the United States. The legal systems of some countries lack transparency or could limit the protections available to foreign investors, and our portfolio of Credit Assets may be subject to nationalization and confiscation without fair compensation. Real estate related investing outside the United States involves additional risks: (i) currency exchange rate fluctuations and costs associated with conversion of investment principal and income from one currency into another; (ii) differences in conventions relating to documentation, settlement, corporate actions, shareholder rights and other matters; (iii) differences between U.S. and foreign securities and real estate markets, including potentially higher price volatility and relative illiquidity of some markets; (iv) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and differences in government supervision and regulation; (v) the risks associated with political, economic or social instability, including the risk of sovereign defaults, regulatory change, and the possibility of expropriation or confiscatory taxation and other adverse economic and political developments; (vi) the possible imposition of non-U.S. taxes on income and gains and gross sales or other proceeds recognized with respect to such Investments; (vii) less developed corporate laws regarding stakeholder rights, creditors’ rights (including the rights of secured parties), fiduciary duties and investor protections; (viii) differences in the legal and regulatory environment or enhanced legal and regulatory compliance, including potential currency control regulations, and potential restrictions on investment and repatriation of capital; (ix) political hostility to investments by foreign or private equity investors; and (x) less publicly available information.

There are risks related to currency and exchange rates, and hedging policies

Our functional currency is the U.S. dollar. Accordingly, non-U.S. stockholders will be subject to the risks associated with fluctuations in currency exchange rates between the U.S. dollar and their national currencies. Furthermore, as we may also make investments in certain foreign countries, our performance could be adversely affected by fluctuations in the currency exchange rate between the U.S. dollar, on the one hand, and the relevant foreign currencies, on the other hand, costs of conversion and exchange control regulations, in addition to the

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performance of the Credit Asset itself. To mitigate such risks, we may obtain financing in the relevant foreign currency and may enter into hedging transactions, such as treasury locks, forward contracts, fixtures contracts, cross-currency swaps and interest rate swaps. While such hedging transactions may reduce such risks, they may result in a poorer overall performance for us than if we had not entered into such hedging transactions and the Adviser may not be able to effectively hedge against, or accurately anticipate, certain risks that may adversely affect our investment portfolio. In addition, our investment portfolio will always be exposed to certain risks that cannot be fully or effectively hedged, such as credit risk relating both to particular securities and counterparties as well as interest rate risks.

We may also be exposed to the risk that one or more of the counterparties with which we trade may (i) cease making markets and quoting prices for such instruments, which may render us unable to enter into an offsetting transaction with respect to an open position or (ii) not have the financial ability to honor their contracts for the hedging transactions. Each prospective stockholder should consult with his or her own counsel and advisors as to all legal, tax, financial and related matters concerning an investment in the interests.

We face risks related to the potential collapse of the Euro and Credit Assets with underlying property located in Europe

We may originate, acquire, and manage loans in countries within the EU, a significant number of which use the euro as their national currency. In the recent past the stability of certain European financial markets deteriorated and expectations centered on potential defaults by sovereign states in Europe. There is a risk that in the future certain member states of the EU default, or expectations of such a default increase, which may lead to the collapse of the Eurozone as it is constituted today or that certain member states of the EU may cease to use the euro as their national currency. This could have an adverse effect on the performance of investments both in countries that experience the default and in other countries within the EU. A potential primary effect would be an immediate reduction of liquidity for particular investments in the affected countries, thereby impairing the value of such investments. Further, a deteriorating economic environment caused directly or indirectly by such a default or related expectations could have a direct effect on the general economic environment and the real estate market in particular.

We face risk of any Credit Assets located in the Asia-Pacific

We may originate, acquire, and manage loans in a number of countries in Asia-Pacific region, some of which may prove to be unstable. One of the risks of investing in such countries is the risk of adverse political developments, including nationalization, confiscation without fair compensation or war. Real estate-related investing in Asia-Pacific involves certain factors not typically associated with investing in real estate-related investments in the United States, including risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various non-U.S. currencies in which our portfolio of Credit Assets are denominated, and costs associated with conversion of investment principal and income from one currency into another; (ii) differences between U.S. and Asian real estate markets, including potential price volatility in and relative illiquidity of some Asian securities markets; (iii) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and differences in government supervision and regulation; (iv) certain economic and political risks, including potential exchange-control regulations, potential restrictions on investment and repatriation of capital, the risks associated with political, economic or social instability, and the possibility of expropriation or confiscatory taxation and adverse economic and political developments; (v) the possible imposition of non-U.S. taxes on income and gains recognized with respect to such Credit Assets; (vi) less developed corporate laws regarding fiduciary duties and the protection of investors; (vii) differences in the legal and regulatory environment or enhanced legal and regulatory compliance; (viii) political hostility to investments by foreign or private equity investors and (ix) less publicly available information. In addition, in certain jurisdictions foreign ownership of real estate assets may be restricted, requiring us to co-invest with local partners, and there may be significant local land use and permit restrictions, local taxes and other transaction costs that adversely affect our returns. While the Adviser intends, where deemed

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appropriate, to advise us in a manner that will minimize exposure to the foregoing risks, there can be no assurance that adverse developments with respect to such risks will not adversely affect our assets that are held in certain countries.

We face certain risks pertaining to Creditors’ Rights in relation to Credit Assets

Our portfolio of Credit Assets and any collateral underlying those investments will be subject to various laws for the protection of creditors in the relevant jurisdictions. Such differences in law may also adversely affect our rights as a lender or holder or preferred equity with respect to other equity holders or creditors. Additionally, we may experience less favorable treatment under different insolvency regimes than those that apply in the United States, including in cases where we seeks to enforce any security it may hold as a creditor.

Risks Related to Investments in Real Estate-Related Debt Securities

Investments in investment grade corporate bank debt and debt securities of commercial real estate operating or finance companies are subject to the specific risks relating to the particular company and to the general risks of investing in real estate-related loans and securities, which may result in significant losses

We may invest in corporate bank debt and debt securities of commercial real estate operating or finance companies. These investments involve special risks relating to the particular company, including its financial condition, liquidity, results of operations, business and prospects. In particular, the debt securities are often non-collateralized and may also be subordinated to its other obligations.

These investments also subject us to the risks inherent with real estate-related investments, including:

• risks of delinquency and foreclosure, and risks of loss in the event thereof;

• the dependence upon the successful operation of, and net income from, real property;

• risks generally incident to interests in real property; and

• risks specific to the type and use of a particular property.

These risks may adversely affect the value of our investments in commercial real estate operating and finance companies and the ability of the issuers thereof to make principal and interest payments in a timely manner, or at all, and could result in significant losses.

We may invest in high yield securities which are subject to more risk than higher rated securities

CRE Debt Securities that are, at the time of purchase, rated below investment grade (below Baa by Moody’s and below BBB by S&P and Fitch), an equivalent rating assigned by another nationally recognized statistical rating organization or unrated but judged by the Adviser to be of comparable quality, are commonly referred to as “high yield” securities. Investments in high yield securities generally provide greater income and increased opportunity for capital appreciation than investments in higher quality securities, but they also typically entail greater price volatility and principal and income risk, including the possibility of issuer default and bankruptcy. High yield securities are regarded as predominantly speculative with respect to the issuer’s continuing ability to meet principal and interest payments. Debt Securities in the lowest investment grade category also may be considered to possess some speculative characteristics by certain rating agencies. In addition, analysis of the creditworthiness of issuers of high yield securities may be more complex than for issuers of higher quality securities.

High yield securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than investment grade securities. A projection of an economic downturn or of a period of rising interest rates, for example, could cause a decline in high yield security prices because the advent of a

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recession could lessen the ability of an issuer to make principal and interest payments on its debt obligations. If an issuer of high yield securities defaults, in addition to risking non-payment of all or a portion of interest and principal, we may incur additional expenses to seek recovery. The market prices of high yield securities structured as zero-coupon, step-up or payment-in-kind securities will normally be affected to a greater extent by interest rate changes, and therefore tend to be more volatile than the prices of securities that pay interest currently and in cash.

The secondary market on which high yield securities are traded may be less liquid than the market for investment grade securities. Less liquidity in the secondary trading market could adversely affect the price at which we could sell a high yield security and could adversely affect the NAV of our Common Shares. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield securities, especially in a thinly-traded market. When secondary markets for high yield securities are less liquid than the market for investment grade securities, it may be more difficult to value the securities because such valuation may require more research, and elements of judgment may play a greater role in the valuation because there is less reliable, objective data available. During periods of thin trading in these markets, the spread between bid and asked prices is likely to increase significantly and we may have greater difficulty selling our portfolio securities. We will be dependent on the Adviser’s research and analysis when investing in high yield securities.

Some of our investments in CRE Debt Securities may become distressed, which securities would have a high risk of default and may be illiquid

Real estate investments are relatively illiquid. Such illiquidity may limit our ability to vary our portfolio of loans secured by, or unsecured but related to, commercial real estate in response to changes in economic and other conditions. Illiquidity may result in the absence of an established market for investments as well as the legal or contractual restrictions on their resale. In addition, illiquidity may result from changes in the capital markets or the decline in value of a property securing one or more of our investments. There can be no assurances that either the capital market conditions will change from their current state or that the fair market value of any of the real property serving as security will not decrease in the future, leaving our investment under-collateralized or not collateralized at all.

During an economic downturn or recession, securities of financially troubled or operationally troubled issuers are more likely to go into default than securities of other issuers. Securities of financially troubled issuers and operationally troubled issuers are less liquid and more volatile than securities of companies not experiencing financial difficulties. The market prices of such securities are subject to erratic and abrupt market movements and the spread between bid and asked prices may be greater than normally expected. Investment in the securities of financially troubled issuers and operationally troubled issuers involves a high degree of credit and market risk. There is no assurance that the Adviser will correctly evaluate the value of the assets collateralizing such investments or the prospects for a successful reorganization or similar action.

These financial difficulties may never be overcome and may cause issuers to become subject to bankruptcy or other similar administrative proceedings. There is a possibility that we may incur substantial or total losses on our investments and in certain circumstances, be exposed to certain additional potential liabilities that may exceed the value of our original investment therein. For example, under certain circumstances, a lender who has inappropriately exercised control over the management and policies of a debtor may have its claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In any reorganization or liquidation proceeding relating to our investments, we may lose our entire investment, may be required to accept cash or securities with a value less than our original investment or may be required to accept different terms, including payment over an extended period of time. In addition, under certain circumstances payments to us may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment, or similar transactions under applicable bankruptcy and insolvency laws. Furthermore, bankruptcy laws and similar laws applicable to administrative proceedings may delay our

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ability to realize collateral for loan positions we held, or may adversely affect the economic terms and priority of such loans through doctrines such as equitable subordination or may result in a restructure of the debt through principles such as the “cramdown” provisions of the bankruptcy laws.

Certain risks associated with CMBS may adversely affect our results of operations and financial condition

We may invest a portion of our assets in pools or tranches of CMBS. The collateral underlying CMBS generally consists of commercial mortgages on real property that has a multifamily or commercial use, such as retail space, office buildings, warehouse property and hotels. CMBS have been issued in a variety of issuances, with varying structures including senior and subordinated classes. The commercial mortgages underlying CMBS generally face the risks described below in “—We may invest in commercial mortgage loans which are non-recourse in nature and include limited options for financial recovery in the event of default; an event of default may adversely affect our results of operations and financial condition.”

Default risks with respect to CMBS investments may be further pronounced in the case of single-issuer CMBS or CMBS secured by a small or less diverse collateral pool. At any one time, a portfolio of CMBS may be backed by commercial mortgage loans disproportionately secured by properties in only a few states, regions or foreign countries. As a result, such investments may be more susceptible to geographic risks relating to such areas, including adverse economic conditions, declining home values, adverse events affecting industries located in such areas and other factors beyond the control of the Adviser relative to investments in multi-issuer CMBS or a pool of mortgage loans having more diverse property locations.

CMBS are also affected by the quality of the credit extended. As a result, the quality of the CMBS is dependent upon the selection of the commercial mortgages for each issuance and the cash flow generated by the commercial real estate assets, as well as the relative diversification of the collateral pool underlying such CMBS and other factors such as adverse selection within a particular tranche or issuance.

We may find it necessary or desirable to foreclose on certain of the loans or CMBS we may acquire, and the foreclosure process may be lengthy and expensive

We may find it necessary or desirable to foreclose on certain of the loans or CMBS we may acquire, and the foreclosure process may be lengthy and expensive. The protection of the terms of the applicable loan, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests may not be adequate. Furthermore, claims may be asserted by lenders or borrowers that might interfere with enforcement of our rights. Borrowers may resist foreclosure actions by asserting numerous claims, counterclaims and defenses against us, including, without limitation, lender liability claims and defenses, even when the assertions may have no basis in fact, in an effort to prolong the foreclosure action and seek to force the lender into a modification of the loan or a favorable buy-out of the borrower’s position in the loan. In some U.S. states, foreclosure actions can take several years or more to litigate. At any time prior to or during the foreclosure proceedings, the borrower may file for bankruptcy or its equivalent, which would have the effect of staying the foreclosure actions and further delaying the foreclosure process and potentially result in a reduction or discharge of a borrower’s debt. Foreclosure may create a negative public perception of the related property, resulting in a diminution of its value, and in the event of any such foreclosure or other similar real estate owned-proceeding, we would also become the subject to the various risks associated with direct ownership of real estate, including environmental liabilities. Even if we are successful in foreclosing on a loan, the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us. Furthermore, any costs or delays involved in the foreclosure of the loan or a liquidation of the underlying property will further reduce the net proceeds and, thus, increase the loss.

There are certain risks associated with the insolvency of obligations backing mortgage-backed securities and other investments

The real estate loans backing the mortgage-backed securities (“MBS”), which include the CMBS in which we will invest, and other investments we may make may be subject to various laws enacted in the jurisdiction or

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state of the borrower for the protection of creditors. If an unpaid creditor files a lawsuit seeking payment, the court may invalidate all or part of the borrower’s debt as a fraudulent conveyance, subordinate such indebtedness to existing or future creditors of the borrower or recover amounts previously paid by the borrower in satisfaction of such indebtedness, based on certain tests for borrower insolvency and other facts and circumstances, which may vary by jurisdiction. There can be no assurance as to what standard a court would apply to determine whether the borrower was “insolvent” after giving effect to the incurrence of the indebtedness constituting the mortgage backing the CMBS and other investments, or that regardless of the method of valuation, a court would not determine that the borrower was “insolvent” after giving effect to such incurrence. In addition, in the event of the insolvency of a borrower, payments made on such mortgage loans could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year and one day) before insolvency.

There are certain risks associated with CMBS interest shortfalls

Our CMBS investments may be subject to interest shortfalls due to interest collected from the underlying loans not being sufficient to pay accrued interest to all of the CMBS. Interest shortfalls to the CMBS trust will occur when the servicer does not advance full interest payments on defaulted loans. The servicer in a CMBS trust is required to advance monthly principal and interest payments due on a delinquent loan. Once a loan is delinquent for a period of time (generally 60 days), the servicer is required to obtain a new appraisal to determine the value of the property securing the loan. The servicer is only required to advance interest based on the lesser of the loan amount or 90%, generally, of the appraised value. Interest shortfalls occur when 90%, generally, of the appraised value is less than the loan amount and the servicer does not advance interest on the full loan amount. The resulting interest shortfalls impact interest payments on the most junior class in the trust first. As interest shortfalls increase, more senior classes may be impacted. Over time, senior classes may be reimbursed for accumulated shortfalls if the delinquent loans are resolved, but there is no guarantee that shortfalls will be collected. Interest shortfalls to the CMBS trust may also occur because of accumulated advances and expenses on defaulted loans. When a defaulted loan or foreclosed property is liquidated, the servicer will be reimbursed for accumulated advances and expenses prior to payments to CMBS bond holders. If proceeds are insufficient to reimburse the servicer or if a defaulted loan is modified and not foreclosed, the servicer is able to make a claim on interest payments that is senior to the bond holders to cover accumulated advances and expenses. If the claim is greater than interest collected on the loans, interest shortfalls could impact one or more bond classes in a CMBS trust until the servicer’s claim is satisfied.

We may acquire CMBS affiliated with Invesco

We may acquire CMBS whereby mortgages underlying the CMBS were issued by, properties underlying the mortgages in the CMBS are owned by, or the CMBS is serviced by, Other Invesco Accounts or their affiliates. While we will be acquiring such CMBS from third parties on terms already negotiated by and agreed with third parties and will forgo all non-economic rights (including voting rights) in such CMBS as long as the affiliation persists, there is no assurance that such procedures will adequately address all of the conflicts of interest that may arise or will address such conflicts in a manner that results in the allocation of a particular investment opportunity to us or is otherwise favorable to us. While the mortgage loans underlying such CMBS are made in advance of any issuance of the CMBS, our investment, or the expectation of our investment, in such a CMBS may have the potential to affect the pricing terms of underlying mortgage loans for properties owned by Other Invesco Accounts. To the extent that any of our executives are also executives of Invesco, the same personnel may determine the price and terms for the investments for both us and these entities and there can be no assurance that any procedural protections, such as obtaining market prices or other reliable indicators of fair value, will prevent the consideration we pay for these investments from exceeding their fair value or that we receive terms for a particular investment opportunity that are as favorable as those available from an independent third party.

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Our CMBS investments face risks associated with extensions that may adversely affect our results of operations and financial condition

Our CMBS and other CRE Debt Securities may be subject to extension, resulting in the term of the securities being longer than expected. Extensions are affected by a number of factors, including the general availability of financing in the market, the value of the related mortgaged property, the borrower’s equity in the mortgaged property, the financial circumstances of the borrower, fluctuations in the business operated by the borrower on the mortgaged property, competition, general economic conditions and other factors. Such extensions may also be made without the Adviser’s consent.

There are certain risks associated with the servicers of commercial real estate loans underlying CMBS and other investments in CRE Debt Securities

The exercise of remedies and successful realization of liquidation proceeds relating to commercial real estate loans underlying CMBS and other CRE Debt Securities may be highly dependent on the performance of the servicer or special servicer. The servicer may not be appropriately staffed or compensated to immediately address issues or concerns with the underlying loans. Such servicers may exit the business and need to be replaced, which could have a negative impact on the portfolio due to lack of focus during a transition. Special servicers frequently are affiliated with investors who have purchased the most subordinate bond classes, and certain servicing actions, such as a loan extension instead of forcing a borrower pay off, may benefit the subordinate bond classes more so than the senior bonds. While servicers are obligated to service the portfolio subject to a servicing standard and maximize the present value of the loans for all bond classes, servicers with an affiliate investment in the CMBS or other CRE Debt Securities may have a conflict of interest. There may be a limited number of special servicers available, particularly those which do not have conflicts of interest. In addition, to the extent any such servicers fail to effectively perform their obligations pursuant to the applicable servicing agreements, such failure may adversely affect our investments.

There are risks associated with investments in operating companies

We may invest in CRE OpCos, which in turn may develop or service the assets of (or provide technology or services to) (i) us, (ii) clients, affiliates or former affiliates of the Adviser, (iii) other interested parties and/or (iv) third parties. We may make such investments to access opportunities within our primary strategy or to enhance our returns. An investment in CRE OpCos may take the form of debt or equity. An operating company in which we invest may not be profitable at the time of our investment (or ever). We may not be able to recover our investment in an operating company, and such investment may expose us to greater regulatory and other risks.

We may invest in structured products or similar products that may include structural and legal risks

We may invest from time to time in structured products. These investments may include debt securities issued by a private investment fund that invests, on a leveraged basis, in credit assets originated by banks or other third parties, high-yield debt or other asset groups, certificates issued by a structured investment vehicle that holds pools of commercial mortgage loans, as well as MBS credit default swaps (e.g., CMBX). Our investments in structured products will be subject to a number of risks, including risks related to the fact that the structured products will be leveraged, and other structural and legal risks related thereto. Many structured products contain covenants designed to protect the providers of debt financing to such structured products. A failure to satisfy those covenants could result in the untimely liquidation of the structured product and a complete loss of our investment therein. The value of an investment in a structured product will depend on the investment performance of the assets in which the structured product invests and will, therefore, be subject to all of the risks associated with an investment in those assets. These risks include the possibility of a default by, or bankruptcy of, the issuers of such assets or a claim that the pledging of collateral to secure any such asset constituted a fraudulent conveyance or preferential transfer that can be subordinated to the rights of other creditors of the issuer of such asset or nullified under applicable law.

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We will face risks related to our investments in collateralized debt obligations

We may invest in collateralized debt obligations (“CDOs”). CDOs include, among other things, collateralized loan obligations (“CLOs”) and other similarly structured securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. CDOs may charge a management fee and administrative expenses. For CLOs, the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CLO trust typically has higher ratings and lower yields than the underlying securities and can be rated investment grade. Despite the protection from the equity tranche, CLO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults and aversion to CLO securities as a class. The risks of an investment in a CDO depend largely on the type of the collateral and the class of the CDO in which we invest.

Normally, CLOs and other CDOs are privately offered and sold, and thus are not registered under the securities laws. As a result, certain investments in CDOs may be characterized as illiquid assets and volatility in CLO and CDO trading markets may cause the value of these investments to decline. Moreover, if the underlying mortgage portfolio has been overvalued by the originator, or if the values subsequently decline and, as a result, less collateral value is available to satisfy interest and principal payments and any other fees in connection with the trust or other conduit arrangement for such securities, we may incur significant losses. Also, with respect to the CLOs and CDOs in which we may invest, control over the related underlying loans will be exercised through a special servicer or collateral manager designated by a “directing certificate holder” or a “controlling class representative,” or otherwise pursuant to the related securitization documents. We may acquire classes of CLOs or CDOs for which we may not have the right to appoint the directing certificate holder or otherwise direct the special servicing or collateral management. With respect to the management and servicing of those loans, the related special servicer or collateral manager may take actions that could adversely affect our interests. In addition to the risks associated with debt instruments (e.g., interest rate risk and credit risk), CDOs carry additional risks including, but not limited to: (1) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (2) the quality of the collateral may decline in value or default; (3) the possibility that we may invest in CDOs that are subordinate to other classes; and (4) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.

We may invest in subordinated debt, which is subject to greater credit risk than senior debt

We may invest in debt instruments, including junior tranches of CMBS, that are subordinated in an issuer’s capital structure. To the extent we invest in subordinated debt of an issuer’s capital structure or subordinated CMBS bonds, such investments and our remedies with respect thereto, including the ability to foreclose on any collateral securing such investments, will be subject to the rights of any senior creditors and, to the extent applicable, contractual inter-creditor or participation agreement provisions.

Investments in subordinated debt involve greater credit risk of default than the senior classes of the issue or series. Subordinated tranches of CMBS or other investments absorb losses from default before other more senior tranches of CMBS to which it is subordinate are put at risk. As a result, to the extent we invest in subordinate debt instruments (including CMBS), we would potentially receive payments or interest distributions after, and must bear the effects of losses or defaults on the senior debt (including underlying mortgage loans, senior mezzanine debt or senior CMBS bonds) before, the holders of other more senior tranches of debt instruments with respect to such issuer.

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We will face “spread widening” risk related to our investment in securities

For reasons not necessarily attributable to any of the risks set forth herein (for example, supply/demand imbalances or other market forces), the market spreads of the CRE Debt Securities in which we invest may increase substantially, causing the securities prices to fall. It may not be possible to predict, or to hedge against, such “spread widening” risk. In addition, mark-to-market accounting of our investments will have an interim effect on the reported value prior to realization of an investment.

In certain cases, financings for properties may be structured as non-recourse to the borrower, which limits our recourse as a lender

Generally, commercial real estate financings are structured as non-recourse to the borrower, which limits our recourse, as a lender, in the event of a loan default. However, lenders customarily will require that a creditworthy parent entity enter into so-called “recourse carveout” guarantees to protect the lender against certain bad-faith or other intentional acts of the borrower in violation of the loan documents. A “bad boy” guarantee typically provides that the lender can recover losses from the guarantors for certain bad acts, such as fraud or intentional misrepresentation, intentional waste, willful misconduct, criminal acts, misappropriation of funds, voluntary incurrence of prohibited debt and environmental losses sustained by lender. In addition, “bad boy” guarantees typically provide that the loan will be a full personal recourse obligation of the guarantor, for certain actions, such as prohibited transfers of the collateral or changes of control and voluntary bankruptcy of the borrower.

We may invest in derivatives for hedging purposes, which involve numerous risks

Subject to REIT qualification requirements and compliance with any applicable exemption from being regulated as a commodity pool operator, we may enter into derivatives transactions including, but not limited to, currency hedging utilizing forward and/or futures contracts, interest rate swaps, and interest rate floors and caps for limited hedging purposes. Our use of derivative instruments may be particularly speculative and involves investment risks and transaction costs to which we would not be subject absent the use of these instruments and use of derivatives generally involves leverage in the sense that the investment exposure created by the derivatives may be significantly greater than our initial investment in the derivative. Leverage magnifies investment, market and certain other risks. Thus, the use of derivatives may result in losses in excess of principal and greater than if they had not been used. The ability to successfully use derivative investments depends on the ability of the Adviser. The skills needed to employ derivatives strategies are different from those needed to select portfolio investments and, in connection with such strategies, the Adviser must make predictions with respect to market conditions, liquidity, market values, interest rates or other applicable factors, which may be inaccurate. The use of derivative investments may require us to sell or purchase portfolio investments at inopportune times or for prices below or above the current market values, may limit the amount of appreciation we can realize on an investment or may cause us to hold a security that we might otherwise want to sell. We will also be subject to credit risk with respect to the counterparties to our derivatives contracts (whether a clearing corporation in the case of exchange-traded instruments or another third party in the case of over-the-counter instruments). In addition, the use of derivatives will be subject to additional unique risks associated with such instruments including a lack of sufficient asset correlation, heightened volatility in reference to interest rates or prices of reference instruments and duration/term mismatch, each of which may create additional risk of loss.

Risks Related to Debt Financing

We may not be able to obtain leverage, but if obtained the use of leverage will expose us to certain risks

Under the investment guidelines adopted by the Board, we are not precluded from borrowing against the portfolio of Credit Assets or other real estate related investments and there is no limitation on the amount of indebtedness we may incur with respect to any loan or debt-related investment. Our target leverage ratio after we

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have raised substantial offering proceeds and acquired a broad portfolio of loans secured by, or unsecured but related to, commercial real estate is 50% to 65%. The Company will not place debt on subordinated loans or Junior Tranche positions in its portfolio. If the Company pursues borrowings in excess of this maximum leverage ratio, it will seek to obtain Board approval. The use of leverage involves a high degree of financial risk and will increase the exposure of the portfolio to adverse economic factors such as rising interest rates, downturns in the economy or deteriorations in the condition of the investments. Company-Level Facilities are excluded from these target leverage ratio calculations, and therefore the use of Company-Level Facilities can increase the risks related to debt financing outlined herein more than an investment with comparable target leverage ratios. The Ramp-Up Period and other periods in which the Adviser may deviate from its target leverage ratios are in the discretion of the Adviser, and therefore at the Adviser’s discretion we could exceed target leverage ratios and increase related risks.

Many of these same issues also apply to Company-Level Facilities which are expected to be in place at various times as well. For example, the loan documents for such Company-Level Facilities may include various coverage ratios, the continued compliance with which may not be completely within our control. If such coverage ratios are not met, the lenders under such Company-Level Facilities may declare any unfunded investments to be terminated and declare any amounts outstanding to be due and payable. We may also rely on short-term financing that would be especially exposed to changes in availability.

Although borrowings by us have the potential to enhance overall returns that exceed our cost of funds, they will further diminish returns (or increase losses on capital) to the extent overall returns are less than our cost of funds. As a result, the possibilities of profit and loss are increased. Our return on a Credit Asset or other debt-related investment may be partially dependent upon our ability to use leverage, including repurchase agreements and CLOs. Our ability to obtain the leverage necessary on attractive terms will depend upon many factors including market conditions and our performance. The failure to obtain leverage at the contemplated advance rates, pricing and other terms could have a material adverse effect on us. Moreover, there can be no assurance that we will be able to meet our debt service obligations or our margin calls and, to the extent that we cannot, we risk the loss of some or all of our assets or a financial loss if we are required to dispose of or refinance loans at a commercially inopportune time. In addition, our portfolio or a subset of our portfolio may be cross-collateralized and cross-defaulted and the debt may be recourse to us so an impairment or potential impairment of a Credit Asset or other debt-related investment may create a risk of loss of some or all of our assets. Further, the term of the leverage may vary from the term of our portfolio which could result in the necessity to refinance or repay such leverage prior to the maturity of our portfolio.

We may incur significant leverage

Our investments will involve significant amounts of indebtedness. Debt service requirements may deplete cash flows and relatively small changes in the overall value of investments will have a magnified impact on us. If an investment were unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, the value of our investment in such investment would be significantly reduced or even eliminated. The amount of debt financing may restrict the amount of funds available for distribution to investors. In addition, the terms of any debt financing may contain covenants that, among other things, might restrict our operations or activities or our investments.

We have no limitations on the amount of short-term corporate debt we may incur, the Leverage Limitation with respect to long-term debt may be waived by the Board and we are not subject to any limitation on short- or long-term debt during the Ramp-Up Period

Our governing documents do not contain limitations on the amount of debt that we may incur and there is no limit on the amount of leverage we may borrow with respect to any individual Credit Asset or portfolio of loans.. We have adopted a leverage policy that restricts the aggregate long-term debt that may be incurred but the limitation may be waived by the Board. The leverage limitations in our leverage policy do not apply to short-term credit facilities. We also are not subject to any leverage limitations during the Ramp-Up Period. The amount

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of debt we use will depend on available investment opportunities, available capital, our ability to obtain financing arrangements and the stability of cash flow.

Incurring substantial corporate debt could subject us to many risks that, if realized, would materially and adversely affect us, including the risk that:

• our cash flow from operations may be insufficient to make required payments of principal and interest on the debt;

• our debt may increase our vulnerability to adverse economic, market and industry conditions with no assurance that our investment yields will increase to match our higher financing costs;

• we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for future business opportunities; and

• we may not be able to refinance maturing debts.

If we draw on a line of credit to fund repurchases or for any other reason, our financial leverage ratio could increase beyond our target

We may enter into a credit facility in an effort to provide for a ready source of liquidity for any business purpose. There can be no assurances that that we will be able to obtain any lines of credit or other financing on financially reasonable terms, or at all. If we borrow to fund repurchases of Shares, our financial leverage will increase and may exceed our target leverage ratio. Our leverage may remain at the higher level until we receive additional net proceeds from the offering of Shares or generate sufficient operating cash flow or proceeds from asset sales to repay outstanding indebtedness.

Increases in interest rates could increase the amount of our loan payments and adversely affect our ability to make distributions to our stockholders

Interest we pay on our loan obligations will reduce cash available for distributions. If we obtain variable rate loans, increases in interest rates could increase our interest costs, which could reduce our cash flows and our ability to make distributions to our stockholders. In addition, if we need to repay existing loans during periods of rising interest rates, we could be required to dispose of or refinance loans at times that may not permit realization of the maximum return on such assets.

For our borrowed money, the potential for gain or loss on amounts invested in us will be magnified and may increase the risk of investing in us.

We use borrowings, also known as leverage, to finance the acquisition of a portion of our investments with credit facilities and other borrowings, which may include repurchase agreements and CLOs. The use of leverage increases the volatility of investments by magnifying the potential for gain or loss on invested equity capital. If we use leverage to partially finance our investments, through borrowing from banks and other lenders, stockholders will experience increased risks when investing in us. If the value of our assets increases, leverage would cause the net asset value attributable to each Common Share to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leverage would cause net asset value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net income to increase more than it would without the leverage, while any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make distribution payments. Leverage is generally considered a speculative investment technique. Our ability to execute our strategy using leverage depends on various conditions in the financing markets that are beyond our control, including liquidity and credit spreads.

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We may use repurchase agreements to finance our Credit Assets, which may expose us to risks that could result in losses

We may use repurchase agreements as a form of leverage to finance our purchase of Credit Assets. Although each transaction under any repurchase agreements will have its own specific terms, such as identification of the assets subject to the transaction, sale price, repurchase price and rate, we remain exposed to the credit risk of each asset because we must purchase the asset from the applicable counterparty on a specified date. In addition, repurchase agreements involve the risk that the counterparty may liquidate the assets underlying the repurchase agreements following the occurrence of an event of default under the applicable repurchase agreement by us. Furthermore, the counterparty may require us to provide additional margin in the form of cash or other forms of collateral (with the value of such collateral determined by the counterparty) under the terms of the applicable repurchase agreement. In addition, the interest costs and other fees associated with repurchase agreement transactions may adversely affect our results of operations and financial condition, and, in some cases, we may be worse off than if we had not used such instruments.

The failure of SOFR to gain acceptance may adversely affect repurchase agreements we utilize

We may utilize repurchase agreements which utilize floating rates that are based on the secured overnight financing rate (“SOFR”). The Federal Reserve Bank of New York began to publish SOFR in April 2018. Although the Federal Reserve Bank of New York has also published historical indicative SOFR going back to 2014, such historical indicative data inherently involves assumptions, estimates and approximations. Therefore, SOFR has limited performance history and no actual investment based on the performance of SOFR was possible before April 2018. SOFR may fail to gain market acceptance. SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to U.S. dollar London interbank offered rate (“LIBOR”) in part because it is considered a good representation of general funding conditions in the overnight U.S. Treasury repurchase agreement market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that market participants would not consider SOFR a suitable substitute or successor for all of the purposes for which LIBOR historically has been used (including, without limitation, as a representation of the unsecured short-term funding costs of banks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to gain market acceptance could adversely affect repurchase agreements we utilize.

Volatility in the financial markets and challenging economic conditions could adversely affect our ability to secure debt financing on attractive terms and our ability to service any future indebtedness that we may incur

Volatility in the global credit markets could make it more difficult for us to obtain favorable financing for investments. A widening of credit spreads, coupled with the extreme volatility of the global debt markets and a rise in interest rates, dramatically reduce investor demand for high yield debt and senior bank debt, which in turn could lead some investment banks and other lenders to be unwilling to finance new investments or to only offer committed financing for these investments on unattractive terms. Such unattractive terms could include requirements by lenders that we pay down or pay off any existing financing prior to them financing our new investments, which we may not have sufficient capital to do. Additionally, agreements with lenders may provide that our interest rate to them will be based on a predetermined rate plus an applicable spread, allowing the lender to adjust the spread adversely to us during time of market volatility. If the overall cost of borrowing increases, either by increases in the index rates or by increases in lender spreads, the increased costs may result in future acquisitions generating lower overall economic returns and potentially reducing future cash flow available for distribution. Disruptions in the debt markets negatively impact our ability to borrow monies to finance the purchase of, or other activities related to, real estate assets. Moreover, to the extent that such marketplace events are not temporary, they could have an adverse impact on the availability of credit to businesses generally and could lead to an overall weakening of the U.S. economy.

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If we enter into financing arrangements involving balloon payment obligations, it may adversely affect our ability to make distributions to our stockholders

Some of our financing arrangements may require us to make a lump-sum or “balloon” payment at maturity. Our ability to make a balloon payment is uncertain and may depend upon our ability to dispose of or refinance loans. At the time the balloon payment is due, we may or may not be able to refinance the balloon payment on terms as favorable as the original loan or dispose a particular loan at a price sufficient to make the balloon payment. Such a refinancing would be dependent upon interest rates and lenders’ policies at the time of refinancing, economic conditions in general and the value of the underlying properties in particular. The effect of a refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets.

Restrictive covenants relating to our operations may have adverse effects on us

A credit facility lender may impose restrictions on us that would affect our ability to incur additional debt, originate loans, reduce liquidity below certain levels, make distributions to our stockholders and impact our flexibility to determine our operating policies and investment strategies. For example, our loan agreements may contain negative covenants that limit, among other things, our ability to distribute more than a certain amount of our net cash flow to the stockholders, dispose of or refinance loans and enter into transactions with affiliates. In addition, our loan agreements may contain negative covenants that limit leverage beyond certain amounts contrary to our leverage ratio goals. If we fail to meet or satisfy any of these covenants, we would be in default under such agreements, and a lender could elect to declare outstanding amounts due and payable, terminate its commitment, require the posting of additional collateral and/or enforce its interests against existing collateral.

In certain cases, we may execute a limited guarantee

It is expected that the financing arrangements with respect to our Credit Assets generally will require “bad boy” guarantees or may require limited principal recourse from us and in the event that any such guarantee is called, our assets could be adversely affected.

Risks Related to our Relationship with the Adviser and its Affiliates

We will depend on the Adviser and its key personnel

The Adviser’s ability to successfully manage our affairs currently depends on the experience, relationships and expertise of the senior management and other key employees of Invesco Real Estate who manage the Company. There can be no assurance that these individuals will remain employed by the Adviser or its affiliates, or otherwise continue to carry on their current duties throughout our term. The loss of the services of the Adviser, or employees of the Adviser, could have a material adverse effect on our operations.

We depend on the Adviser to select our investments and otherwise conduct our business, and any material adverse change in the Adviser’s financial condition or our relationship with the Adviser could have a material adverse effect on our business and ability to achieve our investment objectives

Our success is dependent upon our relationship with, and the performance of, the Adviser in the acquisition and management of our portfolio, and our corporate operations. The Adviser may suffer or become distracted by adverse financial or operational problems in connection with Invesco’s business and activities unrelated to us and over which we have no control. Should the Adviser fail to allocate sufficient resources to perform its responsibilities to us for any reason, we may be unable to achieve our investment objectives or to pay distributions to our stockholders.

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The Adviser’s inability to retain the services of key real estate professionals could hurt our performance

Our success depends to a significant degree upon the contributions of certain key real estate professionals employed by the Adviser, each of whom would be difficult to replace. There is ever-increasing competition among alternative asset firms, financial institutions, private equity firms, investment advisers, investment managers, real estate investment companies, real estate investment trusts and other industry participants for hiring and retaining qualified investment professionals and there can be no assurance that such professionals will continue to be associated with us or the Adviser, particularly in light of our perpetual-life nature, or that replacements will perform well. Neither we nor the Adviser have employment agreements with these key real estate professionals and they may not remain associated with us or the Adviser. If any of these persons were to cease their association with us or the Adviser, our operating results could suffer. Our future success depends, in large part, upon the Adviser’s ability to attract and retain highly skilled managerial, operational and marketing professionals. If the Adviser loses or is unable to obtain the services of highly skilled professionals, our ability to implement our investment strategies could be delayed or hindered.

The agreements entered into with the Adviser and other affiliates were not determined on an arm’s-length basis and therefore may not be on the same terms we could achieve from a third party

The compensation paid to the Adviser and other affiliates of Invesco for services they provide us was not determined on an arm’s-length basis. All service agreements, contracts or arrangements between or among Invesco and its affiliates, including the Adviser and us, were not negotiated at arm’s-length. Such agreements include the Advisory Agreement, Dealer Manager Agreement and any other agreements we may enter into with affiliates of the Adviser from time to time.

There is a risk in the conflict of interest in the calculation of the Management Fee and Performance Fee by the Adviser in connection with our determination of NAV

The Adviser is paid a Management Fee and a performance fee (the “Performance Fee”) for its services that are based on the value of our portfolio of investments as determined in connection with our determination of NAV, which is calculated by the Adviser in accordance with our Valuation Guidelines. The calculation of our NAV includes certain subjective judgments with respect to estimating, for example, our accrued expenses, net portfolio income and liabilities, and therefore, our NAV may not correspond to realizable value upon a sale of those assets. The Adviser may benefit by us retaining ownership of our assets at times when our stockholders may be better served by the sale or disposition of our assets in order to avoid a reduction in our NAV. If our NAV is calculated in a way that is not reflective of our actual NAV, then the then-current transaction price of Common Shares on a given date may not accurately reflect the value of our portfolio, and Common Shares may be worth less than the then-current transaction price. The Performance Fee could motivate the Adviser, due to its affiliation with us, to make investments that are riskier or more speculative than would be the case if such arrangements were not in effect. In addition, because the Performance Fee will be calculated on the basis of our total return per share, which incorporates the movement of the NAV of our Common Shares, the Adviser may be awarded a Performance Fee in some instances due to market movements (rather than based on Adviser performance).

We do not own the Invesco name, but we may use it as part of our corporate name pursuant to a trademark sublicense agreement with an affiliate of Invesco

We have entered into a trademark sublicense agreement with the Adviser, as the sub-licensor, pursuant to which it has granted us a revocable, royalty-free, non-exclusive, non-transferable right and license to use the “Invesco” name as part of our corporate name in connection with activities associated with being a real estate investment trust. Under the sublicense agreement, we have a right to use this name for so long as the Adviser serves as our adviser and the trademark license agreement between Adviser and Invesco Holding Company Limited (“IHCL”) is not terminated. IHCL and its affiliates will retain the right to continue using the “Invesco” name. We will further be unable to preclude IHCL from licensing or transferring the ownership of the “Invesco” name to third parties, some of whom may compete with us. Consequently, we will be unable to prevent any

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damage to goodwill that may occur as a result of the activities of IHCL or others. Furthermore, in the event that the trademark sublicense agreement is terminated, we will be required to, among other things, change our name. Any of these events could disrupt our recognition in the marketplace, damage any goodwill we may have generated and otherwise harm our business.

The termination or replacement of the Adviser could trigger a repayment event under our financing arrangements

Lenders for certain of our financing agreements have required provisions in the loan documentation that would make the termination or replacement of the Adviser an event requiring the immediate repayment of the full outstanding balance of the loan unless the Adviser is replaced with an investment manager acceptable to the lender. The termination or replacement of the Adviser could trigger repayment of outstanding amounts under the credit agreements governing the repurchase agreements or lines of credit that we may obtain in the future. If a repayment event occurs with respect to any of our financing arrangements, our results of operations and financial condition may be adversely affected.

General Risks

The past performance of the Adviser’s senior management is not a predictor of our future results

Neither the track record of the senior management of the Adviser nor the performance of the Adviser will imply or predict (directly or indirectly) any level of our future performance. Our performance is dependent upon future events and is, therefore, inherently uncertain. Past performance cannot be relied upon to predict future events due to a variety of factors, including, without limitation, varying business strategies, different local and national economic circumstances, different supply and demand characteristics, varying degrees of competition and varying circumstances pertaining to the real estate capital markets.

Possibility of future terrorist activity may have a negative effect on our business activities

The terrorist attacks of September 11, 2001, disrupted the U.S. financial and insurance markets and negatively impacted the U.S. economy in general, increasing many of the risks noted in this Registration Statement. The properties ultimately securing our loans and investments may be located in or near major metropolitan areas of the United States or near major metropolitan areas of international cities. Such properties or the areas in which they are located could be subject to future acts of terrorism. In addition to the potential direct impact of any such future act, future terrorist attacks and the anticipation of any such attacks could have an adverse impact on the U.S. and international financial and insurance markets and economy, thus harming leasing demand for and the value of the certain properties. It is not possible to predict the severity of the effect that such future events would have on the U.S. and international financial and insurance markets and economy or our investments. These events may have a negative effect on the business and performance results of the properties underlying our investments, including by raising insurance premiums and deductibles and limiting available insurance coverage.

It is possible that the economic impact of any future terrorist attacks will adversely affect the credit quality of some of our loans and investments. Some of our loans and investments will be more susceptible to the adverse effects than others, such as hotel loans, which may experience a significant reduction in occupancy rates following any future attacks. We may suffer losses because of the adverse impact of any future attacks and these losses may adversely impact investors’ returns.

Inflation risks may have an adverse impact on our returns

Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on the economies and financial markets, which may in turn affect the markets in which we invest. For

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example, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. Governmental efforts to curb inflation often have negative effects on the level of economic activity. Depending on the inflation assumptions relating to the cash flows anticipated from the assets underlying our investments, as well as the manner in which asset revenue is determined with respect to such asset, returns from assets may vary as a result of changes in the rate of inflation. There can be no assurance that inflation will not become a serious problem in the future and have an adverse impact on our returns.

Litigation outcomes may have an adverse impact on us

In the ordinary course of our business, we may be subject to litigation from time to time. The outcome of such proceedings may materially adversely affect our value and may continue without resolution for long periods of time. Any litigation may consume substantial amount of time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. The expense of defending claims against us and paying any amounts pursuant to settlements or judgments would be borne by us and would reduce net assets. The Board will be indemnified by us in connection with such litigation, subject to certain conditions.

Insurance may not cover all the risks associated with us

There can be no assurance that insurance will be available or sufficient to cover all of our risks. The insurance industry is currently in an unpredictable state, and, as a result, the actual premiums and deductibles payable by the Company may be substantially different than the Adviser’s projections of premiums and deductibles. In the future, we may acquire the real estate assets securing or related to our loans and investments and then become responsible for the costs of insurance. Losses of a catastrophic nature, such as those caused by hurricanes, flooding, volcanic eruptions and earthquakes, among other things, or losses as a result of outbreaks of pandemics or acts of terrorism, may be covered by insurance policies with limitations such as large deductibles or co-payments that we may not be able to pay. Insurance proceeds may not be adequate to restore an affected property to its condition prior to a loss or to compensate us for our losses, including lost revenues or other costs.

The Adviser may have to make investment decisions on an expedited basis

Investment analyses and decisions by the Adviser may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Adviser at the time of making an investment decision may be limited, and they may not have access to detailed information regarding the investment. Therefore, no assurance can be given that the Adviser will have knowledge of all circumstances that may adversely affect an investment. In addition, the Adviser expects to rely upon independent consultants in connection with its evaluation of proposed investments, and no assurance can be given as to the accuracy or completeness of the information provided by such independent consultants. The Board may have to undertake its duties on a similar expedited basis, which could lead to similar decision-making limitations.

If we acquire a controlling interest in a security it may be exposed to additional risk of loss

If we are required to foreclose on our security to protect our investment, we may have a controlling interest in such security. The exercise of control over an entity can impose additional risks of liability for environmental damage, failure to supervise management, violation of government regulations (including securities laws) or other types of liability in which the limited liability characteristic of business ownership may be ignored. For instance, the real properties underlying our loans and investments will be subject to U.S. federal and state environmental laws, regulations and administrative rulings which, among other things, establish standards for the treatment, storage and disposal of solid and hazardous waste. Real property owners are subject to U.S. federal and state environmental laws which impose joint and several liability on past and present owners and users of real property for hazardous substance remediation and removal costs. Therefore, we may be exposed to

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substantial risk of loss from environmental claims arising in respect of any foreclosed real properties underlying the loans and investments with undisclosed or unknown environmental problems or as to which inadequate reserves have been established.

There are additional risks associated with unspecified transactions

Stockholders will be relying on the ability of the Adviser to identify and evaluate the investments to be made by us. Because such investments may occur over a substantial period of time, we face the risks of changes in long-term interest rates and adverse changes in the real estate and financial markets.

Investments may be subject to usury limitations

Interest charged on loans we own may be subject to state and foreign usury laws imposing maximum interest rates and penalties for violation, including restitution of excess interest and unenforceability of debt.

Speculative nature of investments could result in a loss of capital

The investments to be made by the Company may be speculative in nature, and the possibility of partial or total loss of capital will exist. Stockholders should not subscribe to or invest in us unless they can readily bear the consequences of such loss.

We may not have control over our investments

In certain circumstances, we may co-invest with third parties through loan participations or partnerships, joint ventures or other entities, thereby acquiring non-controlling shares in certain investments. We may not have control over these investments and therefore may have a limited ability to protect our position therein. Such investments may involve risks not present in investments where a third party is not involved, including the possibility that the participating lender or a third party partner or co-venturer may have financial difficulties resulting in a negative impact on such investment, may have economic or business interests or goals which are inconsistent with or adverse to ours, or may be in a position to take action contrary to our investment objectives. In addition, we may in certain circumstances be liable for the actions of our third-party partners, loan participants or co-venturers.

We will not have operating control of underlying investments

The day-to-day operations of the real estate companies and properties underlying our debt investments will be the responsibility of the owners and developers of such companies and properties. There can be no assurance that the owners and developers will be able to operate the underlying companies or properties in accordance with their business plans or our expectations.

The ongoing effects of the COVID-19 pandemic on economic conditions is uncertain and may adversely affect our business

Our business has been and could in the future be adversely affected by health epidemics, such as the COVID-19 pandemic. The COVID-19 pandemic has caused and may continue to cause significant disruptions to the U.S. and global economies, may further contribute to volatility and instability in financial markets, and may have material and adverse effects on our business, results of operations and financial performance.

Our business may be adversely affected by unfavorable or changing economic, market, and political conditions

A return to a recessionary period, elevated inflation, adverse trends in employment levels, geopolitical instability or conflicts (including the hostilities between Russia and Ukraine), trade or supply chain disruptions,

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economic or other sanctions, uncertainty regarding the breach of the U.S. debt ceiling or a sustained capital market correction could have an adverse effect on our business, including on the value of our investments and collateral securing our financing, which can impact our liquidity. Any deterioration of the real estate market as a result of these conditions may cause us to experience losses related to our assets and to sell assets at a loss.

Our business may be adversely affected by the impact on the financial markets due to recent bank failures

Recent bank failures in the United States and elsewhere could have far-reaching effects on the U.S. and other financial markets, including widespread failures of financial institutions, limited availability of credit, counterparty credit risks and adverse effects on issuers of debt and equity and other assets in which we invest and other instruments to which we have exposure, as well as the broader economy. Any or all of these developments may have a material adverse effect on us; for example, fluctuations in the market prices of securities and/or interest rates may adversely affect the value of our portfolio of Credit Assets and/or increase the inherent risks associated with an investment in the Credit Assets and other investments. The ability of assets securing our Credit Assets to refinance may depend on their ability to obtain additional financing. Any deterioration of the global debt markets or the credit ratings of certain investors (including, without limitation, sovereign nations), any possible future failures of certain financial services companies or a significant rise in interest rates, taxes or market perception of counterparty default risk will likely significantly reduce investor demand for Company-level financing and similar types of liquidity for investment grade, high-yield, and senior and other types of bank debt. This, in turn, is likely to result in some potential lenders being unable or unwilling to finance new investments, to provide working capital or to provide financing for other purposes permitted under the Advisory Agreement or to be willing to provide such financing only on terms less favorable than those that had been available in the recent past. As of the date of this Registration Statement, certain U.S. banks have experienced liquidity issues related to, among other factors, rising interest rates. It is currently unknown the extent to which these events will affect the availability of financing for commercial real estate. While disruption in the capital markets could enhance our ability to originate or acquire debt investments on attractive terms, a component of our investment strategy rests on our ability to obtain financing for our investments and operations on terms accretive to our investment strategy. A lack of such financing would adversely affect our ability to achieve our investment objectives.

Sustainability risks may have a greater impact on us than that assessed by the Adviser

We may be affected by the impact of a number of sustainability factors, also referred to as environmental, social and governance (“ESG”) factors, on real estate assets securing or related to loans originated by us or other investments in which we invest (“sustainability risks”). The reach of sustainability themes may be broad and this subsection is therefore not an exhaustive list of all risks related to ESG factors which could have a negative impact (whether or not material) on the value of an underlying or related real estate asset and therefore adversely impact our returns.

The real estate assets securing or related to our loans and investments may be negatively affected by the exposure to environmental conditions such as droughts, famines, floods, storms and other climate change and environmental-related events; although a number of these risks may be insurable, it is not guaranteed that the insurance coverage may in all cases be adequate and losses connected to these events may be material. In addition, the actions taken on the real estate assets securing or related to our loans to improve such real estate asset’s sustainability profile, such as energy efficiency, clean energy production and consumption, waste reduction and water treatment typically impose significant short-term costs. Similarly, social initiatives and the adherence to high governance standards, for example in the areas of transparency, corporate governance, management of conflicts of interest and fair remuneration principles may require material investments and effort where economic returns may be uncertain. Any decrease in value or significant costs and investments affecting the assets securing or related to loans originated by us or in which we invest may result in a borrower’s default or inability to pay amounts due on a loan, which would, in turn, adversely impact our returns.

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Prospective investors should consider the adverse impacts that our investments may have on sustainability themes: the failure to support assets which provide a positive contribution to the sustainability factors or to support the generation of a negative impact may result in a number of negative fallouts ranging from reputational damages and, in some circumstances, fines and direct economic consequences from ESG related regulatory requirements that range from energy performance standards to mandatory disclosure.

We may also be negatively impacted (e.g., from a reputational point of view) if we do business with parties who fail to meet key ESG targets or make misleading statements with respect to ESG related objectives. In the event a counter-party of ours, or the real estate securing an investment of ours, uses manipulation or misinformation to bolster its ESG claims, we could be negatively impacted through no fault of our own.

Stockholders may differ in their views of whether or how ESG matters should be addressed and, as a result, we may invest in investments or manage our investments in a manner that does not reflect the beliefs and values of any particular investor. In considering investment opportunities and making ongoing decisions with respect to our investments, including decisions relating to follow-on investments, the Adviser may consider certain ESG factors. We may forego particular investments that do not meet certain ESG criteria or present material ESG risk that we may otherwise have made if we were seeking to make investments solely on the basis of financial returns. Further, it is possible that our investments are unable to obtain or realize the intended ESG outcomes.

Climate change and regulations intended to control its impact may affect the value of the real estate assets securing or related to loans we originated or in which we invest. We and the Adviser cannot predict the long-term impacts on real estate assets from climate change or related regulations. Laws enacted to mitigate climate change could increase energy costs, could make some buildings of property owners obsolete or cause such owners to make material investments in their properties to meet carbon or energy performance standards, which could materially and adversely affect the value of older properties underlying or relating to our investments. Climate change may also have indirect effects on property owners by increasing the cost of (or making unavailable) property insurance. Moreover, compliance with new laws or regulations related to climate change, including compliance with “green” building codes or tenant preferences for “green” buildings, may cause property owners to incur additional costs when renovating older properties. Any decrease in value or significant costs and investments affecting the assets securing or related to loans originated by us or in which we invest may result in a borrower’s default or inability to pay amounts due on a loan, which would, in turn, adversely impact our returns. There can be no assurance that climate change will not have a material adverse effect on our assets, operations or business.

There can be no guarantee that the actual impact of the sustainability factors on our returns will not be materially greater than the impact assessed or expected by the Adviser.

There are risks relating to admission of ERISA investors to us

The Adviser intends to conduct our operations so that our assets will not be deemed to constitute “plan assets” of Benefit Plan Investors. If, however, we were deemed to hold “plan assets” of Benefit Plan Investors, (i) if any such Benefit Plan Investors are subject to ERISA, ERISA’s fiduciary standards would apply to us and might materially affect our operations, and (ii) any transaction with us could be deemed a transaction with each Benefit Plan Investor and may cause transactions into which we might enter in the ordinary course of business to constitute prohibited transactions under ERISA and/or Section 4975 of the Code. In order to avoid having our assets treated as “plan assets,” the Adviser may seek to manage our assets and activities so as to qualify as an “operating company,” and that may adversely affect our operations. For example, the Adviser may decide not to make an otherwise favorable investment because it would not count as a qualifying investment for purposes of the operating company requirements, or the Adviser may decide to liquidate a given investment at an otherwise disadvantageous time based on these requirements. As an alternative means of avoiding our assets being treated as “plan assets,” the Adviser may seek another exception to holding “plan assets”. For example, the Adviser may restrict the acquisition, redemption and transfer of Shares to ensure that the ownership interest of Benefit Plan

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Investors does not become “significant” with respect to any Class of our equity interests (and such restrictions could delay or preclude an investor’s ability to redeem or transfer its Shares), in addition to causing our early termination.

There is very little authority regarding the application of ERISA and the regulations issued thereunder to entities such as ourselves, and there can be no assurance that the U.S. Department of Labor or the courts would not take a position or promulgate additional rules or regulations that could significantly impact the “plan asset” status of the Company.

Failure to properly comply with securities law and Investment Company Act may have a material adverse effect on us

We offered Shares in a private offering and expect to continue offering Shares in private offerings exempt from registration under the Securities Act. Should Shares be offered outside of the private offering exemption under the Securities Act, we could experience adverse consequences. In addition, we are not registered and do not intend to register as an investment company under the Investment Company Act. Accordingly, we do not expect to be subject to the restrictive provisions of the Investment Company Act. If we were to become subject to the Investment Company Act because of a change of law or otherwise, the various restrictions imposed by the Investment Company Act (including a substantial reduction in our ability to use leverage) and the substantial costs and burdens of compliance therewith could adversely affect our operating results and financial performance, and we may be unable to conduct our business as described herein. Moreover, parties to a contract with an entity that has improperly failed to register as an investment company under the Investment Company Act may be entitled to cancel or otherwise void their contracts with the unregistered entity. Any such failure to qualify for such exemption could have a material adverse effect on us.

Failure to identify and exclude bad actors could disqualify us from relying on certain rules on which we rely

We are offering Common Shares, and may offer Common Shares in the future, in one or more private offerings, not registered under the Securities Act, or any other securities laws, including state securities or blue sky laws. The Shares were offered in reliance upon the exemption from registration thereunder provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. If certain persons and entities involved with the offering of the Shares, including any stockholder holding (20%) or more of a fund’s outstanding voting equity securities, are or have been subject to certain criminal convictions, SEC disciplinary orders, court injunctions or similar adverse events (collectively, “bad act determinations”), then in certain instances we may be disqualified from relying upon Rule 506. There is no assurance that efforts to exercise reasonable care to identify and exclude bad actors from participating in the offering will be deemed to be sufficient to comply with these requirements. If we were disqualified from relying upon the exemption from registration provided in Rule 506, there may not be another exemption from registration available under the Securities Act and, consequently, we may not have an exemption from registration under any state securities or blue sky laws. If these exemptions from registration were unavailable, then we may be subject to, and incur significant costs related to, enforcement actions and rescission rights may be available to the stockholders, which if exercised, may require us to liquidate assets earlier and on less advantageous terms than were anticipated at underwriting and/or may cause us to have a more limited amount of capital available for investment, impairing our ability to assemble, manage, retain and harvest a complete and balanced portfolio.

If we were required to register as an investment company, we would be subject to substantial regulation and a failure to comply would have a material adverse effect on us

As noted above, we intend to conduct our operations so that neither we nor any of our subsidiaries (including the Operating Partnership) is an investment company under the Investment Company Act. However, there can be no assurance that we or our subsidiaries will be able to avoid operating as an investment company.

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A change in the value of any of our assets could negatively affect our ability to avoid operating as an investment company or to comply with any exception from the definition of investment company under the Investment Company Act. To avoid operating as an investment company, or to comply with the applicable exception from the definition of investment company under the Investment Company Act, we may be unable to sell assets we would otherwise want to sell and may need to sell assets we would otherwise wish to retain. In addition, we may have to acquire additional assets that we might not otherwise have acquired or may have to forego opportunities to acquire assets that we would otherwise want to acquire and would be important to our investment strategies.

If we were required to register as an investment company, we would become subject to substantial regulation with respect to our capital structure (including our ability to use borrowings), management, operations, transactions with affiliated persons (as defined in the Investment Company Act), and portfolio composition, including disclosure requirements and restrictions with respect to diversification and industry concentration, and other matters. Compliance with the Investment Company Act would, accordingly, limit our ability to originate loans or make certain investments and require us to significantly restructure our business plan, which could materially adversely affect our NAV and our ability to pay distributions to our stockholders. If we were required to register as an investment company but failed to do so, we would be prohibited from engaging in our business and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required enforcement, and a court could impose a receiver to take control of and liquidate our company.

Moreover, even if we were to avoid operating as an investment company, the similarity of our investment program to other investment funds sponsored, managed or advised by the Adviser could result in additional compliance requirements, costs or obligations to us, the Adviser or the Adviser’s affiliates.

Failure to obtain and maintain an exemption from being regulated as a commodity pool operator could subject us to additional regulation and compliance requirements that could materially adversely affect our business, results of operations and financial condition

Registration with the U.S. Commodity Futures Trading Commission (the “CFTC”) as a “commodity pool operator” or any change in our operations necessary to maintain our ability to rely upon an applicable exemption from being regulated as a commodity pool operator could adversely affect our ability to implement our investment program, conduct our operations or achieve our objectives and subject us to certain additional costs, expenses and administrative burdens. Furthermore, any determination by us to cease or to limit investing in interests that may be treated as “commodity interests” to comply with the regulations of the CFTC may have a material adverse effect on our ability to implement our investment objectives and to hedge risks associated with our operations.

Political changes may affect the real estate-related securities markets

The current regulatory environment in the United States may be impacted by future legislative developments.

The outcome of elections creates uncertainty with respect to legal, tax and regulatory regimes in which we and our investments, as well as the Adviser and its affiliates, will operate. Any significant changes in, among other things, economic policy (including with respect to interest rates and foreign trade), the regulation of the investment management industry, tax law, immigration policy or government entitlement programs could have a material adverse impact on us and our investments.

Risks Related to Conflicts of Interest

Certain conflicts of interest are discussed below. Our stockholders should be aware that there will be occasions when the Adviser and its affiliates will encounter conflicts of interest in connection with their

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relationship to us. The below discussion enumerates certain conflicts of interest. There can be no assurance that Invesco, the Adviser and its affiliates will resolve all conflicts of interest in a manner that is favorable to us and our stockholders.

Various potential and actual conflicts of interest will arise, and these conflicts may not be identified or resolved in a manner favorable to us

Various potential and actual conflicts of interest will arise as a result of our overall investment activities and the overall investment activities of Invesco, the Dealer Manager, the Adviser and their affiliates. Invesco may in the future engage in further activities that may result in additional conflicts of interest not addressed below. If any matter arises that we and our affiliates (including the Adviser) determine in our good faith judgment constitutes an actual conflict of interest, we and our affiliates (including the Adviser) may take such action as we determine in good faith may be necessary or appropriate to ameliorate the conflict. Transactions between us and Invesco or its affiliates will require approval by the Board, including a majority of our independent directors. There can be no assurance that the Board or Invesco will identify or resolve all conflicts of interest in a manner that is favorable to us.

Certain principals and employees may be involved in and have a greater financial interest in the performance of Other Invesco Accounts, and such activities may create conflicts of interest in making investment decisions on our behalf

Certain of the principals and employees of the Adviser or the Dealer Manager may be subject to a variety of conflicts of interest relating to their responsibilities to us and the management of our business and the distribution of Shares in any offering of Shares. Such individuals may serve in an advisory capacity to Other Invesco Accounts or other investment vehicles, as members of an investment or advisory committee or a board of directors (or similar such capacity) for one or more investment funds, corporations, foundations or other organizations, and may participate in the distribution of the securities of other issuers, including those that have investment objectives similar to ours. Such positions may create a conflict between the services and advice provided to such entities and the responsibilities owed to us. The Other Invesco Accounts or other investment funds in which such individuals may become involved may have investment objectives that overlap with ours. Furthermore, certain principals and employees of the Adviser or the Dealer Manager may have a greater financial interest in the performance of such other funds or accounts than our performance.

We may co-invest with Invesco affiliates and such investments are at times in different parts of the capital structure of an issuer and involve conflicts of interest

We may co-invest, through loan participations, or otherwise, with Other Invesco Accounts in Credit Assets that are suitable for both us and such Other Invesco Accounts. We or the Other Invesco Accounts make and hold investments at different levels of an issuer’s capital structure, which includes us making investments directly or indirectly relating to portfolio entities of Other Invesco Accounts and vice versa. To the extent we hold interests or loans that are different (including with respect to their relative seniority) than those held by such Other Invesco Accounts, the Adviser and its affiliates will be presented with conflicts of interest. Other Invesco Accounts may also participate from time to time in a separate tranche of a financing with respect to an issuer/borrower in which we have an interest creating potentially conflicting loyalties between the Adviser’s duties to us and to other affiliates. In that regard, actions may be taken for the Other Invesco Accounts that are adverse to us. Furthermore, we may participate in investments related to the financing or refinancing of loan investments or portfolios held or proposed to be acquired by certain Other Invesco Accounts. While our participation in connection with any such investments and transactions are expected to be negotiated by third parties on market prices, such investments and transactions will give rise to potential or actual conflicts of interest.

There can be no assurance that any conflict will be resolved in our favor. Conflicts can also be expected to arise in determining the amount of an investment, if any, to be allocated among potential investors and the

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respective terms thereof. There can be no assurance that the return on our investment will be equivalent to or better than the returns obtained by the other affiliates participating in the transaction. In addition, it is anticipated that in a bankruptcy proceeding our interest will likely be subordinated or otherwise adversely affected by virtue of such Other Invesco Accounts’ involvement and actions relating to such investment. For example, in circumstances where we hold a junior mezzanine interest in a Credit Asset, holders of more senior classes of debt issued by such entity (which may include Other Invesco Accounts) may take actions for their benefit (particularly in circumstances where such issuer faces financial difficulty or distress) that further subordinate or adversely impact the value of our investment in such issuer.

In connection with negotiating loans, bank or securitization financings in respect of our assets or originations, Invesco will generally obtain the right to participate on its own behalf (or on behalf of vehicles it manages) in a portion of the financings with respect to such Invesco-sponsored transactions (including transactions where the underlying collateral includes property owned by Other Invesco Accounts) upon a set of terms already negotiated and agreed of third parties. We do not believe that this arrangement has an effect on the overall terms and conditions negotiated with the arrangers of such senior loans other than as described in the preceding sentence. If we make or have an investment in a property in which an Other Invesco Account has a mezzanine or other debt investment, or vice versa, Invesco may have conflicting loyalties between its duties to us and to other affiliates. Such investments may inherently give rise to conflicts of interest or perceived conflicts of interest between or among the various classes of securities that may be held by such entities. Because of the affiliation with Invesco, the Adviser may have a greater incentive to invest in Invesco-sponsored financings (as compared to real estate-related financings sponsored by other real estate firms or financial sponsors).

The Adviser may face conflicts of interests in choosing our service providers and certain service providers may provide services to the Dealer Manager, the Adviser or Invesco on more favorable terms than those payable by us

Certain advisors and other service providers or their affiliates (including accountants, administrators, lenders, bankers, brokers, attorneys, consultants, title agents, property managers and investment or commercial banking firms) that provide goods or services to us, Invesco or certain entities in which we have an investment may also provide goods or services to or have business, personal, financial or other relationships with Invesco and its other businesses. Such advisors and service providers referred to above may be investors in us, affiliates of the Dealer Manager or the Adviser, sources of financing and investment opportunities or co-investors or commercial counterparties or entities in which Invesco or Other Invesco Accounts have an investment, and payments by us may indirectly benefit Invesco or such Other Invesco Accounts. In addition, certain employees of Invesco may have family members or relatives employed by such advisors and service providers. The Adviser or its affiliates may also provide administrative and other services to us. These relationships may influence us, Invesco or the Adviser in deciding whether to select or recommend such a service provider to perform services for us or a portfolio property (the cost of which will generally be borne directly or indirectly by us or such portfolio property, as applicable).

Notwithstanding the foregoing, transactions relating to us that require the use of a service provider will generally be allocated to service providers on the basis of best execution, the evaluation of which includes, among other considerations, such service provider’s provision of certain investment-related services and research that the Adviser believes to be of benefit to us. Advisers and service providers, or their affiliates, often charge different rates or have different arrangements for different types of services. With respect to service providers, for example, the fee for a given type of work may vary depending on the complexity of the matter as well as the expertise required and demands placed on the service provider. Therefore, to the extent the types of services used by us are different from those used by Invesco, the Adviser or its affiliates may pay different amounts or rates than those paid by us.

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Invesco, the Adviser and their affiliates engage in a broad range of activities and such activities may conflict with our interests

Invesco, the Adviser and their affiliates engage in a broad spectrum of activities, including a range of activities relating to investments in the real estate industry, and have invested or committed billions of dollars in capital through various investment funds, managed accounts and other vehicles affiliated with Invesco. In the ordinary course of their business activities, Invesco, the Adviser and their affiliates may engage in activities where the interests of certain divisions of Invesco and its affiliates, including the Adviser, or the interests of their clients, may conflict with our interests and those of our stockholders. Certain of these divisions and entities affiliated with the Adviser and its affiliates have or may have investment objectives or guidelines similar to our investment guidelines and therefore may compete with us. In particular, Invesco Real Estate invests in a broad range of real estate-related debt investments on behalf of numerous investment funds, managed accounts and other vehicles. If any matter arises that the Adviser and its affiliates determine in their good faith judgment constitutes an actual conflict of interest, the Adviser and its affiliates may take such action as they determine in good faith may be necessary or appropriate to ameliorate the conflict. Transactions between us and Invesco or its affiliates will require approval by the Board, including a majority of independent directors. There can be no assurance that the Board or Invesco will identify or resolve all conflicts of interest in a manner that is favorable to us and our stockholders.

Conflicts of interest may arise for the Adviser and its affiliates with respect to its clients on the one hand, and us on the other hand

The Adviser and its affiliates have existing and potential relationships with a significant number of corporations, institutions and individuals. In providing services to its clients and us, the Adviser may face conflicts of interest with respect to activities recommended to or performed for such clients, on the one hand, and us, the stockholders or the entities in which we invest, on the other hand. The Adviser and its affiliates also will face conflicts of interest in connection with any purchase or sale transactions involving (1) us or our subsidiaries and (2) a client of the Adviser or an entity that has a financial or other interest in Invesco Ltd., the parent company of the Adviser, or in any of its affiliates (each, an “Interested Party”), including with respect to the consideration offered by or to, and the obligations of, such client or Interested Party. In addition, other clients of the Adviser may own equity interests in real estate and real estate related assets, interests in loans with real estate assets as the underlying collateral or other interests in real estate and real estate related assets. In determining whether to pursue a particular transaction on our behalf, these relationships could be considered by the Adviser, and there may be certain potential transactions that will not be pursued on behalf of us in view of such relationships. As a result, there can be no assurance that all potentially suitable investment opportunities that come to the attention of the Adviser will be made available to us. In addition, we may co-invest with Interested Parties and clients of the Adviser in particular investment opportunities, and the relationship of the Adviser and its affiliates with such clients or such Interested Party(ies) may influence the decisions made by the Adviser with respect to such investments.

We also may make a loan to a borrower in connection with the acquisition, refinancing or redemption by such borrower or other party of a property (including, without limitation, direct and/or indirect equity, preferred equity and/or other interests in a property) from or of a client, an Interested Party or an affiliate or former affiliate of the Adviser or to a borrower which is affiliated with current, former or prospective partners, clients or Interested Parties (including, without limitation, members of the Board, stockholders and/or their affiliates), vendors or other counterparties of affiliates of the Adviser, or to a borrower that is an Interested Party. In addition, we (or a subsidiary of ours) may incur indebtedness from lenders that are affiliated with current, former or prospective stockholders and/or their affiliates, vendors or other counterparties of affiliates of the Adviser, or from lenders that are Interested Parties. The Adviser and/or its affiliates, including any director affiliated with the Adviser, may have an incentive to seek, refer or recommend such loans or indebtedness to us, to cause us to make such loans, to cause us to incur such indebtedness or to agree on terms with respect to such loans or indebtedness that are not as favorable as might be obtained with respect to other loans or indebtedness as a result

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of such relationships. Further, the Adviser and any director affiliated with the Adviser will have conflicts of interest in deciding how to make decisions with respect to such loans and indebtedness (including with respect to decisions as to whether or not to refinance such loan or repay such indebtedness). We may also seek to refinance our loan portfolio by securitizing such loans and other credit instruments, for ultimate sale to others including Interested Parties. Use of such financing tactics could create potential conflicts of interest (see the Section entitled “Strategy Overview” and the risk entitled “We will invest in whole loans, and may securitize such whole loans and retain only a portion of the resulting interests” for additional detail).

Invesco’s policies and procedures may prevent it from pursuing certain investment opportunities that would be attractive to us

Specified policies and procedures implemented by Invesco and its affiliates, including the Adviser, which seek to mitigate potential conflicts of interest and address certain regulatory requirements and contractual restrictions may reduce Invesco’s, the Adviser’s and their affiliates’ ability to pursue attractive origination, financing and investment opportunities (including investment opportunities of ours). Because Invesco has many different businesses, it is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and more legal and contractual restrictions than that to which it would otherwise be subject if it had just one line of business. For example, Invesco may come into possession of material non-public information with respect to companies that are Invesco’s and its affiliates’ advisory clients in which the Adviser may be considering making an investment. As a consequence, that information, which could be of benefit to the Adviser, and therefore us, might become restricted to those other businesses and otherwise be unavailable to the Adviser, and could also restrict the Adviser’s activities. Additionally, the terms of confidentiality or other agreements with or related to companies in which any investment vehicle of Invesco has or has considered making an investment or which is otherwise an advisory client of Invesco and its affiliates may restrict or otherwise limit the ability of Invesco or its affiliates, including the Adviser, to engage in businesses or activities competitive with such companies.

Minority investments of Other Invesco Accounts in transactions with which we also engage may result in conflicts which may not be resolved in our favor

Certain Other Invesco Accounts may also make minority investments in third-party investment managers or their investment vehicles with which we may engage in various transactions from time to time, including purchases or loan repayments or borrowing or lending transactions. Although these third-party investees may not be deemed to be affiliates of Invesco due to the limited voting rights or other terms of the investments made by such Other Invesco Accounts, such Other Invesco Accounts would have an indirect economic interest in any transactions between us and such third-party investees. Our stockholders will not share in any of the economic interest of such Other Invesco Accounts in such transactions. There can be no assurance that any conflict will be resolved in our and our stockholders’ favor and Invesco may be required to take action where it will have conflicting loyalties between its duties to us and to Other Invesco Accounts, which may adversely impact us and our stockholders.

Investment professionals employed by the Adviser or its affiliates may pursue different strategies for different investment vehicles

At times, the investment professionals employed by the Adviser or its affiliates and other investment vehicles affiliated with the Adviser or Invesco may determine that an investment opportunity may be appropriate for only some of the accounts, clients, entities, funds or investment vehicles for which he or she exercises investment responsibility, or may decide that certain of the accounts, clients, entities, funds or investment vehicles should take differing positions with respect to a particular security. In these cases, the investment professionals may place separate transactions for one or more accounts, clients, entities, funds or investment vehicles which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other accounts, clients, entities, funds or investment vehicles. For example,

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an investment professional may determine that it would be in the interest of another account to sell a security that we hold long, potentially resulting in a decrease in the market value of the security held by us.

There may be variations in the financial and other benefits among us and other vehicles managed by the Adviser or its affiliates

A conflict of interest arises where the financial or other benefits available to the Adviser or its affiliates differ among the accounts, clients, entities, funds or investment vehicles that it manages. If the amount or structure of the management fee or the Adviser’s or its affiliates’ compensation differs among accounts, clients, entities, funds or investment vehicles (such as where certain funds or accounts pay higher base management fees, incentive fees, performance-based management fees or other fees), the Adviser might be motivated to help certain accounts, clients, entities, funds or investment vehicles over others. Similarly, the desire to maintain assets under management or to enhance the Adviser’s performance record or to derive other rewards, financial or otherwise, could influence the Adviser or its affiliates in affording preferential treatment to those accounts, clients, entities, funds or investment vehicles that could most significantly benefit the Adviser or its affiliates. The Adviser may, for example, have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor such accounts, clients, entities, funds or investment vehicles. Additionally, the Adviser or its affiliates might be motivated to favor accounts, clients, entities, funds or investment vehicles in which it has an ownership interest or in which Invesco or its affiliates have ownership interests. Conversely, if an investment professional at the Adviser or its affiliates does not personally hold an investment in the fund but holds investments in other Invesco affiliated vehicles, such investment professional’s conflicts of interest with respect to us may be more acute.

Our investment activities may be affected by Invesco’s advisory and other relationships

Invesco will be under no obligation to decline any engagements or investments to make an investment opportunity available to us. In connection with its investment advisory and other businesses, Invesco may come into possession of information that limits its ability to engage in potential transactions. Our activities may be constrained because of the inability of Invesco personnel to use such information. For example, employees of Invesco not serving as employees of the Adviser or its affiliates may be prohibited by law or contract from sharing information with Invesco Real Estate. We may be forced to sell or hold existing investments as a result of investment advisory or other relationships that Invesco may have or transactions or investments Invesco and its affiliates may make or have made. Additionally, there may be circumstances in which one or more individuals associated with Invesco will be precluded from providing services to the Adviser because of certain confidential information available to those individuals or to other parts of Invesco.

The Adviser may make certain Company investments available for co-investment to its affiliates or other third parties

If the Adviser determines that a co-investment or co-origination partner makes sense for a particular Company loan or investment, the Adviser may, but will not be obligated to, make such investment opportunity available to affiliates of the Adviser, Interested Parties, or to third parties, including other clients of the Adviser and its affiliates, third-party sponsors and other investors. If a potential co-investment opportunity allocated to a particular rotation log (as described in more detail in the risk factor entitled “Investment opportunities will be allocated between us and Other Invesco Accounts” below) may be suitable for one or more clients advised or managed by the Adviser or one of its affiliates on such log, the allocation will be made following the same allocation and rotation process discussed in the risk factor entitled “Investment opportunities will be allocated between us and Other Invesco Accounts” below, and factors such as commitment size, timing of subscription, market terms, transaction fees and the ability of the Adviser’s or its affiliates’ clients to execute will be considered.

When structuring a co-investment with us, we may co-invest through partnerships, joint ventures or other entities with third parties that may have economic or business interests or objectives that are different than or

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conflict with those of ours. Such co-investments may involve risks in connection with such third-party involvement, including the possibility that a third party co-investor may have financial difficulties, resulting in a negative impact on the portfolio investment or the failure by such third party co-investor to pay amounts that may be owed to us, and any such third party co-investor may have economic or business interests or objectives that are different than or conflict with those of ours or may be in a position to take (or block) actions contrary to our investment objectives. The management of such investments in certain instances may not be fully or even partially controlled by the Adviser. In addition, we may in certain circumstances be liable for actions of our third-party co-venturers or partners.

A co-investor may or may not pay fees or performance compensation to the Adviser or its affiliates in respect of such investments. Costs associated with co-investments between us and one or more clients of the Adviser or its affiliates (including “dead deal” costs) generally will be allocated proportionately, unless an executed agreement between the parties’ states otherwise. Costs with respect to co-investments between us and one or more third parties may also be shared proportionately if so agreed upon by the parties in definitive and binding documentation with respect to the investment opportunity. Accordingly, we may be required to bear all of the fees, costs and expenses relating to co-investments (whether or not such co-investment is consummated). Co-investors also may be required to bear their pro rata share of any guarantees provided by us with respect to any investment; provided, however, that any such obligation may be structured so that we provide such guarantees with respect to the entire investment and the co-investors’ agree to reimburse us for their pro rata share of liabilities incurred under such guarantees.

If we enter into a co-investment with (1) a client of the Adviser or its affiliates, (2) an affiliate of the Adviser, including any director affiliated with the Adviser or (3) an Interested Party, such transaction would lead to additional conflicts of interest. The terms of such co-investment may not be negotiated on an arm’s length basis and could favor one investor over the other due to facts and circumstances not currently contemplated by the Adviser, including a change in circumstances arising due to events that are outside of the control of the Adviser or us. Such co-investment opportunities will require approval by the Board, including a majority of independent directors. There can be no assurance that the Adviser or the Board will identify or resolve all conflicts of interest in a manner that is favorable to us and our stockholders.

Investment opportunities will be allocated between us and Other Invesco Accounts

The Adviser and its affiliates advise and manage, and in the future will continue to advise and manage Other Invesco Accounts having investment guidelines substantially the same in whole or in part as those of ours. In the event Invesco Real Estate identifies potential investment opportunities that also might be suitable for one or more Other Invesco Accounts, Invesco Real Estate will allocate such investment opportunities in what the Adviser believes is a fair and equitable manner over time, such decisions made at the Adviser’s discretion, in accordance with its policies and procedures.

As discussed in the section entitled “Business—Related Invesco Accounts,” the Adviser has implemented a policy whereby U.S. opportunities are rotated on various logs depending on the nature of the opportunity. These specific rotational logs and their related policies were designed to create a methodology for allocating investment opportunities that is fair and equitable to Invesco Real Estate’s clients over time, while balancing the needs of such clients to complete transactions on a cost-effective and timely basis. Invesco Real Estate clients seeking a co-investment on an opportunity may use their position on a particular rotation log for a transaction as long as they can meet the timing and other relevant conditions for such transaction. In determining a co-investment partner among other Invesco Real Estate clients, if applicable, the rotation log policies and procedures will apply.

We and other Credit-Focused Accounts will retain priority on the Adviser’s debt log for U.S. opportunities. Such U.S. opportunities will be rotated among the Credit-Focused Accounts where the client receiving the opportunity is rotated below the other Credit-Focused Accounts when an opportunity is secured. We, or other Credit-Focused Accounts may waive an opportunity if warranted based on a variety of factors described earlier.

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Follow-on transactions with the same borrower for the same collateral or new loans cross-collateralized with one or more existing loans made by one of the Adviser’s clients on the debt log will first be offered to such client and, if so awarded, not necessitate rotation to the bottom of the log for the client’s relative position thereon. Non-U.S. opportunities will be governed by policies and procedures of the Adviser’s affiliates. The fact that Invesco Real Estate has other clients could, among other adverse consequences, affect the availability of investments or obligations to us, including for non-U.S. opportunities. In addition, the fact that the Adviser operates other investment centers (in addition to Invesco Real Estate) could also affect the availability of, and opportunity to secure investments for, us. In particular, the different investment teams who operate the Adviser’s different investment centers pursue investment opportunities independently. As a result, Invesco Real Estate and one or more other investment centers may pursue the same or similar investment opportunities and, in some instances, compete against one another for opportunities that are also appropriate for Invesco Real Estate clients, including us. Accordingly, Invesco Real Estate may not always be successful in securing certain investments within our investment objectives and strategies. Over time, other investment centers of the Adviser may have access to, and source, investment opportunities that are more profitable to its clients than Invesco Real Estate has access to or can source for its clients, including us. The Board (including the independent directors) will monitor and review that the allocation methodology described above is applied fairly to us and our stockholders.

Invesco, the Adviser and their affiliates currently sponsor, manage and advise additional investment vehicles formed to permit certain investors to invest in us or in multiple Invesco-sponsored products (each, a “Client Investment Vehicle”) and may sponsor, manage or advise additional Client Investment Vehicles in the future. Each Client Investment Vehicle may invest in one or more commingled funds or other products managed or advised by the Adviser or its affiliates, including us. For Client Investment Vehicles that invest in multiple Invesco-sponsored products, the Adviser and its affiliates face conflicts of interest in allocating the capital of such Client Investment Vehicle among the various Invesco-sponsored products, including conflicts arising from differences in the net compensation to the Adviser and its affiliates from different products and conflicts arising from the investment or liquidity considerations of a Client Investment Vehicle and its participants. Investment decisions for such Client Investment Vehicles generally will be made within the parameters of the investment guidelines established for the particular Client Investment Vehicle, which will establish target investment allocations among the Invesco-sponsored products within its investment strategies. In addition, each Client Investment Vehicle is expected to have a single advisory fee (and, if applicable, a single performance fee) payable by the client or its participants regardless of the Invesco-sponsored products in which it invests. Nonetheless, conflicts relating to target allocations, and the timing of acquisitions and dispositions of shares in Invesco-sponsored products will exist.

Acquisitions or dispositions of investments could result in a conflict for the Adviser with respect to payments of certain fees

A conflict could also arise in connection with loan originations or the acquisition or disposition of credit instruments or the financing or refinancing of any particular credit instrument or loan, as it may be beneficial for the Adviser to delay or accelerate our acquisition, disposition, financing or refinancing to delay, accelerate or extend payment of the Management Fees or Performance Fees to the Adviser. To the extent that any of the transactions described above are effected, they will be subject to restrictions, including the Adviser’s policies and procedures relating to such transactions and requirements under applicable law.

Investments in Affiliated Funds could result in additional fees to the Adviser

Our investments in real estate-related securities may include investments in Affiliated Funds. The Adviser and its affiliates that manage, advise or are otherwise affiliated with the Affiliated Funds face potential conflicts of interest with respect to our investments in the Affiliated Funds, as such investments could earn the Adviser additional fees. Any investments we makes in the Affiliated Funds will be conducted in accordance with, and subject to, the terms and conditions of the Advisory Agreement and any investment guidelines or other governance policies adopted by the Board, which requires its approval, including a majority of independent

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directors. The value of any investments in Affiliated Funds will be excluded from our NAV for purposes of calculating the Management Fee we pay to the Adviser. We expect to bear or pay management fees, performance fees and/or transaction fees to affiliates of the Adviser as well as operating expenses as a result of any investment in an Affiliated Fund.

Conflicts may arise for the Adviser with respect to transactions with Adviser affiliates and other Invesco-related parties

An affiliate of the Adviser (the “seed investor”) has committed to purchase an aggregate of $300 million in Common Shares. We have obtained financing and have pledged this commitment in order to commence our operations including the origination and acquisition of loans and making real estate related investments. The financing was secured by the seed investor’s commitment to acquire Shares, and our right to call such commitment was further pledged to the lender providing the financing. Costs related to such financing will be an operating expense of ours which in turn may affect our operations including our ability to make distributions or satisfy repurchase requests from stockholders.

We may also engage in transactions with clients, affiliates, former affiliates of the Adviser and Interested Parties. The Adviser and its affiliates may also provide services to us as described in this Registration Statement; provided that the compensation and other terms and conditions under which services are provided are embodied in a written contract and the compensation does not exceed the amount that would be payable by us if such services were provided by third parties on an arm’s-length basis. Subject to applicable law, we also may invest in or divest entities or investments in which the Adviser, its clients or its affiliates or Interested Parties hold a material (or lesser) interest, in each case on terms and conditions that a majority of the Board (including a majority of independent directors) not otherwise interested in the transaction determines are fair and reasonable to us and no less favorable to us than those available from unaffiliated third parties. Such investments (including co-investments) may result in conflicts of interest including, without limitation, with respect to voting and exit rights, funding defaults or other breach by us or our affiliate under the terms of the agreement governing such joint investment.

If the Adviser or an affiliate of the Adviser provides services to us that would otherwise be performed for us by third parties or the Adviser seeks reimbursement for services provided by the Adviser or other Invesco employees, we will reimburse the Adviser’s internal costs and related overhead expenses allocable to such services; provided that reimbursements for such services will not exceed prevailing market rates (for the avoidance of doubt, the Adviser is not seeking, or agreeing to waive, reimbursement for one or more of such services rendered during any period, and we will not prevent Adviser from seeking reimbursement for such services rendered during any future period). We expect to reimburse the Adviser for accounting and legal services provided by the Adviser’s relevant personnel. This reimbursement amount is based on an estimate of time spent on services provided to us.

We also expect to reimburse the Adviser for other services in the future (including with respect to audit, accounting and legal services).

The Adviser faces certain conflicts of interest in connection with our existing and future reimbursement for services provided by Invesco, the Adviser or its affiliates, as described above.

Access to material, non-public information may restrict the Adviser from conducting certain beneficial transactions on our behalf

We, either directly or through our relationship with Invesco, the Adviser or certain of their respective affiliates, may come into possession of material non-public information with respect to an issuer in which we have invested or may invest. Should this occur, the Adviser may be restricted from buying or selling securities, derivatives or loans of the issuer on our behalf until such time as the information becomes public or is no longer

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deemed material. Disclosure of such information to the personnel (including Adviser personnel) responsible for management of our business may be on a need-to-know basis only, and the Adviser may not be free to act upon any such information on our behalf. Therefore, we or the Adviser may not have access to material non-public information in the possession of Invesco or its affiliates which might be relevant to an investment decision to be made by the Adviser on our behalf, and the Adviser may initiate a transaction or purchase or sell an investment which, if such information had been known to it, may not have been undertaken. Due to these restrictions, the Adviser may not be able to initiate a transaction on our behalf that it otherwise might have initiated and may not be able to acquire, purchase or sell an investment that it otherwise might have purchased or sold, which could negatively affect our operations.

Possible future activities of the Adviser and its affiliates beyond the current range of services provided may give rise to further conflicts of interest

The Adviser and its affiliates may expand the range of services that they provide over time. Except as and to the extent expressly provided in the Advisory Agreement, the Adviser and its affiliates will not be restricted in the scope of its business or in the performance of any such services (whether now offered or undertaken in the future) even if such activities could give rise to conflicts of interest, and whether or not such conflicts are described herein. The Adviser, Invesco and their affiliates continue to develop relationships with a significant number of companies, financial sponsors and their senior managers, including relationships with clients who may hold or may have held investments similar to those intended to be made by us. These clients may themselves represent appropriate investment opportunities for us or may compete with us for investment opportunities.

Our management team may face conflicts in allocating time and resources between various projects

Our management team devotes such time as they deem necessary to conduct our business affairs in an appropriate manner. However, a core group devote such time as is reasonably necessary to our activities and also to the activities of numerous other investment vehicles of the Adviser and any successor funds thereto (and their respective investments) and their related entities (which may include separate accounts, dedicated managed accounts or investment funds formed for specific geographical areas or investments). Consequently, conflicts are expected to arise in the allocation of personnel, and we may not receive the level of support and assistance that we otherwise might receive if we were internally managed. The Adviser and its affiliates are not restricted from entering into other investment advisory relationships or from engaging in other business activities.

Conflicts may arise in connection with Service Providers

Conflicts may arise in connection with our engagement of service providers. Certain service providers and/or their respective affiliates (including accountants, administrators, custodians, transfer agents, lenders, bankers, brokers, attorneys, consultants and investment or commercial banking firms) to us may also provide goods or services to, or have business, personal, political, financial or other relationships with, Invesco, the Adviser, and their affiliates or other clients of Invesco, the Adviser or their affiliates. To the extent such service providers’ services are provided to us, the cost thereof will be borne by us. Such service providers may be an Interested Party, investors in us or other clients of Invesco, the Adviser or its affiliates, sources of investment opportunities for Invesco, the Adviser, its affiliates, us, or the other clients of Invesco, the Adviser or its affiliates or may otherwise be co-investors with or counterparties to transactions involving the foregoing. These relationships may influence the Adviser in deciding whether to select or recommend any such advisor or service provider to perform services for us (the cost of which will be borne by us).

Auditor. PricewaterhouseCoopers LLP serves as auditor and tax service provider to us and serves as the auditor and tax service provider to the Adviser and, therefore, may face certain conflicts of interest as a result of its representation of both us and the Adviser. As administrative duties increase with respect to accounting functions, we may second one or more accounting firm personnel.

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Dealer Manager. Our Dealer Manager is an affiliate. See Item 7 “Certain Relationships and Related Transactions, and Director Independence” for more information.

Independent Valuation Advisers. Chatham is a third-party valuation firm that has been selected by the Adviser to serve as the independent valuation firm in connection with our Credit Assets and Facilities. Capright will be retained to act as an appraiser for the collateral underlying each Credit Asset in which we invest. Capright will provide an appraisal at the closing of each transaction, and subsequently provide yearly updates for appraisals of the underlying collateral.

Investment Management Firm. Bellwether Asset Management, an asset management platform based in Los Angeles, has been contracted by the Adviser to perform day-to-day asset management and Borrower communication, including, but not limited to, monthly reporting, calculating lender tests (such as debt service coverage ratios, debt yield, and LTV), and obtaining property-level updates on the business plan.

Loan Servicing Firm. Key Bank has been engaged by the Adviser to perform loan servicing (i.e., payment processing, records, balances, impound accounts, etc.) for us.

The Adviser may retain additional or other service providers on our behalf in the future.

There may be conflicts with respect to other affiliate transactions in connection with investments alongside Other Invesco Accounts

In connection with investments in which we participate alongside Other Invesco Accounts, we may from time to time share certain rights with such Other Invesco Accounts relating to such investments for legal, tax, regulatory or other similar reasons, including, in certain instances, certain control-related rights with respect to jointly held investments. When making any decisions related to such investments, there may be conflicting interests. There can be no assurance that the return on our investment will be equivalent to or better than the returns obtained by Invesco or its other affiliates. Further conflicts could arise once we and Invesco or its affiliates have made our respective investments. For example, if we enter into a joint venture with an Other Invesco Account, our interests and the interests of such Other Invesco Account may conflict, for example when one joint venture partner seeks to sell the property in the joint venture but the other joint venture partner does not. In such situations, the ability of the Adviser to recommend actions in our best interests might be impaired.

Risks Related to our REIT Status and Certain Other Tax Items

If we do not qualify to be taxed as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax liability

We expect to operate to qualify to be taxed as a REIT under the Code. However, qualification as a REIT involves the application of highly technical and complex Code provisions for which only a limited number of judicial or administrative interpretations exist. Notwithstanding the availability of cure provisions in the Code, various compliance requirements could be failed and could jeopardize our REIT status. Furthermore, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT. If we fail to qualify as a REIT in any tax year, then:

• we would be taxed as a regular domestic corporation, which under current laws, among other things, means being unable to deduct dividends paid to stockholders in computing taxable income and being subject to federal and applicable state and local income tax on our taxable income at regular corporate income tax rates;

• any resulting tax liability could be substantial and could have a material adverse effect on our book value;

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• unless we were entitled to relief under applicable statutory provisions, we would be required to pay taxes, and therefore, our cash available for distribution to stockholders would be reduced for each of the years during which we did not qualify as a REIT and for which we had taxable income; and

• we generally would not be eligible to re-elect to be taxed as a REIT for the subsequent four full taxable years.

We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the price of our common stock

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of U.S. federal income tax laws applicable to investments similar to an investment in Common Shares. In addition, further changes to the tax laws are possible.

Although REITs generally receive certain tax advantages compared to entities taxed as regular corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in mortgage loans to elect to be treated for U.S. federal income tax purposes as a corporation. As a result, our Charter authorizes the Board to revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that changes to U.S. federal income tax laws and regulations or other considerations mean it is no longer in our best interests to qualify as a REIT.

We cannot assure our stockholders that any future changes to U.S. federal income tax laws and regulations will not adversely affect the taxation of our stockholders. Any such changes could have an adverse effect on an investment in the Shares or on the market value or the resale potential of our assets. Stockholders are urged to consult with personal tax advisors with respect to the impact of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in the Shares.

To maintain our REIT status, we may have to borrow funds on a short-term basis during unfavorable market conditions

To qualify as a REIT, we generally must distribute annually to our stockholders dividends equal to a minimum of 90% of our net taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains. We will be subject to regular corporate income taxes on any undistributed REIT taxable income, including undistributed net capital gain, each year. Additionally, we will be subject to a 4% nondeductible excise tax on any amount by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from previous years. Payments we make to our stockholders under our Share Repurchase Plan will not be taken into account for purposes of these distribution requirements. If we do not have sufficient cash to make distributions necessary to preserve our REIT status for any year or to avoid taxation, we may be forced to borrow funds or sell assets even if the market conditions at that time are not favorable for these borrowings or sales. These options could increase our costs and reduce our equity.

Compliance with REIT requirements may cause us to forgo otherwise attractive opportunities, which may hinder or delay our ability to meet our investment objectives and reduce our stockholders’ overall return

To qualify as a REIT, we are required at all times to satisfy tests relating to, among other things, the sources of our income, the nature and diversification of our assets, the ownership of our stock and the amounts we distribute to our stockholders. Compliance with the REIT requirements may impair our ability to operate solely on the basis of maximizing profits. As examples, to maintain our qualification as a REIT, at least 75% of our gross income must come from real estate sources and 95% of our gross income must come from real estate sources and certain other sources that are itemized in the REIT tax laws, and we may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution.

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Compliance with REIT requirements may force us to liquidate or restructure otherwise attractive investments

To qualify as a REIT, at the end of each calendar quarter, at least 75% of the value of our assets must consist of cash, cash items, government securities and qualified real estate assets. The remainder of our investments in securities (other than qualified real estate assets, government securities and securities of our taxable REIT subsidiaries) generally cannot include more than 10% of the voting securities of any one issuer or more than 10% of the value of the outstanding securities of more than any one issuer (other than securities that qualify for the straight-debt safe harbor) unless we and such issuer jointly elect for such issuer to be treated as a “taxable REIT subsidiary” under the Code. Debt will generally meet the “straight debt” safe harbor if the debt is a written unconditional promise to pay on demand or on a specified date a certain sum of money, the debt is not convertible, directly or indirectly, into stock, and the interest rate and the interest payment dates of the debt are not contingent on the profits, the borrower’s discretion, or similar factors. Additionally, no more than 5% of the value of our assets (other than government securities, qualified real estate assets and securities of our taxable REIT subsidiaries) can consist of the securities of any one issuer, and no more than 20% of the value of our assets may be represented by securities of one or more taxable REIT subsidiaries. If we fail to comply with these requirements at the end of any calendar quarter, we must dispose of a portion of our assets within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions in order to avoid losing our REIT qualification and suffering adverse tax consequences. In order to satisfy these requirements and maintain our qualification as a REIT, we may be forced to liquidate assets from our portfolio or not make otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.

Our Charter does not permit any person or group to own more than 9.9% of our outstanding common stock or of our outstanding capital stock of all Classes or series and attempts to acquire our common stock or our capital stock of all other Classes or series in excess of these 9.9% limits would not be effective without an exemption from these limits by the Board

For us to qualify as a REIT under the Code, not more than 50% of the value of our outstanding stock may be owned, directly or indirectly, by five or fewer individuals (including certain entities treated as individuals for this purpose) during the last half of a taxable year other than the first taxable year in which we are taxed as a REIT. For the purpose of assisting our qualification as a REIT for U.S. federal income tax purposes, our Charter prohibits beneficial or constructive ownership by any person or group of more than a certain percentage, which is expected to be 9.9%, by value or by number of Shares, whichever is more restrictive, of the outstanding Shares of common stock or of the outstanding Shares of all Classes or series, which we refer to as the “Ownership Limit.” The constructive ownership rules under the Code and Charter are complex and may cause Shares owned by a group of related persons to be deemed to be constructively owned by one person. As a result, the acquisition of less than 9.9% of our outstanding Shares of common stock or our outstanding Shares of all Classes or series by a person could cause another person to constructively own in excess of 9.9% of our outstanding Shares of common stock or our outstanding Shares of all Classes or series, respectively, and thus violate the Ownership Limit. There can be no assurance that the Board, as permitted in the Charter, will not decrease this Ownership Limit in the future. Any attempt to own or transfer Shares in excess of the Ownership Limit without an exemption (prospectively or retroactively) by the Board will result either in the Shares in excess of the limit being transferred by operation of our Charter to a charitable trust, and the person who attempted to acquire such excess Shares not having any rights in such excess Shares, or in the transfer being void.

The Ownership Limit may have the effect of precluding a change in control of us by a third party, even if such change in control would be in the best interests of our stockholders or would result in receipt of a premium to the price of our common stock (and even if such change in control would not reasonably jeopardize our REIT status). Any exemptions to the ownership limit granted in the future may limit the Board’s power to increase the Ownership Limit or grant further exemptions.

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Non-U.S. stockholders may be subject to U.S. federal income tax upon their receipt of certain distributions from us or upon their disposition of Shares

In addition to any potential withholding tax on ordinary dividends, a non-U.S. stockholder, other than a “qualified shareholder” or a “qualified foreign pension fund,” as defined in Section 857 of the Code, that disposes of a “United States real property interest” (“USRPI”) (which includes shares of stock of a U.S. corporation whose assets consist principally of USRPIs), or that receives a distribution from a REIT that is attributable to gains from such a disposition, is generally subject to U.S. federal income tax under the Foreign Investment in Real Property Tax Act of 1980, as amended (“FIRPTA”), on the amount received from (or, in the case of a distribution, to the extent attributable to gains from) such disposition. Such tax does not apply, however, to gain on the disposition of stock in a REIT that is “domestically controlled.” Generally, a REIT is domestically controlled if less than 50% of its stock, by value, has been owned directly or indirectly by non-U.S. persons during a continuous five-year period ending on the date of disposition or, if shorter, during the entire period of the REIT’s existence. Proposed Treasury Regulations would apply look-through rules with respect to REIT stock that is held by certain types of entities, including non-public domestic C corporations if 25% or more of the fair market value of such corporation’s stock is held by non-U.S. persons, for purposes of determining whether a REIT is domestically controlled. We cannot assure our stockholders that we will qualify as a domestically controlled REIT. If we were to fail to so qualify, amounts received by a non-U.S. stockholder on certain dispositions of Shares would be subject to tax under FIRPTA, unless (1) our Shares of common stock were regularly traded on an established securities market and (2) the non-U.S. stockholder did not, at any time during a specified testing period, hold more than 10% of our common stock. We do not expect our Shares to be regularly traded on an established securities market. Furthermore, even if we are domestically controlled, distributions by us that are attributable to gains from dispositions of USRPIs will be subject to tax under FIRPTA and special withholding rules unless the conditions in clauses (1) and (2) of the second preceding sentence are satisfied, subject to certain exceptions.

Investments outside the United States may subject us to additional taxes and could present additional complications to our ability to satisfy the REIT qualification requirements

Non-U.S. investments may subject us to various non-U.S. tax liabilities, including withholding taxes. In addition, operating in functional currencies other than the U.S. dollar and in environments in which real estate transactions are typically structured differently than they are in the United States or are subject to different legal rules may present complications to our ability to structure non-U.S. investments in a manner that enables us to satisfy the REIT qualification requirements. Even if we maintain our status as a REIT, entities through which we hold investments in assets located outside the United States may be subject to income taxation by jurisdictions in which such assets are located or in which our subsidiaries that hold interests in such assets are located. Any such taxes could adversely affect our business, results of operations, cash flows or financial condition, and our cash available for distribution to our stockholders will be reduced by any such foreign income taxes.

We may incur tax liabilities that would reduce our cash available for distribution to stockholders

Even if we qualify and maintain our status as a REIT, we may become subject to U.S. federal income taxes and related state and local taxes. For example, net income from the sale of properties that are “dealer” properties sold by a REIT (a “prohibited transaction” under the Code) will be subject to a 100% tax. We may not make sufficient distributions to avoid excise taxes applicable to REITs. If we were to fail an income test (and did not lose our REIT status because such failure was due to reasonable cause and not willful neglect), we would be subject to tax on the income that does not meet the income test requirements. We also may decide to retain net capital gains we earn from the sale or other disposition of our investments and pay income tax directly on such income. In that event, our stockholders would be treated as if they earned that income and paid the tax we paid. However, stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal income tax returns and thereon seek a refund of such tax. We also may be subject to state and local taxes on our income or property, including

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franchise, payroll, mortgage recording and transfer taxes, either directly or at the level of the other companies through which we indirectly own our assets, such as our domestic taxable REIT subsidiaries, which are subject to full U.S. federal, state, local and foreign corporate-level income taxes. Any taxes we pay directly or indirectly will reduce our cash available for distribution to our stockholders.

Restrictions on deduction of all of our interest expense could prevent us from satisfying the REIT distribution requirements and avoiding incurring income or excise taxes

Under Section 163(j) of the Code, the deduction for business interest expense is limited to the amount of the taxpayer’s business interest income plus 30% of the taxpayer’s “adjusted taxable income” unless the taxpayer’s gross receipts do not exceed $25 million per year during the applicable testing period or the taxpayer qualifies to elect and elects to be treated as an “electing real property trade or business.” A taxpayer’s adjusted taxable income will start with its taxable income and add back items of non-business income and expense, business interest income and business interest expense, net operating losses, and any deductions for “qualified business income.” A taxpayer that is exempt from the interest expense limitations as an electing real property trade or business is ineligible for certain expensing benefits and is subject to less favorable depreciation rules for real property. The rules for business interest expense will apply to us and at the level of each entity in which or through which we invest that is not a disregarded entity for U.S. federal income tax purposes. To the extent that our interest expense is not deductible, our taxable income will be increased, as will our REIT distribution requirements and the amounts we need to distribute to avoid incurring income and excise taxes.

The Board is authorized to revoke our REIT election without stockholder approval, which may cause adverse consequences to our stockholders

Our Charter authorizes the Board to revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interests to qualify as a REIT. Our directors have duties to us and the Board could only cause such changes in our tax treatment if it determines in good faith that such changes are in our best interests. In this event, we would become subject to U.S. federal income tax on our taxable income and we would no longer be required to distribute most of our net income to our stockholders, which may cause a reduction in the total return to our stockholders.

Our stockholders may have current tax liability on distributions our stockholders elect to reinvest in our common stock

If our stockholders participate in our distribution reinvestment plan, our stockholders will be deemed to have received, and for U.S. federal income tax purposes will be taxed on, the amount reinvested in Common Shares to the extent the amount reinvested was not a tax-free return of capital. Therefore, unless our stockholders are a tax-exempt entity, our stockholders may be forced to use funds from other sources to pay our tax liability on the reinvested dividends.

Generally, ordinary dividends payable by REITs do not qualify for reduced U.S. federal income tax rates

Currently, the maximum tax rate applicable to qualified dividend income payable to certain non-corporate U.S. stockholders is 20%. Dividends payable by REITs, however, are not eligible for the reduced rate except to the extent designated as capital gain dividends or qualified dividend income. The more favorable rates applicable to regular corporate qualified dividends could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock. Our stockholders are urged to consult with their tax advisor regarding the effect of this change on their effective tax rate with respect to REIT dividends.

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The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to qualify as a REIT

We may acquire mezzanine loans, for which the IRS has provided a safe harbor but not rules of substantive law. Pursuant to the safe harbor, if a mezzanine loan meets certain requirements, it will be treated by the IRS as a real estate asset for purposes of the REIT asset tests, and interest derived from the mezzanine loan will be treated as qualifying mortgage interest for purposes of the REIT 75% income test. We may acquire mezzanine loans that do not meet all of the requirements of this safe harbor. If we own a mezzanine loan that does not meet the safe harbor, the IRS could challenge such loan’s treatment as a real estate asset for purposes of the REIT asset and income tests and, if such a challenge were sustained, we could fail to qualify as a REIT.

If the Operating Partnership failed to qualify as a partnership or is not otherwise disregarded for U.S. federal income tax purposes, we would cease to qualify as a REIT

If the IRS were to successfully challenge the status of the Operating Partnership as a partnership or disregarded entity for U.S. federal income tax purposes, it would be taxable as a corporation. In the event that this occurs, it would reduce the amount of distributions that the Operating Partnership could make to us. This would also result in our failing to qualify as a REIT and becoming subject to a corporate-level tax on our income, which would substantially reduce our cash available to pay distributions.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities

The REIT provisions of the Code may limit our ability to hedge our assets and operations. Under these provisions, any income that we generate from hedging transactions will be excluded from gross income for purposes of the 75% and 95% REIT gross income tests if: (1) the instrument (A) hedges interest rate risk or foreign currency exposure on liabilities used to carry or acquire real estate assets, (B) hedges risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income tests or (C) hedges a position entered into pursuant to clause (A) or (B) after the extinguishment of such liability or disposition of the asset producing such income; and (2) such instrument is properly identified under applicable Treasury Regulations. Income from hedging transactions that do not meet these requirements will generally constitute non-qualifying income for purposes of both the 75% and 95% gross income tests. As a result of these rules, we may have to limit our use of hedging techniques that might otherwise be advantageous or implement those hedges through a taxable REIT subsidiary. This could increase the cost of our hedging activities because our taxable REIT subsidiary would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our taxable REIT subsidiary will generally not provide any tax benefit, except for being carried forward against future taxable income in the taxable REIT subsidiary.

The “taxable mortgage pool” rules may increase the taxes that we or our stockholders may incur, and may limit the manner in which we effect future securitizations

Securitizations could result in the creation of taxable mortgage pools for U.S. federal income tax purposes. As a REIT, so long as we own 100% of the equity interests in a taxable mortgage pool, we generally would not be adversely affected by the characterization of the securitization as a taxable mortgage pool. Certain categories of stockholders, however, such as foreign stockholders eligible for treaty or other benefits, stockholders with net operating losses, and certain tax-exempt stockholders that are subject to unrelated business income tax, could be subject to increased taxes on a portion of their dividend income from us that is attributable to the taxable mortgage pool. Because we hold substantially all of our assets through the Operating Partnership, the foregoing rules would not apply if the Operating Partnership was treated as a partnership for U.S. federal income tax purposes and was, or owned an equity interest in, a taxable mortgage pool, and any such taxable mortgage pool would be treated as a corporation for U.S. federal income tax purposes and could prevent us from qualifying as a REIT. These limitations may prevent us from using certain techniques to maximize our returns from securitization transactions.

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The failure of assets subject to repurchase agreements to qualify as real estate assets could adversely affect our ability to remain qualified as a REIT

We enter into certain financing arrangements that are structured as sale and repurchase agreements pursuant to which we nominally sell certain of our assets to a counterparty and simultaneously enter into an agreement to repurchase these assets at a later date in exchange for a purchase price. Economically, these agreements are financings that are secured by the assets sold pursuant thereto, and we treat them as such for U.S. federal income tax purposes. We believe that we would be treated for REIT asset and income test purposes as the owner of the assets that are the subject of any such sale and repurchase agreement notwithstanding that such agreement may transfer record ownership of the assets to the counterparty during the term of the agreement. It is possible, however, that the IRS could assert that we did not own the assets during the term of the sale and repurchase agreement, in which case we could fail to remain qualified as a REIT.

Risks Related to being a Public Company

We are an “emerging growth company,” and as such, we have reduced reporting requirements as compared to other public companies, including those relating to auditor’s attestation reports on the effectiveness of our system of internal control over financial reporting, accounting standards and disclosures regarding the executive compensation of our executive officers.

We are an “emerging growth company” as defined in the JOBS Act until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary of the date of an initial public offering pursuant to an effective registration statement under the Securities Act, (ii) in which we have total annual gross revenue of at least $1.235 billion, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our shares that is held by non-affiliates exceeds $700 million as of the date of our most recently completed second fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. For so long as we remain an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. Unlike other public companies, for so long as we are an emerging growth company, we will not be required to (1) provide an auditor’s attestation report on the effectiveness of our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (2) comply with any new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies under Section 102(b)(1) of the JOBS Act, (3) comply with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (4) comply with any new audit rules adopted by the PCAOB after April 5, 2012 unless the SEC determines otherwise, (5) provide certain disclosure regarding executive compensation required of larger public companies or (6) hold shareholder advisory votes on executive compensation.

Once we are no longer an emerging growth company, so long as our common shares are not traded on a securities exchange, we will be deemed to be a “non-accelerated filer” under the Exchange Act, and as a non-accelerated filer, we will be exempt from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. In addition, so long as we are externally managed by the Adviser and we do not directly compensate our executive officers, or reimburse the Adviser or its affiliates for salaries, bonuses, benefits and severance payments for persons who also serve as one of our executive officers or as an executive officer of the Adviser, we do not have any executive compensation, making the exemptions listed in (5) and (6) above generally inapplicable.

We cannot predict if investors will find our common shares less attractive because we choose to rely on any of the exemptions discussed above.

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As noted above, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies. We have elected to opt out of this transition period, and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of these standards is required for non-emerging growth companies. This election is irrevocable.

We will incur increased costs as a result of being a public company in the US and our management must devote substantial time to public company compliance programs.

As a public company in the United States, we expect to incur significant legal, insurance, accounting and other expenses that we did not incur as a private company. Sarbanes-Oxley, the Dodd-Frank Wall Street Reform and the Consumer Protection Act and other applicable securities rules and regulations impose various requirements on US public companies. We need to ensure our financial and management control systems are able to meet the requirements of a public company. Areas such as financial planning and analysis, tax, corporate governance, accounting policies and procedures, internal controls, internal audit, disclosure controls and procedures and financial reporting and accounting systems need to be compliant with reporting obligations. Our management and administrative staff may devote a substantial amount of time to compliance with these requirements. We may need to enlist additional qualified personnel to address these issues. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment will result in increased general and administrative expenses and may divert management’s time and attention away from product development and other commercial activities. If for any reason our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

Item 2. Financial Information

Financial Highlights

The information in this section contains statements that involve risks and uncertainties. See Item 1A “Risk Factors” and “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

Overview

We are a Maryland corporation that was formed on October 27, 2022. We intend to qualify as a REIT for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2023.

We are focused on originating, acquiring and managing a diversified portfolio of loans related to commercial real estate and preferred equity interests in commercial real estate in the United States, Europe and Asia. To a lesser extent, we also intend to purchase non-distressed public or private debt securities and on a selective basis may invest in operating companies in the business of or related to commercial real estate credit.

We commenced investing in commercial real estate loans in May 2023. Prior to investing, we were primarily engaged in organizational activities.

The Adviser has agreed to advance all of our organizational and offering expenses (other than upfront selling commissions and ongoing stockholder servicing fees) incurred through the earlier of (1) the date that our NAV reaches $1.0 billion and (2) March 31, 2024. In addition, the Adviser has agreed to advance our operating expenses, including debt issuance costs incurred through the earlier of (1) the date that our NAV reaches $500 million and (2) March 31, 2024. We will reimburse the Adviser for all of our advanced expenses ratably over the 60 months following such date. Under the terms of our advisory agreement, organizational and offering expenses became a liability of ours on March 23, 2023. Organizational and offering expenses include those costs incurred by the Adviser prior to entering into the advisory agreement with us.

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Factors Impacting Our Operating Results

Our operating results can be affected by a number of factors and primarily depend on the level of our net interest income and the fair market value of our commercial real estate loan investments and our borrowings. Our net interest income, borrower commitment fees and debt issuance costs vary primarily as a result of the number of loan originations in the period, the timing of entering into new borrowing arrangements and changes in market interest rates. Interest rates vary according to the type of investment, conditions in the financial markets, competition and other factors, none of which can be predicted with any certainty.

We have elected the fair value option for our commercial real estate loan investments and our borrowing facilities. The fair market value of our commercial real estate loans can be impacted by credit spread premiums (yield advantage over U.S. Treasury notes) and the supply of, and demand for, assets in which we invest. See Note 2 - “Summary of Significant Accounting Policies - Fair Value” to our unaudited condensed consolidated financial statements included in Item 13 “Financial Statements and Supplementary Data” for a description of our valuation methodology.

Investment Activities

We commenced investing in commercial real estate loans in May 2023. As of June 30, 2023, we originated the following senior loans:

$ in thousands
Loan Type	Metropolitan Statistical Area		Property Type		Origination Date		Weighted Average Interest Rate(1)			Loan Amount(2)		Principal Balance Outstanding		Fair Value		Current Maturity		Maximum Maturity(3)
Senior		Phoenix		Industrial		5/17/2023		8.50	%	$	136,000	$	115,705	$	115,705		6/9/2025		6/9/2028
Senior		San Jose		Multifamily		5/31/2023		8.30	%		41,700		41,700		41,700		6/9/2026		6/9/2028
								8.44	%	$	177,700	$	157,405	$	157,405

(1) Represents weighted average interest rate as of period end. Loans earn interest at the one-month Term Secured Overnight Financing Rate (“SOFR”) plus a spread.

(2) Loan amount consists of outstanding principal balance plus unfunded loan commitment.

(3) Maximum maturity assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions as defined in the respective loan agreement.

As of June 30, 2023, the fair value of our commercial real estate loan investments approximates the principal balance outstanding on the loans. The weighted average loan-to-value ratio for our two loan investments was approximately 64% based on the independent property appraisals at the time of origination.

Loan Risk Ratings

We evaluate each loan at origination and assign a risk rating based on several factors. We re-evaluate the risk ratings on our loan portfolio quarterly and update risk ratings as needed in conjunction with our quarterly loan portfolio review. Factors considered in the assessment include, but are not limited to, risk of loss, current LTV, debt yield, collateral performance, structure, exit plan, and sponsorship. Loans are rated “1” (less risk) through “5” (greater risk).

We assign an overall loan risk rating based on several factors, including but not limited to, credit metrics and volatility, sponsorship, sector type, property condition and market to determine the overall health of each loan investment in the portfolio (“Loan Risk Rating”).

Our loan portfolio had a weighted-average risk rating of 2.7 as of June 30, 2023.

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Financial Condition, Liquidity and Capital Resources

As of June 30, 2023, our total assets were approximately $160.9 million and consisted primarily of two investments in commercial real estate loans totaling $157.4 million and cash of $2.3 million. We financed our commercial real estate loan investments with $117.1 million of repurchase agreement borrowings from two lenders and $40.7 million in proceeds from our revolving credit agreement. For additional information on our investing activities and related financing arrangements, see Note 11, “Subsequent Events” to our unaudited condensed consolidated financial statements.

As of June 30, 2023, we owed the Adviser $4.5 million consisting of (1) $1.8 million for debt issuance costs, (2) $604,000 for organizational costs, (3) $463,000 for deferred offering costs, (4) $732,000 for general and administrative expenses and (5) $868,000 for commitment fees. As discussed above, the Adviser has agreed to advance all of our organizational and offering expenses (other than upfront selling commissions and ongoing stockholder servicing fees) incurred through the earlier of (1) the date that our NAV reaches $1.0 billion and (2) March 31, 2024. In addition, the Adviser has agreed to advance our operating expenses, including debt issuance costs, incurred through the earlier of (1) the date that our NAV reaches $500 million and (2) March 31, 2024.

We entered into the Invesco Subscription Agreement with Invesco Realty, Inc., an affiliate of the Adviser on March 23, 2023 (the “Invesco Subscription Agreement”). Under the Invesco Subscription Agreement, Invesco Realty, Inc. agreed to purchase an aggregate of $150 million of our common shares in one or more closings on or prior to March 23, 2028.

We entered into an Amendment to the Invesco Subscription Agreement on August 11, 2023 (the “Amendment”). Under the Amendment, Invesco Realty, Inc. agreed to purchase an additional aggregate of $150 million of common shares of any class in one or more closings, as needed to avoid triggering any concentration limit imposed by a third party in connection with its distribution or placement of shares of the Company. The ability of the Company to call the additional commitment of Invesco Realty, Inc. will be determined by us on a monthly basis.

We entered into a Second Amendment to the Invesco Subscription Agreement, on August 23, 2023 (the “Second Amendment”). The Second Amendment added the Class S-1 Shares and each other class of common shares that may be authorized by us in the future as Shares that may be issued in connection with the initial Invesco Realty, Inc. subscription and further provided that the initial subscription may be allocated between or among classes of our common shares as determined by us.

Invesco Realty, Inc. may not submit its Shares for repurchase under our Share Repurchase Plan until the earlier of March 23, 2028, and the date that our aggregate NAV is at least $1.5 billion. See Item 10 “Recent Sales of Unregistered Securities” for more information.

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Results of Operations

For the six months ended June 30, 2023, our results of operations consisted of:

$ in thousands except share and per share amount	For the six months ended June 30, 2023
Net Interest Income
Commercial loan interest income	$	1,520
Interest expense		(1,588	)
Net interest income		(68	)
Other Income (Expense)
Commitment and other fee income net of related party expense of $868		903
Total other income (expense), net		903
Expenses
Debt issuance costs related to borrowings, at fair value		2,387
Organizational costs		604
General and administrative		576
Total expenses		3,567
Net loss	$	(2,732	)
Dividends to preferred stockholders		(1	)
Net loss attributable to common stockholders	$	(2,733	)
Loss per share:
Net loss per share of common stock, basic and diluted	$	(7,151.30	)
Weighted average number of shares of common stock outstanding, basic and diluted		382

Net Interest Income and Other Income (Expense), Net

As discussed above, we originated two commercial real estate loans in May 2023 totaling $157.4 million. We elected the fair value option for our commercial real estate loan investments and, accordingly, we recognize any origination costs or fees associated with the loans in the period of origination. The whole loan investments earn interest at term SOFR plus a spread and had a weighted average interest rate of 8.44% as of June 30, 2023. We earned $1.5 million of interest income on the whole loans in the six months ended June 30, 2023.

In addition, we generally seek to charge each borrower a commitment fee that is calculated as a percent of the whole loan on a fully funded basis at the time of origination. We retain 50% of commitment fees that we earn on our loan investments and pay our Adviser 50% of commitment fees that we earn. We earned approximately $903,000 of commitment and other fee income after related party expenses on our two loan investments in the six months ended June 30, 2023.

We primarily financed our investments in commercial real estate loans with repurchase agreement facilities. Our repurchase agreement facilities bear interest at one-month term SOFR plus a spread and had a weighted average borrowing rate of 7.58% as of June 30, 2023. We incurred $0.9 million of interest expense on the repurchase facilities in the six months ended June 30, 2023.

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Instead of calling capital under the terms of the Invesco Subscription Agreement, we also financed our initial investments in commercial real estate loans with a revolving line of credit. Our revolving line of credit bears interest daily or at one-month term SOFR plus a spread and had a weighted average borrowing rate of 7.16%% as of June 30, 2023. We incurred $0.7 million of interest expense on our revolving line of credit in the six months ended June 30, 2023.

Expenses

Our expenses for the six months ended June 30, 2023 totaled $3.6 million and consisted of approximately $2.4 million of debt issuance costs, approximately $604,000 of organizational costs, and approximately $576,000 of general and administrative expenses.

We expense debt issuance costs as incurred because we elected the fair value option for our repurchase agreement and revolving line of credit facilities. When we incur debt issuance costs prior to a debt facility closing, we expense the costs as incurred if we intend to elect the fair value option to account for the debt facility and the closing is probable as of the balance sheet date. Our debt issuance costs primarily consist of upfront lender fees and legal costs directly associated with entering into our debt facilities.

Our organization costs for the six months ended June 30, 2023 primarily consisted of legal and state registration fees.

Our general and administrative expenses for the six months ended June 30, 2023 primarily consisted of accounting, auditing, legal and other professional fees and board of directors’ compensation.

Critical Accounting Policies

We prepare consolidated financial statements of the Company and its controlled subsidiaries in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Under U.S. GAAP, we may elect the fair value option for financial instruments on an instrument-by-instrument basis. We elected the fair value option for the commercial real estate loans discussed above and the repurchase agreements and revolving line of credit facilities that finance these loans. Because fair value calculations involve significant professional judgment in the application of both observable and unobservable attributes, the calculated fair value of our assets and liabilities may differ from their actual realizable value or future fair value.

For further information on our accounting policies, see Item 15. Financial Statements - Note 2 -Summary of Significant Accounting Policies.

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Contractual Obligations

Commitments and contingencies may arise in the ordinary course of business. As of June 30, 2023, we financed our commercial real estate loan investments with $117.1 million of repurchase agreement borrowings from two lenders and $40.7 million in proceeds from our revolving credit agreement. We have an unfunded commitment of $20.3 million for one of our commercial real estate loan investments. The unfunded commitment consists of funding for leasing costs, interest reserves and capital expenditures. Funding depends on timing of lease-up, renovation and capital improvements as well as satisfaction of certain cash flow tests. Therefore, the exact timing and amounts of such future loan fundings are uncertain. We expect to fund our loan commitment over the remaining term of the related loan of 1.95 years.

$ in thousands	Payments due by period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Repurchase Agreements		117,140		—		117,140		—		—
Revolving Credit Facility		40,700		40,700		—		—		—
Future funding of commercial real estate loan investment		20,295		—		20,295		—		—
Total		178,135		40,700		137,435		—		—

We have also committed to pay counterparty legal, diligence and other fees in connection with new financing facilities in the ordinary course of business.

Quantitative and Qualitative Disclosures about Market Risk

The primary components of our market risk are related to interest rates, credit and market values. While we do not seek to avoid risk completely, we believe that risk can be quantified from historical experience, and we seek to actively manage that risk, to earn sufficient compensation to justify taking those risks and to maintain capital levels consistent with the risks we undertake.

Interest Rate Risk

Interest rate risk is highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. We are exposed to interest rate volatility primarily as a result of the floating rate nature of the Credit Assets we hold and the financing we place on them. Additionally, we may use Company-Level Facilities featuring floating interest rates for liquidity and working capital purposes. Furthermore, we may make investments in fixed and floating rate Debt Securities; the value of our positions may increase or decrease depending on interest rate movements. Finally, interest rate changes may impact the availability of financing needed to expand our investment portfolio.

A rise in benchmark interest rates, such as SOFR, can be expected to lead to higher interest income earned (calculated as benchmark interest rate plus spread) on any variable rate Credit Assets we may hold and to declines in the value of any fixed rate Credit Assets we may hold. Rising benchmark interest rates carry default risk to our borrowers, because debt service payments may increase relative to cash flows from underlying properties, triggering borrower liquidity covenants. Therefore, we expect to protect interest income by requiring borrowers to purchase benchmark interest rate caps, which provides a hedge against rising benchmark interest rates, whereby the borrower will receive excess cash if benchmark interest rates exceed predetermined strike prices. Furthermore, rising benchmark interest rates also cause our overall cost of borrowing to increase, partially offsetting any increase in elevated interest income earned on our variable rate Credit Assets. We may use derivative financial instruments to hedge benchmark interest rate exposure on our borrowings to mitigate the impact on our debt service payments. An increase in benchmark interest rates may result in an increase in our net interest income and the amount of performance fees payable to the Adviser.

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A decline in benchmark interest rates can be expected to lead to lower interest income earned received from any variable rate Credit Assets we hold and increases in the value of any fixed rate Credit Assets we may hold. To mitigate the impact of reduced earnings as a result of declining benchmark interest rates, we expect to structure benchmark interest rate floors into each loan where the borrower will be required to pay minimum debt service payments should benchmark interest rates fall below a predetermined rate. Additionally, reduced benchmark interest rates also cause our overall cost of borrowings to decrease. Because our borrowings do not feature interest rate floors, but our variable rate Credit Assets feature minimum debt service payments due to us, declining benchmark interest rates below the structured floors may result in an increase to the net interest income received and an increase in the amount of performance fees payable to the Adviser.

As of June 30, 2023, we had $157.4 million of floating rate Credit Assets, $117.1 million of floating rate financing facilities, and $40.7 million of Company-Level Facilities. For the six months ended June 30, 2023, a 50 basis point increase or decrease in interest rates would have resulted in an increase or decrease in our net interest income in the amount of approximately $20,000 in either direction.

Credit Risk

We are exposed to credit risk in our Credit Assets with respect to a borrower’s ability to make required debt service payments to us and repay the unpaid principal balance in accordance with the terms of the applicable loan agreement. We manage this risk by conducting a credit analysis prior to making an investment and by actively monitoring our portfolio and the underlying credit quality, including subordination and diversification, of our Credit Assets. In addition, we re-evaluate the credit risk inherent in our Credit Assets on a regular basis under fundamental considerations such as gross domestic product, unemployment, interest rates, retail sales, store closing/openings, corporate earnings, housing inventory, affordability and regional home price trends.

We are exposed to credit risk with respect to the tenants that occupy properties that serve as collateral to our Credit Assets. To mitigate this risk, we seek to avoid large single tenant exposure and we undertake a credit evaluation of major tenants prior to making a loan. This analysis includes extensive due diligence of a potential tenant’s creditworthiness and business, as well as an assessment of the strategic importance of the property to the tenant’s core business operations.

Finally, we may be exposed to counterparty credit risk under the terms of a derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We may seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

Market Risk

We may also be exposed to market risk with respect to the fair value of our Credit Assets, Debt Securities and borrowings due to changes in market conditions, including spreads, benchmark interest rates, property cash flows, and commercial property values that serve as collateral. We seek to manage our exposure to market risk by originating or acquiring Credit Assets secured by different property types located in diverse, but liquid markets with stable credit ratings. The fair value of our Credit Assets, Debt Securities and borrowings may fluctuate, therefore the amount we will realize upon any repayment, sale, or an alternative liquidation event is unknown. For the six months ended June 30, 2023, a 50 bps increase in spreads would have resulted in a change in value of the Credit Assets, financing facilities and Company-Level Facility by approximately $585,000. For the six months ended June 30, 2023, a 50 bps decrease in spreads would have resulted in a change in value of the Credit Assets, financing facilities and Company-Level Facility by approximately $315,000.

Commercial property values are subject to volatility and may be adversely affected by a number of factors, including: national, regional and local economic conditions; local real estate conditions; changes or continued

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weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes and/or tax and legal considerations. Changes in commercial property values are difficult to predict with accuracy. We model a range of valuation scenarios and the resulting impacts to our business.

Item 3. Properties

Our principal executive and administrative offices are located in leased space at 2001 Ross Avenue, Suite 3400, Dallas Texas 75201. As part of our Advisory Agreement, our Adviser is responsible for providing office space and office services required in rendering services to us. We consider these facilities to be suitable and adequate for the management and operations of our business.

Item 4. Security Ownership of Certain Beneficial Owners and Management

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities, or has the right to acquire such powers within 60 days.

The following table sets out the information regarding the number and percentages of Shares owned by each director, all directors as a group, and all beneficial owners as of the date of this Registration Statement. No officers or directors of the Company owned any of our Shares as of the date of this Registration Statement. The address for Invesco Realty, Inc. is in care of our principal executive offices at 2001 Ross Avenue, Suite 3400, Dallas, Texas 75201.

Name of Beneficial Owner	Number of Common Shares Beneficially Owned			Percentage of Common Shares Beneficially Owned
Beneficial Owner of More than 5%
Invesco Realty, Inc.		613,600	(1)		99.9	%

(1) Represents 153,400 Shares of each of Class E, Class I, Class S and Class D common stock.

Item 5. Directors and Executive Officers

We operate under the direction of the Board. The Board has retained the Adviser to manage our activities, subject to the Board’s supervision.

The Board has seven members, four of whom are independent directors, as defined by our Bylaws. Our Bylaws provide that a director is independent if the director meets the designations for independence as set forth in Rule 303A.02 of the New York Stock Exchange Listed Company Manual.

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Directors and Executive Officers

Our directors and executive officers are set forth below (the information is as of June 29, 2023).

Name:	Age		Position
Hubert (“Bert”) J. Crouch		44	Director and Chief Executive Officer
R. Scott Dennis		64	Director and Chairperson of the Board
R. Lee Phegley, Jr.		54	Chief Financial Officer and Treasurer
Beth A. Zayicek		42	Director and Chief Operating Officer
Charlie Rose		42	President and Lead Portfolio Manager
R. David Kelly		59	Lead Independent Director
James H. Forson		56	Independent Director
Paul E. Rowsey		68	Independent Director
Ray Nixon		71	Independent Director

Hubert (“Bert”) J. Crouch. Mr. Crouch serves as our Chief Executive Officer and as one of our directors. Mr. Crouch joined Invesco Real Estate in 2009. Mr. Crouch has served as Head of North America for Invesco Real Estate since January 2020. From 2010 through January 2020, Mr. Crouch served as a Portfolio Manager for Invesco Real Estate, focusing on the strategic, transactional, financing and fundraising sides of both opportunistic investments and credit originations related to commercial and multifamily real estate across the United States and Europe. Mr. Crouch has also served as a member of Invesco Real Estate’s Investment Committee and Investment Strategy Group. Prior to joining Invesco Real Estate, Mr. Crouch served as the Director of Acquisitions for Presidio Investments, a wholly-owned subsidiary of Hunt Realty Investments. Mr. Crouch has also served in Wells Fargo’s Real Estate Merchant Banking Group. Mr. Crouch earned a B.B.A. in Finance from the McCombs School of Business at the University of Texas at Austin. Mr. Crouch is a valuable member of the Board because of his significant real estate credit investment experience and leadership experience with Invesco Real Estate.

R. Scott Dennis. Mr. Dennis serves as a Director and Chairperson of the Board. Mr. Dennis has been with Invesco Real Estate for more than 30 years. He has served as Chief Executive Officer of Invesco Real Estate since March 2011, as Chief Executive Officer of Invesco Private Markets since July 2019 and as President, Chief Executive Officer and Chair of Invesco Real Estate Income Trust Inc., a public, non-listed equity REIT, since January 2019. He is responsible for the day-to-day strategy execution and management of Invesco Real Estate’s global real estate business. Prior to becoming Chief Executive Officer of Invesco Real Estate, Mr. Dennis served as co-head of Invesco Real Estate’s North America group and head of its U.S. acquisitions team from 1992 to 2008. Prior to joining Invesco Real Estate, Mr. Dennis served in the investment banking group at Bankers Trust Company from 1984 to 1989. Additionally, Mr. Dennis was with Trammell Crow Company from 1989 to 1992. He has been directly involved in over $100 billion of real estate investments. Mr. Dennis earned a B.B.A. in Finance and Real Estate from The University of Texas at Austin. Mr. Dennis is a valuable member of the Board because of his experience overseeing the operations and growth of Invesco Real Estate and his significant investment experience.

R. Lee Phegley, Jr. Mr. Phegley serves as our Chief Financial Officer and Treasurer. Mr. Phegley has been with Invesco Ltd. since 2006 and has CFO responsibilities for the Investments business unit which includes Invesco’s Private Markets platforms. In addition, since May 2014 Mr. Phegley has served as the Chief Financial Officer for Invesco Mortgage Capital Inc., an NYSE-traded mortgage REIT managed by the Adviser. Mr. Phegley also has served as the CFO of Invesco Real Estate Income Trust Inc., a public, non-listed equity REIT since January 2019. Prior to joining Invesco, Mr. Phegley was a Director and responsible for Private Equity Accounting at Archon Group LP from 2004 to 2006. Prior to 2004, Mr. Phegley served as a Senior Manager at KPMG LLP for two years and Arthur Andersen LLP for seven years managing audit engagements for public and private clients. Mr. Phegley is a Certified Public Accountant. Mr. Phegley earned a B.A. in Business from Baylor University and an M.S. in Accountancy from the University of Houston.

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Beth A. Zayicek. Ms. Zayicek serves as Chief Operating Officer and one of our directors. Ms. Zayicek joined Invesco Real Estate in 2008 and currently is a Managing Director and the Chief Operating Officer of Invesco Real Estate and Private Markets. She is a member of Invesco Real Estate’s Global Executive Committee and Asia Investment Committee. Ms. Zayicek previously served as Invesco Real Estate’s Chief Administrative Officer from 2016 to 2018 and senior director of investment analytics from 2013 to 2016. She has also served on Invesco Real Estate’s portfolio management and acquisition teams and as a member of its North American Investment Committee. Ms. Zayicek has served as a director of Invesco Mortgage Capital Inc. since February 2021 and as a director and the Chief Operating Officer of Invesco Real Estate Income Trust Inc. since January 2019. Prior to joining Invesco Real Estate, Ms. Zayicek served as a member of the corporate and investment banking analyst program and real estate private equity group at KeyBank. Ms. Zayicek also previously served as the director of capital markets at DDR Corp. Ms. Zayicek earned a B.S. in Management with a concentration in Finance from Case Western Reserve University. Ms. Zayicek is a valuable member of the Board because of her management experience, investment expertise and history with Invesco Real Estate.

Charlie Rose. Charlie Rose is our President and Lead Portfolio Manager. Charlie is the Head of Real Estate Credit and has served as Managing Director since he joined Invesco Real Estate in 2017 and in his role, he is primarily focused on the strategic and transactional side of structured credit investments related to commercial and multifamily real estate with an immediate focus on the United States. Prior to joining Invesco, Charlie served as managing director for Canyon Partners Real Estate (“Canyon”) since 2009. Prior to Canyon, Charlie worked for Pacific Urban Residential in capital markets and multifamily acquisitions from 2007 to 2009. He started his career with Rosen Consulting Group in 2003, where he was Vice President. Charlie holds a Bachelor of Arts from Stanford University and a Master of Business Administration with Honors from the Wharton School of the University of Pennsylvania.

R. David Kelly. Mr. Kelly serves as one of our independent directors and our lead independent director. Mr. Kelly has 36 years of investment experience, including serving both public companies and private companies in the financial advisory and real estate development sectors. Mr. Kelly is the founder and managing partner of StraightLine Realty Partners, LLC, an alternative investment platform with investments in real estate, financial services and venture capital. Mr. Kelly also serves as Chairman and CEO of Croesus and Company, an international real estate advisory firm, as lead independent director of Invesco Real Estate Income Trust Inc., a public, non-listed equity REIT, as lead director of TCW Direct Lending, focused on lending senior-secured loans primarily to US-based mid-market companies, as an independent director of Acadia Healthcare and as an at-large director of Ashton Woods Homes. From 2007 to 2017, Mr. Kelly served as a trustee and Chairman of the Teacher’s Retirement System of Texas. From 2001 to 2006, Mr. Kelly was a gubernatorial appointee to the Texas Public Finance Authority (TPFA) and served as Chairman from 2002 to 2006. Mr. Kelly’s previous corporate directorships include Croesus Merchants International Singapore, Hong Kong-based Everglory Financial Holdings, and Dubai-based Al Masah Capital Limited. His civic and professional leadership experience includes service as director of the Children’s Medical Center Plano Governing Board, as member of Children’s Health Investment and Finance Committees, and on the Advisory Board of Sponsors for Educational Opportunity. Mr. Kelly earned a B.A. in Economics from Harvard University and an M.B.A. from Stanford University. Mr. Kelly is a valuable member of the Board because of his prior service as a director and his experience as an executive officer, including in the financial advisory and real estate investment fields.

James H. Forson. Mr. Forson serves as one of our independent directors. Mr. Forson currently serves as Chief Financial Officer for Zips Car Wash LLC. Prior to joining Zips Car Wash in 2021, Mr. Forson served as Senior Vice President, Finance for 7-Eleven, Inc., as well as Executive Vice President and Chief Financial Officer of La Quinta Holdings Inc., a publicly-traded owner, operator, and franchisor of mid scale select-service hotels, from 2016 to 2018. Prior to that role, Mr. Forson served La Quinta Holdings Inc. as Senior Vice President, Chief Accounting Officer and Treasurer from 2013 to 2016, and Vice President and Controller from 2010 to 2012. Prior to joining La Quinta in 2010, Mr. Forson held various client-serving audit and internal finance and operations roles with global accounting and consulting firms Arthur Andersen LLP from 1989 to 2002, Ernst & Young LLP from 2002 to 2003, and Grant Thornton LLP from 2003 to 2010. Mr. Forson has

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served as an independent director and audit committee chair for Invesco Real Estate Income Trust Inc. since January 2019 and as an independent director for the American Council on Exercise since January 2019. Mr. Forson earned a B.S. in Commerce from the University of Virginia’s McIntire School of Commerce and is a Certified Public Accountant in Texas. Mr. Forson is a valuable member of the Board because of his senior executive experience and extensive experience with accounting and financial reporting matters.

Paul E. Rowsey. Mr. Rowsey serves as one of our independent directors. Since 2000, Mr. Rowsey has served as Chairman, managing partner, and co-founder of E2M Partners, LLC, a privately-held real estate investment management company. Previously, Mr. Rowsey served as the Executive Chairman of JLB Partners LLC, a privately-held real estate operating and development company, from 2018 to 2021. Before that, Mr. Rowsey held executive leadership roles at real estate companies Compatriot Capital, Rosewood Property Company, and Property Company of America. Mr. Rowsey was an attorney at Hewitt, Johnson, Swanson & Barbee from 1980 to 1984. Mr. Rowsey currently serves on the boards of Invesco Real Estate Income Trust Inc., a public, non-listed equity REIT, Forum Energy Technologies, Inc., a publicly-held, Houston-based energy service company, Powdr Corporation, a privately-held alpine skiing and outdoor adventure company, Snowbird Holdings LLC, a privately-held alpine skiing and hospitality company, and Cumming Trust Management (fka Teton Holdings Corporation), a Wyoming-based public trust company. Mr. Rowsey served on the board of KDC Holdings LLC, a commercial real estate and development company, from 2008 until 2021, and the board of Valaris plc, a publicly-held, London-based, offshore drilling company, as its Chairman, from 2000 until 2021. Mr. Rowsey served as Lead Director of JLB Partners LLC, a multi-family development and investment company, from 2012 to 2018. Mr. Rowsey has also served on the boards of Crescent Real Estate Equities Company, Village Green Holdings LLC, and AMC, Inc. Mr. Rowsey’s board tenure includes audit committee, compensation committee, and nominating and governance committee service. Mr. Rowsey earned a B.A. from Duke University and a J.D. from Southern Methodist School of Law, and is a citizen of the Cherokee Nation. Mr. Rowsey is a valuable member of the Board because of his experience as a director and executive officer for public and private companies and real estate investment and development companies, and his expertise in legal matters.

Ray Nixon. Mr. Nixon serves as one of our independent directors. Mr. Nixon has over 40 years of industry experience. Mr. Nixon served as the Executive Director and Portfolio Manager at the $80 billion investment firm Barrow, Hanley, Mewhinney & Strauss, LLC from 1994 until his retirement in June 2019. Mr. Nixon served as a member of Smith Barney, Inc.’s Investment Policy Committee and as the firm’s lead institutional stockbroker for the Southwest from 1979 to 1994. Mr. Nixon chairs the Texas Health Resources Investment Committee, which oversees a $6.7 billion fund. Mr. Nixon is a Trustee of the UT Southwestern Foundation and is a member of the investment committee. Mr. Nixon is a member of the board of directors of the $59 billion endowment for the University of Texas and Texas A&M University and an independent director for Invesco Real Estate Income Trust Inc. Mr. Nixon previously served as a research analyst for the Teacher Retirement System of Texas. Mr. Nixon earned a B.A. and an M.B.A. from the University of Texas at Austin. Mr. Nixon is a valuable member of the Board because of his extensive investment industry experience, prior service as a director and successful leadership through multiple economic cycles.

Audit Committee

Our entire Board is responsible for supervising our business. However, pursuant to our Bylaws, the Board may delegate some of its powers to one or more committees as deemed appropriate by the Board. Members of each committee are appointed by the Board.

The Board has established an audit committee, which consists of all of our independent directors, namely Messrs. Forson, Kelly, Rowsey, and Nixon. Mr. Forson serves as the chairperson of the audit committee and qualifies as an “audit committee financial expert” as that term is defined by the SEC. The audit committee assists the Board in overseeing:

• our accounting and financial reporting processes;

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• the integrity and audits of our financial statements;

• our compliance with legal and regulatory requirements;

• the qualifications and independence of our independent registered public accounting firm; and

• the performance of our internal and independent registered public accounting firm.

In addition, the audit committee selects the independent registered public accounting firm to audit our annual financial statements and reviews with the independent registered public accounting firm the plans and results of the audit engagement. The audit committee also approves the audit and non-audit services provided by the independent registered public accounting firm and the fees we pay for these services.

The Audit Committee adopted procedures for the processing of complaints relating to accounting, internal control and auditing matters. The audit committee will oversee the review and handling of any complaints submitted pursuant to such procedures and of any whistleblower complaints.

Corporate Governance

The individuals who serve as our executive officers have certain responsibilities arising from Maryland law and our Bylaws. These responsibilities include executing contracts and other instruments in our name and on our behalf and such other responsibilities as may be prescribed by the Board from time to time. Our officers will devote such portion of their time to our affairs as is required for the performance of their responsibilities, but they are not required to devote all of their time to us.

The Board may change the number of the Company’s directors, provided that the total number may not be more than 15 (unless the Charter and Bylaws are amended) or less than the minimum number required by the MGCL. The Bylaws provide that a majority of the directors must be independent directors except for a period of up to 60 days after the death, removal or resignation of an independent director pending the election of such independent director’s successor.

Each director will serve until the next annual meeting of the stockholders and until his or her successor is duly elected and qualifies. Although the number of directors may be increased or decreased, a decrease may not shorten the term of any incumbent director. Any director may resign at any time or may be removed with or without cause by the stockholders upon the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast generally in the election of directors. The notice of a special meeting called to remove a director must indicate that the purpose, or one of the purposes, of the meeting is to determine if the director will be removed.

Section 3-804(c) of the MGCL provides that, once we are registered under the Exchange Act (and satisfy certain other requirements), we may elect in our Charter that any vacancy created by an increase in the number of directors or by the death, resignation, removal, adjudicated incompetence or other incapacity of a director may be filled only by a vote of a majority of the remaining directors, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies. Pursuant to our Charter we have, at such time as we become eligible to do so, made the election permitted under Section 3-804(c) of the MGCL. Until such time as we become subject to Section 3-804(c) of the MGCL, any vacancy on the Board for any cause other than an increase in the number of directors may be filled by a majority of the remaining directors, even if such majority is less than a quorum, any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the entire Board, and any individual so elected as director will serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies.

The Board will generally meet quarterly or more frequently if necessary, in addition to meetings of any committees of the Board described below. The directors are not required to devote all of their time to our

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business and are only required to devote the time to our business as their duties may require. Consequently, in the exercise of their responsibilities, the directors will rely heavily on the Adviser and on information provided by the Adviser. The Board is empowered to fix the compensation from the Company (if any) to all officers and approve the payment of compensation to directors for services rendered to the Company. We do not intend to compensate our officers.

The Board has adopted written policies on investments and borrowings, the general terms of which are set forth in this Registration Statement. The Board may revise these policies or establish further written policies on investments and borrowings and will monitor the administrative procedures, investment operations and performance to evaluate whether the policies are fulfilled and are in the best interests of the stockholders. The independent directors will review the investment policies with sufficient frequency, and at least annually, to determine that they are in the best interests of the stockholders.

Code of Conduct. We have adopted a Code of Conduct that applies to all of our directors, officers and employees (if any), and to all of the officers and employees of the Adviser, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions while they are performing services for us. Our Code of Conduct, as it relates to those also covered by Invesco’s code of conduct, operates in conjunction with, and in addition to, Invesco’s code of conduct. Our Code of Conduct is designed to comply with SEC regulations relating to codes of conduct and ethics.

Corporate Governance Guidelines. We have also adopted corporate governance guidelines to advance the functioning of the Board and the audit committee and to set forth the Board’s expectations as to how it and any committees should perform its and their respective functions.

Item 6. Executive Compensation

We are externally managed and do not have any employees. The executive officers are employees of the Adviser or one of its affiliates. The Advisory Agreement provides that the Adviser is responsible for managing our investment activities. As a result, the executive officers do not receive any cash compensation from us or any of our subsidiaries for serving as our executive officers; instead, they receive compensation from the Adviser or its affiliate. In addition, we do not reimburse the Adviser for compensation it pays to our executive officers. The Advisory Agreement does not require the executive officers to dedicate a specific amount of time to fulfilling the Adviser’s obligations to us under the Advisory Agreement. Accordingly, the Adviser cannot identify the portion of the compensation it awards to the executive officers that relates solely to such executives’ services to us, as the Adviser does not compensate its employees specifically for such services. Furthermore, we do not have employment agreements with the executive officers; we do not provide pension or retirement benefits, perquisites or other personal benefits to the executive officers; the executive officers have not received any nonqualified deferred compensation; and we do not have arrangements to make payments to the executive officers upon their termination or in the event of a change in control.

A description of the Advisory Agreement and fees that we pay to the Adviser is found in Item 7 “Certain relationships and Related Transactions, and Director Independence” below.

Compensation Committee Interlocks and Insider Participation

We do not have a compensation committee of our board of directors because we do not directly compensate our executive officers or reimburse the Adviser for their compensation. Our independent directors participate in the consideration of independent director compensation.

Ms. Beth Zayicek, one of our directors and our Chief Operating Officer, has served as the Chief Operating Officer of Invesco Real Estate Income Trust Inc. since 2019 and is their Chief Operating Officer. Ms. Beth Zayicek owns less than 1% of the outstanding equity of Invesco Real Estate Income Trust Inc.

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Director Compensation

We will compensate each of our independent directors with an annual retainer of $75,000, plus an additional retainer of $15,000 to the chairperson of the audit committee. We pay 75% of this compensation in cash and the remaining 25% in Shares of our Class E common stock. The cash compensation is paid in quarterly installments with the equity paid annually in advance. The stock grants vest one year from the date of grant.

We also will reimburse each of our independent directors for actual and reasonable out-of-pocket expenses incurred in attending board and committee meetings. The Shares of stock granted to our independent directors are granted pursuant to the terms and conditions of our equity incentive plan.

Our directors who are affiliated with the Adviser do not receive additional compensation for serving on the board of directors thereof. The Shares of stock granted to our independent directors are granted pursuant to the terms and conditions of our equity incentive plan.

Item 7. Certain Relationships and Related Transactions, and Director Independence

Director Independence

The information concerning independence of our directors is set forth in Item 5 “Directors and Executive Officers.”

Policies and Procedures for Related Person Transactions

Our Corporate Governance Guidelines contains policies on transactions with affiliated persons of the Adviser. Under the Corporate Governance Guidelines, these transactions, if permitted, must be approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in such transaction.

Certain Transactions with Related Persons

We have had and currently have relationships with related parties. We have described the relationships and transactions with related parties below.

The Subscription Agreement

We entered into the Invesco Subscription Agreement with Invesco Realty, Inc., an affiliate of the Adviser on March 23, 2023. Under the Invesco Subscription Agreement, as amended by the Second Amendment, Invesco Realty, Inc. agreed to purchase an aggregate of $150 million of our common shares in one or more closings on or prior to March 23, 2028. On May 2, 2023, an initial closing occurred whereby Invesco Realty, Inc. purchased $40,000 in aggregate of Class S Shares, Class D Shares, Class I Shares, and Class E Shares ($10,000 of each Class of Common Shares). On July 25, 2023, a second closing occurred whereby Invesco Realty, Inc. purchased an aggregate of 612,000 Common Shares, allocated among Class S, Class D, Class I and Class E, under the Invesco Subscription Agreement for $25 per Share for a total of $15,300,000.

We entered into an Amendment to the Invesco Subscription Agreement on August 11, 2023. Under the Amendment, Invesco Realty, Inc. agreed to purchase an additional aggregate of $150 million of Common Shares of any class in one or more closings, as needed to avoid triggering any concentration limit imposed by a third party in connection with its distribution or placement of shares of the Company. The availability of the additional commitment of Invesco Realty, Inc. will be determined by us on a monthly basis.

We entered into a Second Amendment to the Invesco Subscription Agreement, on August 23, 2023. The Second Amendment added the Class S-1 Shares and each other class of common shares that may be authorized

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by us in the future as Shares that may be issued in connection with the initial Invesco Realty, Inc. subscription and further provided that the initial subscription may be allocated between or among classes of our common shares as determined by us.

The Advisory Agreement

The Board at all times has oversight and policy-making authority, including responsibility for governance, financial controls, compliance and disclosure with respect to our company and the Operating Partnership. Pursuant to the Advisory Agreement, the Board has delegated to the Adviser the authority to source, evaluate and monitor our investments and make decisions related to the origination, acquisition, and management of our portfolio of Credit Assets and other financial instruments, in accordance with our investment objectives, strategies, guidelines, policies and limitations, subject to oversight by the Board. The Adviser utilizes the personnel and global resources of Invesco Real Estate to provide investment management services to us pursuant to the Advisory Agreement. Set forth below is a summary of certain terms of the Advisory Agreement.

Services

Pursuant to the terms of the Advisory Agreement, the Adviser is responsible for, among other things:

• serving as an adviser to us and the Operating Partnership with respect to the establishment and periodic review of the investment guidelines and our portfolio of Credit Assets and other financial instruments, other investing activities, and operations;

• sourcing, evaluating and monitoring our investment opportunities and executing the origination, acquisition, and management of our portfolio of Credit Assets and other financial instruments, according to our investment objectives, strategies, guidelines, policies and limitations;

• with respect to origination, acquisition, management, and Portfolio-Level Financing Arrangements for the Credit Assets, Debt Securities and CRE OpCos, conducting negotiations on our behalf with borrowers, sellers, purchasers, and other counterparties and, if applicable, their respective agents, advisors and representatives, and determining the structure and terms of such transactions;

• serving as our adviser with respect to decisions regarding any of our Portfolio-Level Financing Arrangements, other borrowings, hedging activities or derivatives;

• conducting negotiations on our behalf with borrowers, sellers, purchasers, and other counterparties and, if applicable, their respective agents, advisors and representatives, and determining the structure and terms of origination, acquisition, management and financing transactions; and

• engaging and supervising, on our behalf and at our expense, various service providers, including asset managers and loan servicers with respect to our assets.

Pursuant to the Advisory Agreement, the Adviser may delegate any of the services for which it is responsible for to a third-party service provider. In the event the Adviser chooses to engage a third-party service provider, the Adviser will remain responsible for the performance of such services and will pay fees to the third-party service providers for such services (however, such fees will be paid from our assets).

Term and Termination Rights

The current term of the Advisory Agreement expires on March 31, 2025. The Advisory Agreement is subject to automatic renewals for an unlimited number of successive one-year periods unless otherwise terminated by the Board or by the Adviser for convenience. The independent directors will evaluate the performance of the Adviser before renewing the Advisory Agreement (pursuant to the terms set forth in the Advisory Agreement for such performance review).

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The Advisory Agreement may be terminated by any of the following:

• upon 30 days’ written notice by us (1) for “cause,” or (2) upon the bankruptcy or dissolution of the Adviser; or

• upon 180 days’ written notice by us upon the vote of a two-thirds of our independent directors for unsatisfactory performance or unfair compensation terms (unless renegotiated and resolved as set forth in the Advisory Agreement); provided that in the event we terminate for such reason that we will pay the Adviser the Termination Fee.

“Cause” is defined in the Advisory Agreement to mean material breach of the Advisory Agreement (which is not cured within 30 days), fraud, criminal conduct, conviction of a felony, willful misconduct or willful or negligent breach of fiduciary duty by the Adviser under the Advisory Agreement.

In the event the Advisory Agreement is terminated, the Adviser will be entitled to receive its prorated Management Fee and Performance Fee owed through the date of termination. In addition, upon the termination or expiration of the Advisory Agreement, the Adviser will cooperate with us and take all reasonable steps requested to assist the Board in making an orderly transition of the advisory function.

Management Fee, Performance Fee, and Expense Reimbursement

We will pay the Adviser a management fee equal to 1.0% per annum of NAV with respect to Class S Shares, Class S-1 Shares, Class D Shares and Class I Shares, calculated monthly in arrears based on the month-end NAV of the month immediately preceding the date on which the Management Fee is calculated, and payable quarterly in arrears. We will also pay the Adviser an annual Performance Fee equal to 10% of the Company’s Performance Fee Income with respect to Class S Shares, Class S-1 Shares, Class D Shares and Class I Shares; provided that no Performance Fee will be payable with respect to any Class of Common Shares in any calendar year in which we post a negative total return per share with respect to such Class. The calculation of such fees is detailed in the table below labeled “Type of Compensation and Recipient.” In addition, we will pay the Adviser 50% of any commitment fee charged to borrowers in connection with the origination of each new loan (any such fee payable to the Adviser, an “Adviser Commitment Fee,” as detailed in the table below). With respect to any loan, the Adviser Commitment Fee will not exceed 0.50% of the whole loan on a fully funded basis.

We will pay the Adviser and its affiliates the fees and expense reimbursements described below in connection with performing services, including the Management Fee and Performance Fee. We have agreed with the Adviser that the Management Fee and the Performance Fee payable by our stockholders will commence on the later of March 1, 2024, and the date on which we file as a reporting company under the Exchange Act.

Other than in the case of the Adviser Commitment Fee, we do not intend to pay out of our assets to the Adviser any financing or other similar fees in connection with originating, financing, or otherwise acquiring investments. We will, however, reimburse the Adviser and its affiliates for out-of-pocket and other expenses related to the foregoing activities.

Dealer Manager Agreement

We entered into a Dealer Manager Agreement, pursuant to which the Dealer Manager agreed to, among other things, manage our relationships with third-party broker-dealers engaged by the Dealer Manager to participate in the distribution of Common Shares, which we refer to as “participating broker-dealers,” and financial advisors. The Dealer Manager also coordinates our marketing and distribution efforts with participating broker-dealers and their registered representatives with respect to communications related to the terms of our offering, our investment strategies, material aspects of our operations and subscription procedures. We will not pay referral or similar fees to any accountants, attorneys or other persons in connection with the distribution of our Common Shares.

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Upfront Selling Commissions and Dealer Manager Fees

Class S, Class S-1 and Class D Shares. Subject to any discounts, the Dealer Manager is entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each Class S Share sold (including such Class S-1 Shares). Subject to any discounts, the Dealer Manager may be entitled to receive upfront selling commissions of up to 1.5% of the transaction price of each Class D Share sold. No upfront dealer manager fees will be paid with respect to the sale of Class S, Class S-1 or Class D Shares. The Dealer Manager anticipates that all or a portion of the upfront selling commissions will be retained by, or reallowed (paid) to, participating broker-dealers.

Class I Shares and Class E Shares. No upfront selling commissions or dealer manager fees will be paid with respect Class I Shares or Class E Shares sold in the Continuous Offering.

No upfront selling commissions or dealer manager fees will be paid with respect to Shares of any class sold pursuant to our distribution reinvestment plan.

Stockholder Servicing Fees—Class S, Class S-1 and Class D Shares

The following table shows the stockholder servicing fees we pay the Dealer Manager with respect to the Class S, Class D, Class I, Class S-1 and Class E Shares on an annualized basis as a percentage of our NAV for such class. The stockholder servicing fees will be paid monthly in arrears:

	Stockholder Servicing Fee as a % of NAV
Class S Shares		0.85	%
Class S-1 Share		0.85	%
Class D Shares		0.25	%
Class I Shares		None
Class E Shares		None

Subject to any FINRA limitations on underwriting compensation and certain other limitations described below, we will pay the Dealer Manager selling commissions over time as a stockholder servicing fee (1) with respect to our outstanding Class S Shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class S Shares; (2) with respect to our outstanding Class S-1 Shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class S-1 Shares; and (3) with respect to our outstanding Class D Shares equal to 0.25% per annum of the aggregate NAV of our outstanding Class D Shares. We will not pay a stockholder servicing fee with respect to our outstanding Class I Shares or Class E Shares.

The stockholder servicing fees are ongoing fees that are not paid at the time of purchase. The stockholder servicing fees will be paid monthly in arrears. The Dealer Manager will reallow (pay) all or a portion of the stockholder servicing fees to participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers and will waive stockholder servicing fees to the extent a broker-dealer is not eligible to receive it for failure to provide such services. Because the stockholder servicing fees with respect to Class S, Class S-1 Shares and Class D Shares are calculated based on the aggregate NAV for all of the outstanding Shares of each such Class, it reduces the NAV with respect to all Shares of each such Class, including Shares issued under our distribution reinvestment plan.

We will cease paying the stockholder servicing fee when, with respect to any holder of Class S Share or Class D Share, an aggregate amount of selling commissions and stockholder servicing fees paid with respect to the Shares held by such stockholder is equal to 8.75% of the gross proceeds from the sale of such Shares (including the gross proceeds of any Shares issued under our distribution reinvestment plan upon the reinvestment of distributions paid with respect thereto or with respect to any Shares issued under our distribution reinvestment plan directly or indirectly attributable to such Shares) (the “Servicing Fee Limit”). At the end of

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such month, such Class S Share or Class D Share (including any fractional Shares) will convert into a number of Class I Shares, each with an equivalent aggregate NAV as such Share. For the avoidance of doubt, such Servicing Fee Limit does not apply to the Class S-1 Shares.

Eligibility to receive the stockholder servicing fee is conditioned on a broker-dealer providing the following ongoing services with respect to the Class S, Class S-1 or Class D Shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with Share repurchase requests. If the applicable broker-dealer is not eligible to receive the stockholder servicing fee due to failure to provide these services, the Dealer Manager will waive the stockholder servicing fee that broker-dealer would have otherwise been eligible to receive.

Other Compensation

We or the Adviser may also pay directly, or reimburse the Dealer Manager for, any organization and offering expenses.

Limitations on Underwriting Compensation

The Dealer Manager will monitor the aggregate amount of underwriting compensation that we and the Adviser pay to ensure that we and Adviser comply with the underwriting compensation limits of applicable FINRA rules.

Term of the Dealer Manager Agreement

Either party may terminate the Dealer Manager Agreement upon 60 days’ written notice to the other party or immediately upon notice to the other party in the event such other party failed to comply with a material provision of the Dealer Manager Agreement. Our obligations under the Dealer Manager Agreement to pay the stockholder servicing fees with respect to the Class S, Class S-1, and Class D Shares will survive termination of the agreement until such Shares are no longer outstanding.

Indemnification

To the extent permitted by law and our Charter, we will indemnify the participating broker-dealers and the Dealer Manager against some civil liabilities, including certain liabilities under the Securities Act.

Compensation

The chart below describes in greater detail all fees that will be paid to the Advisor, the Dealer Manager and affiliates.

Type of Compensation and Recipient	Determination of Amount
Company Expense Reimbursement
Organization and Offering Expense Reimbursement – The Adviser	The Adviser has agreed to advance all organization and offering expenses on our behalf (other than upfront selling commissions and stockholder servicing fees, but including legal, accounting, printing, mailing, subscription processing and filing fees and expenses, costs in connection with preparing sales materials, design and website expenses, fees

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Type of Compensation and Recipient	Determination of Amount
	and expenses of our transfer agent and reimbursements for customary travel, lodging, and meals) through the earlier of (1) the date that our aggregate NAV is at least $1.0 billion and (2) March 31, 2024 (the “Organization and Offering Expense Commencement Date”). We will reimburse the Adviser for all such advanced costs and expenses ratably over the 60 months following the Organization and Offering Expense Commencement Date. For purposes of calculating our NAV, the organization and offering expenses paid by the Adviser through the Organization and Offering Expense Commencement Date will not be deducted as an expense until reimbursed by us. As of March 31, 2023, we incurred $693,000 of organization and offerings expenses advanced by the Adviser. After the Organization and Offering Expense Commencement Date, we will reimburse the Adviser for any organization and offering expenses that the Adviser incurs on our behalf as and when incurred (or promptly thereafter). There is no cap on organization and offering expenses.
Operating Expense Reimbursement—The Adviser	The Adviser has agreed to advance all operating costs and expenses, including Borrowing Costs (as defined below) and other expenses incurred on our behalf through the earlier of (1) the date that our aggregate NAV is at least $500 million and (2) March 31, 2024 (the “Operating Expense Commencement Date”). As of March 31, 2023, we incurred $751,000 of operating expenses advanced by the Adviser, comprised of $99,000 of advanced general and administrative operating expenses and $652,000 of advanced Borrowing Costs. “Borrowing Costs” are the fees and expenses arising out of borrowings made by us, including, but not limited to, costs associated with the establishment and maintenance of any of our credit facilities, other financing arrangements, or other indebtedness of ours (including commitment fees, accounting fees, legal fees, closing and other similar costs). For purposes of calculating our NAV, the operating costs and expenses paid by the Adviser on our behalf through the Operating Expense Commencement Date

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Type of Compensation and Recipient	Determination of Amount
	will not be deducted as an expense until reimbursed by us. After the Operating Expense Commencement Date, we will reimburse the Adviser for any operating expenses and Borrowing Costs that it incurs on our behalf as and when incurred (or promptly thereafter, measured on a quarterly basis); provided that, commencing with the first four full fiscal quarters following the Operating Expense Commencement Date, we shall not reimburse the Adviser at the end of any fiscal quarter if operating expenses in the immediately prior four consecutive fiscal calendar quarters then ended exceed (the “Excess Amount”) the greater of 2.0% of Average Invested Assets or 25.0% of Net Income (the “2%/25% Guidelines”) for such four fiscal quarters, unless the independent directors determine that such Excess Amount was justified, based on unusual and nonrecurring factors that the independent directors deem sufficient. For the purposes of such calculations, “Average Invested Assets” means, for a specified period, the average of the aggregate book value of our direct investments in and equity interests in loans secured by real estate, before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period; “Investments” means any Credit Assets or other investments by us, directly or indirectly, in property, real property, real estate-related assets or other assets; and “Net Income” means for any period, our total revenues applicable to such period, less the total expenses applicable to such period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Investments. In addition to the operating expense and investment expense reimbursements described above, we will reimburse the Adviser for out-of-pocket costs and expenses it incurs in connection with the ongoing services it provides to us, including, but not limited to, the actual cost of goods and services used by us and obtained from third parties, including fees paid to administrators, consultants, attorneys, technology providers and other service providers, whether payable to an affiliate or a non-affiliated person.
Investment Activities
Loan and Investment Expense Reimbursement – The Adviser	Other than the Adviser Commitment Fee described below, we do not intend to pay out of our assets to

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Type of Compensation and Recipient	Determination of Amount
	the Adviser any financing or other similar fees in connection with originating, financing, or otherwise acquiring loans or other investments. We will, however, reimburse the Adviser for out-of-pocket expenses incurred in connection with originating, financing, or otherwise acquiring loans or other investments, whether or not such investments are acquired, and make payments to third parties or certain of the Adviser’s affiliates in connection with making investments as described in “Operating Expense Reimbursement—The Adviser” below.
Operational Activities
Management Fee – The Adviser	Subject to Section 10(d) of the Advisory Agreement, we will pay the Adviser a Management Fee equal to 1.0% per annum of the NAV with respect to Class S Shares, Class S-1, Class D Shares and Class I Shares, calculated monthly in arrears based on the month-end NAV of the month immediately preceding the date on which the Management Fee is calculated, and payable quarterly in arrears. The Management Fee may be paid, at the Adviser’s election, in cash or Class E Shares. We will not pay the Adviser a management fee with respect to Class E Shares. Management Fees will commence on the later of March 1, 2024, and the date on which we file as a reporting company under the Exchange Act. We will not charge a Management Fee on investments in Affiliated Funds. We expect to bear or pay management fees, performance fees and/or transaction fees to affiliates of the Adviser as well as operating expenses (including Borrowing Costs) as a result of any investment in an Affiliated Fund.
Performance Fee – The Adviser	We will pay the Adviser the Performance Fee with respect to the Class S Shares, Class S-1, Class D Shares and Class I Shares. The Performance Fee will be an amount equal to 10% of the Company’s Performance Fee Income (as defined below) for each calendar year that is allocable to such Class of Shares, based on the calculation of each Class’s relative percentage of aggregate NAV during the applicable period. No Performance Fee will be payable with respect to any Class of Shares in any calendar year in which we post a negative Total Return Per Share (as defined below) with respect to such Class of Shares. We will not pay the Adviser a performance fee with respect to Class E Shares.

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Type of Compensation and Recipient

Determination of Amount

Performance Fee payments will be made annually and accrue monthly commencing on the later of March 1, 2024, and the date on which we file as a reporting company under the Exchange Act. The Performance Fee may be paid, at the Adviser’s election, in cash or in Class E Shares. “Performance Fee Income” with respect to each Class of Shares subject to a Performance Fee means the calculation of net income (determined in accordance with U.S. GAAP) allocable to such Class of Shares adjusted as follows: (i) (A) prior to the Organization and Offering Expense Commencement Date, net income will exclude organization and offering expenses advanced by the Adviser during the relevant period and (B) prior to the Operating Expense Commencement Date, net income will exclude operating expenses (including Borrowing Costs) advanced by the Adviser during the relevant period. (ii) after the Organization and Offering Expense Commencement Date and the Operating Expense Commencement Date, as applicable, the calculation of net income will include: (A) organization and offering expenses previously advanced by the Adviser that were repaid by us during the calendar year period (or partial period); (B) operating expenses (including Borrowing Costs) previously advanced by the Adviser that were repaid by us during the calendar year period (or partial period); (C) organization and offering expenses incurred on or after the Organization and Offering Expense Commencement Date, with the exception of upfront Selling Commissions and Stockholder Servicing Fees incurred during the calendar year period (or partial period); and (D) operating expenses (including Borrowing Costs) incurred on or after the Operating Expense Commencement Date during the calendar year period (or partial period). “Total Return Per Share” means, with respect to any calendar year and with respect to any Class of Shares, an amount equal to: (i) the cumulative distributions per share accrued with respect to such Class of Shares since the beginning of the calendar year plus (ii) the change in NAV per Share of such Class of Shares since the beginning of the calendar year, prior to giving effect to (y) any accrual for Performance Fees with respect to such Class of Shares or (z) any applicable Stockholder Servicing Fees.

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Type of Compensation and Recipient	Determination of Amount
Commitment Fees – The Adviser	We will seek that each Borrower or Sponsor pay us (or a subsidiary of ours) a commitment fee calculated as a percent of the whole loan on a fully funded basis as determined by the Adviser at the time of the closing of the loan origination. We will pay to the benefit of the Adviser (or affiliate thereof), 50% of the commitment fee received for such loan origination up to 0.50% of the whole loan on a fully funded basis. For the avoidance of doubt, if a loan is repaid or deemed repaid, and another loan is made to replace such prior loan in whole or in part, then an additional commitment fee will be paid with respect to such new loan whether or not the loan amount and/or collateral of such loan is the same as the loan amount and/or collateral of the replaced loan. As of March 31, we had not incurred any Adviser Commitment Fees. As of the date of this Registration Statement, the Company has incurred $867,650 in Adviser Commitment Fees.
Fees for Other Services – Affiliates of the Adviser	The Adviser’s affiliates may from time to time provide services to us or the Operating Partnership relating to our investments or our operations that would otherwise be performed for us by third parties. Such services will include internal accounting, legal and audit services (including valuation support services). Such services may also include account management services, corporate secretarial services, data management services, directorship services, investor relations services, information technology services, finance/budget services, human resources, judicial processes, operational services, risk management services, tax services, treasury services, transaction consulting services and other similar operational matters. In such event, we will reimburse the Adviser or the Adviser’s affiliate, as applicable, the cost of performing such services (including employment costs and related expenses allocable thereto, as reasonably determined by the Adviser), provided that such reimbursements will not exceed the amount that would be payable by us if such services were provided by a third party on an arms-length basis.
Upfront Selling Commissions and Dealer Manager Fees – The Dealer Manager (Affiliate)	The Dealer Manager is entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each Class S Share Class S-1 Share and up to 1.5% of the transaction price of each Class D Share. Upfront selling commissions will not be paid with respect to Class E and Class I Shares. Such upfront selling commissions will be paid upon a stockholder purchasing Shares, and may be waived at the Dealer Manager’s discretion.

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Item 8. Legal Proceedings

From time to time, we and our subsidiaries may become parties to various claims and lawsuits arising out of our operations in the normal course of business. We are not aware of any current or pending material legal proceedings to which we are party.

Item 9. Market Price of and Dividends on The Registrant’s Common Equity and Related Stockholder Matters

Market Information

Our stock is currently not traded on any public market and we currently do not intend to list the Shares on an exchange. As of the date of this Registration Statement, management has not undertaken any discussions, preliminary or otherwise, with any prospective market maker concerning the participation of such market maker in the aftermarket for our securities.

We have and will continue to offer Shares in transactions exempt from registration under the Securities Act. See Item 10 “Recent Sales of Unregistered Securities” for more information. As of the date of this Registration Statement, we had 613,933 Common Shares outstanding and 112 holders, consisting of 112 holders of Class S Shares, 112 holders of Class D Shares, 112 holders of Class I Shares, 0 holders of Class S-1 Shares and 1 holder of Class E Shares.

Distributions

We intend to declare distributions to all Classes of common stock based on record dates established by the Board and to pay such distributions on a monthly basis. We plan to commence declaring distributions the first full month immediately following the first purchase of Shares in the Continuous Offering by an investor unaffiliated with us or the Adviser. Any distributions we make are at the discretion of the Board, considering factors such as earnings, cash flow, capital needs and general financial condition and the requirements of Maryland law. As a result, distribution rates and payment frequency may vary from time to time. Stockholders will not be entitled to receive a distribution if Shares are repurchased prior to the applicable time of the record date.

The Board’s discretion as to the payment of distributions will be directed, in substantial part, by its determination to distribute sufficient income so that we satisfy the requirements for qualification as a REIT for tax purposes. To qualify as a REIT, we are required to distribute 90% of our annual REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains, to our stockholders. Generally, income distributed to stockholders will not be taxable to us under the Code if we qualify to be taxed as a REIT. See Item 11 “Description of Registrant’s Securities to be Registered” for more information.

Valuation Guidelines

The Board has adopted valuation guidelines that contain a comprehensive set of methodologies to be used by the Adviser and Independent Valuation Advisers in connection with estimating the values of our assets and liabilities for purposes of our NAV calculation. These guidelines are designed to seek to produce a fair and accurate estimate of the price that would be received for our investments in an arm’s-length transaction between a willing buyer and a willing seller in possession of all material information about our investments.

The calculation of NAV is intended to be a calculation of the fair value of our assets less our outstanding liabilities as described below and will likely differ from the book value of equity reflected in our financial statements. We prepare our financial statements based on historical cost in accordance with U.S. GAAP and intend to elect the fair value option for our Credit Assets and our Loan Facilities. To calculate NAV for the purpose of establishing a purchase and repurchase price for Common Shares, we adopted a model that adjusts the

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value of our assets and liabilities from historical cost to fair value generally in accordance with the U.S. GAAP principles set forth in FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures. Because these fair value calculations will involve significant professional judgment in the application of both observable and unobservable attributes, the calculated fair value of assets may differ from their actual realizable value or future fair value. While we believe these NAV calculation methodologies are consistent with standard industry practices, there is no rule or regulation that requires we calculate NAV in a certain way. As a result, other REITs may use different methodologies or assumptions to determine NAV. In addition, NAV is not a measure used under U.S. GAAP and the valuations of and certain adjustments made to our assets and liabilities used in the determination of NAV will differ from U.S. GAAP. Stockholders should not consider NAV to be equivalent to stockholders’ equity or any other U.S. GAAP measure.

Independent Valuation Advisers

One fundamental element of the valuation process, the valuation of Credit Assets and Loan Facilities, is performed by our Independent Valuation Adviser, Chatham, which is a valuation firm selected by the Adviser and approved by the Board, including a majority of our independent directors. Chatham is engaged in the business of rendering opinions regarding the value of real estate-related debt and is not affiliated with us or the Adviser.

The compensation we pay to Chatham is based on the number of Credit Assets and loan facilities valued and is not based on estimated values. The Adviser, with the approval of the Board, including a majority of independent directors, may engage additional Independent Valuation Advisers in the future as our portfolio grows and diversifies. While the Independent Valuation Advisers are responsible for providing the valuations described above, they are not responsible for, and do not calculate, our NAV. The Adviser is ultimately responsible for the determination of NAV.

Our Independent Valuation Advisers may be replaced at any time, in accordance with agreed-upon notice requirements, by a majority vote of the Board, including a majority of our independent directors. We will promptly disclose any changes to the identity or role of the Independent Valuation Advisers to stockholders. The Independent Valuation Advisers will discharge their respective responsibilities in accordance with our valuation guidelines.

The Board will not be involved in the periodic valuation of our assets and liabilities but will periodically receive and review such information about the valuation of our assets and liabilities as it deems necessary to exercise its oversight responsibility. Prior to the initial Qualifying Transaction, each class of Common Shares may be issued and valued at a price equal to $25.00 per share. To establish the purchase price for the initial Qualifying Transaction and for all periods thereafter, NAV per Share for each Class of Common Shares will be calculated monthly by FTI Consulting, Inc. (“FTI”), and such calculation will be reviewed and confirmed by the Adviser. Pursuant to our valuation services agreement with each Independent Valuation Adviser, the Adviser receives monthly valuation reports from the Independent Valuation Adviser. Using these reports, the Adviser renders a final combined valuation of our assets and liabilities in order for FTI to calculate the NAV per Share for each Class of Common Shares.

We have agreed to pay fees to the Independent Valuation Adviser upon their delivery of valuation reports. We also agreed to indemnify the Independent Valuation Adviser against certain liabilities arising out of these engagements. The compensation paid to the Independent Valuation Adviser will not be based on the estimated values of our assets.

Our Independent Valuation Adviser is expected to continue to provide valuation advisory services to Invesco and its affiliates and have received, and are expected to continue to receive, fees in connection with such services. The Independent Valuation Adviser and its affiliates will from time to time perform other commercial real estate and financial advisory services for Invesco and its affiliates, or in transactions related to collateral that

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is a component of the subjects of the valuations being performed for us, or otherwise, so long as such other services do not adversely affect the independence of the Independent Valuation Adviser as certified in the applicable appraisal or valuation report.

Assets

Valuation of Credit Assets

The fair market value of the Credit Assets will be determined by Chatham. Newly originated or acquired Credit Assets will initially be valued at par in the month that they are closed, which is expected to represent fair value at that time. Chatham will prepare monthly valuations of our Credit Assets. For each month after the initial month in which a Credit Asset is closed, Chatham will value each Credit Asset at fair market value. Valuations of Credit Assets reflect changes in interest rates, spreads, loan tests and metrics, risk ratings, and anticipated liquidation timing and proceeds, among others. The fair value is determined by discounting the future contractual cash flows to the present value using a current market interest rate or spread. The market rate is determined through consideration of the interest rates for debt of comparable quality and maturity, and the value of the underlying real estate investment.

Each valuation report prepared by Chatham is addressed solely to us. Chatham’s valuation reports are not addressed to the public and may not be relied upon by any other person to establish an estimated value of Shares and do not constitute a recommendation to any person to purchase or sell Shares. In preparing its reports, Chatham will not solicit third-party indications of interest for Shares in connection with possible purchases thereof or the acquisition of all or any part of our company.

Valuation of Collateral

An appraisal will be completed by an outside third-party appraisal firm prior to the closing of each transaction and will be utilized for the first year’s reporting period thereafter. Subsequently, for each transaction Capright will appraise the collateral each year thereafter. Valuations of collateral reflect changes in property value based on comparable trades, occupancy, expirations, discounted cash flows, and anticipated liquidation timing and proceeds, among others. The Adviser may choose to obtain an interim period appraisal if a material event occurs and impacts the collateral.

Each valuation report prepared by Capright will be addressed solely to us, but provided to Chatham for consideration in the valuation of Credit Assets. Capright’s valuation reports are not addressed to the public and may not be relied upon by any other person to establish an estimated value of our collateral.

Valuation of Real Estate Owned Properties

In the event we pursue ownership interest in the underlying collateral on a defaulted loan, then the asset will become REO. REO properties will initially be valued at fair value less closing costs, at the time of acquisition. Thereafter, the REO properties will be valued by our appraiser periodically, as needed. Property-level valuations reflect changes in property value based on comparable trades, occupancy, expirations, discounted cash flows, and anticipated liquidation timing and proceeds, among others.

Each valuation report prepared by the appraiser is addressed solely to us. Any appraiser’s valuation report is not addressed to the public and may not be relied upon by any other person to establish the value of the property.

Valuation of Other Real Estate-Related Assets

Our investments in real estate-related assets will focus on non-distressed public and private real estate-related debt securities, including, but not limited to, CMBS, corporate bonds, mortgage loans, mezzanine and

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other forms of debt, mezzanine and preferred equity. In general, real estate-related assets are valued by the Adviser according to the procedures specified below upon acquisition or issuance and then monthly. Interim valuations of real estate-related assets that are valued monthly may be performed if the Adviser believes the value of the applicable asset may have changed materially since the most recent valuation. In addition, the Board may retain additional independent valuation firms to assist with the valuation of real estate-related assets.

Publicly Traded Real Estate-Related Assets

Publicly traded real-estate related assets that are not restricted as to salability or transferability will generally be valued by the Adviser monthly on the basis of publicly available market quotations or at fair value determined in accordance with U.S. GAAP. Market quotations may be obtained from third-party pricing service providers or broker-dealers. When reliable market quotations are available from multiple sources, the Adviser will use commercially reasonable efforts to use two or more quotations and will value the assets based on the average of the quotations obtained. U.S. GAAP defines fair value as the price that would be received to sell an asset or be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. If market quotations are not readily available (or are otherwise not reliable for a particular investment), the fair value will be determined in good faith by the Adviser. The Adviser may adjust the value of public debt and equity real estate-related assets and derivatives that are restricted as to salability or transferability for a liquidity discount. In determining the amount of such discount, consideration is given to the nature and length of such restriction and the relative volatility of the market price of the security.

Private Real Estate-Related Assets

Investments in privately placed debt instruments and securities of real estate-related operating businesses (other than joint ventures), such as real estate development or management companies, will initially be valued by the Adviser at the acquisition price and thereafter will be revalued at least monthly at fair value. The fair value of real-estate related operating businesses is generally determined by using valuation methodologies such as discounted cash flow and market comparable analysis. The valuation analysis is supplemented with a qualitative assessment of the operating businesses’ operating metrics such as sales growth, revenue traction, margin, key account wins and stability of executives. In evaluating the fair value of our interests in certain commingled investment vehicles, values periodically assigned to such interests by the respective issuers or broker-dealers may be relied upon.

Valuation of Derivative Instruments

In the ordinary course of business, we may hedge interest rate and foreign currency exposure with derivative financial instruments. We report our derivative assets and liabilities at fair value as determined by an independent pricing service. We generally obtain one price per instrument from our primary pricing service. If the primary pricing service cannot provide a price, we will seek a value from other pricing services. The pricing service values bilateral interest rate swaps and interest rate caps under the income approach using valuation models. The significant inputs in these models are readily available in public markets or can be derived from observable market transactions for substantially the full terms of the contracts. The pricing service values currency forward contracts under the market approach through the use of quoted market prices available in an active market.

Valuation of Liquid Non-Real Estate-Related Assets

Liquid non-real estate-related assets include credit rated government debt securities, corporate debt securities, cash and cash equivalents. Liquid non-real estate-related assets will be valued monthly by the Adviser based on market quotations or at fair value determined in accordance with U.S. GAAP.

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Liabilities

Valuation of Facilities

The fair market value of facilities, or the sum of our portfolio-level financing arrangements and Company-Level Facilities, will be determined by Chatham, the facilities valuation advisor, selected by the Adviser and approved by the Board, including a majority of independent directors. Chatham will prepare monthly valuations of each Facility, which will be used in calculating NAV. New facilities will initially be valued at par, which is expected to represent fair value at that time. Thereafter, Chatham will prepare monthly valuations of the facilities that will be used in calculating NAV. Any changes to the fair value of facilities are expected to reflect changes including interest rates, spreads, and key loan metrics and tests utilizing the collateral value and cash flows, including the estimated liquidation timing and proceeds.

Each valuation report prepared by Chatham is addressed solely to us. Chatham’s valuation reports are not addressed to the public and may not be relied upon by any other person to establish value of the facilities that will be used in calculating NAV.

The Board has delegated to the Adviser the responsibility for monitoring significant events that may materially affect the values of our facilities for determining whether the existing valuations should be re-evaluated prior to the next scheduled monthly valuation in light of such significant events.

Valuation of Securitized Credit Assets

The fair value of any collateralized financing assets and securitized liabilities will generally be measured using the more observable of the fair value of the securitized assets and liabilities using the Valuation Guidelines discussed above.

Review of and Changes to Our Valuation Guidelines

Our Independent Valuation Adviser will review the valuation guidelines and methodologies with the Adviser and the Board at least annually. From time to time, the Board, including a majority of our independent directors, may adopt changes to the valuation guidelines if it (1) determines that such changes are likely to result in a more accurate reflection of NAV or a more efficient or less costly procedure for the determination of NAV without having a material adverse effect on the accuracy of such determination or (2) otherwise reasonably believes a change is appropriate for the determination of NAV. Any changes to our valuation guidelines require the approval of the Board, including a majority of independent directors.

NAV and NAV per Share Calculation

NAV for the Common Shares, and any other Class of common stock that we may elect to issue in the future, will be calculated by FTI. The Board, including a majority of independent directors, may replace FTI with another party, including the Adviser, if it is deemed appropriate to do so. The Adviser is responsible for reviewing and confirming the NAV and overseeing the process around the calculation of the NAV, in each case, as performed by FTI.

Each Class will have an undivided interest in our assets and liabilities, other than Class-specific stockholder servicing fees and management fees. In accordance with the valuation guidelines, FTI will calculate our NAV per Share for each Class as of the last calendar day of each month, including the estimated fair value of (1) Credit Assets and Debt Securities owned by us and (2) any other assets and liabilities. Because stockholder servicing fees allocable to a specific Class of Shares will only be included in the NAV calculation for that Class, the NAV per Share for our Share Classes may differ.

The monthly NAV for each Class of Common Shares will be based on the net asset values of our investments, the addition of any other assets (such as cash on hand), and the deduction of Facilities and any other

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liabilities (including accrued performance fees and the deduction of any stockholder servicing fees specifically applicable to such Class of Shares). At the end of each month, before taking into consideration repurchases or Class-specific expense accruals for that month, any change in our aggregate NAV (whether an increase or decrease) is allocated among each Class of Common Shares based on each Class’s relative percentage of the previous aggregate NAV plus issuances of Shares that were effective on the first calendar day of such month. The NAV calculation is available generally within 15 calendar days after the end of the applicable month. Changes in monthly NAV includes, without limitation, accruals of our net portfolio income, interest expense, the Management Fees, Performance Fees, distributions, unrealized/realized gains and losses on assets, any applicable organization and offering expenses and any expense reimbursements. Changes in monthly NAV also includes material non-recurring events, such as capital expenditures occurring during the month. On an ongoing basis, the Adviser will adjust the accruals to reflect actual operating results and the outstanding receivable, payable and other account balances resulting from the accumulation of monthly accruals for which financial information is available. The operating expenses and organizational and offering expenses which are advanced by the Adviser to be reimbursed by us will not be included in such calculations until reimbursed to the Adviser.

The Adviser has agreed to advance all organization and offering expenses on our behalf (other than upfront selling commissions and stockholder servicing fees) through the Organization and Offering Expense Commencement Date. We will reimburse the Adviser for all such advanced costs and expenses ratably over the 60 months following the Organization and Offering Expense Commencement Date. For purposes of calculating our NAV, the organization and offering expenses paid by the Adviser through the Organization and Offering Expense Commencement Date will not be deducted as an expense until reimbursed by the Company (however such expenses may be amortized in order to mitigate these effects). After the Offering Expense Commence Date, we will reimburse the Adviser for any offering expenses that it incurs on behalf of us as and when incurred (or promptly thereafter).

Following the aggregation of the net asset values of our investments, the addition of any other assets (such as cash on hand) and the deduction of any other liabilities, FTI incorporates any Class-specific adjustments to NAV, including additional issuances and repurchases of common stock and accruals of Class-specific stockholder servicing fees. The declaration of distributions will reduce the NAV for each Class of our common stock in an amount equal to the accrual of our liability to pay any such distribution to our stockholders of record of each Class. NAV per Share for each Class of common stock is calculated by dividing such Class’s NAV at the end of each month by the number of Shares outstanding for that Class at the end of such month.

Relationship between NAV and a Share’s Transaction Price

Our transaction price for any elected repurchases by us generally will equal the prior month’s NAV per Share. The transaction price will be the price at which we repurchase the Common Shares and the price at which we offer the Common Shares during the Continuous Offering and distribution reinvestment plan, if applicable. Although the transaction price will generally be based on the prior month’s NAV per Share, such prior month’s NAV may be significantly different from the current NAV per Share as of the date on which a stockholder’s purchase or repurchase occurs.

In addition, we may offer Common Shares based on a transaction price that we believe reflects the NAV per Share more appropriately than the prior month’s NAV per Share (including by updating a previously disclosed offering price) or suspend the offering and distribution reinvestment plan or the Share Repurchase Plan in cases where we believe there has been a material change (positive or negative) to our NAV per Share since the end of the prior month. In cases where the transaction price is not based on the prior month’s NAV per Share, the offering price and repurchase price will not equal the NAV per Share as of any time.

Limits on the Calculation of NAV per Share

The overarching principle of our valuation guidelines is to seek to produce reasonable estimated values for each of our investments (and other assets and liabilities), or the price that would be received for that investment

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in orderly transactions between market participants. Any resulting potential disparity in our NAV per Share may be in favor or to the detriment of existing stockholders whose Common Shares are repurchased, or new purchasers of the Common Shares, as the case may be, depending on the circumstances at the time (for cases in which our transaction price is based on NAV).

Additionally, while the methodologies contained in our valuation guidelines are designed to operate reliably within a wide variety of circumstances, it is possible that in certain unanticipated situations or after the occurrence of certain extraordinary events (such as a significant disruption in relevant markets, a terrorist attack or an act of nature), the ability to calculate NAV may be impaired or delayed, including, circumstances where there is a delay in accessing or receiving information from vendors or other reporting agents upon which we may rely in determining the monthly value of our NAV. In these circumstances, a more accurate valuation of the NAV could be obtained by using different assumptions or methodologies. Accordingly, in special situations when, in the Adviser’s reasonable judgment, the administration of the valuation guidelines would result in a valuation that does not represent a fair and accurate estimate of the value of our investment, alternative methodologies may be applied, provided that the Adviser shall notify the Board at the next scheduled board meeting of any alternative methodologies utilized and their impact on the overall valuation of our investments. Notwithstanding the foregoing, the Board may suspend the Continuous Offering and distribution reinvestment plan or our Share Repurchase Plan if it determines that the calculation of NAV is materially incorrect or unreliable or there is a condition that restricts the valuation of a material portion of our assets.

We include no discounts to our NAV for the illiquid nature of the Common Shares, including the limitations on stockholders’ ability to sell Common Shares under our Share Repurchase Plan and our ability to suspend or terminate our Share Repurchase Plan at any time. Our NAV generally does not consider exit costs (e.g., selling costs and commissions and debt prepayment penalties related to the sale of a property) that would likely be incurred if our assets and liabilities were liquidated or sold. While we may use market pricing concepts to value individual components of NAV, NAV per Share is not derived from the market pricing information of open-end real estate debt funds listed on stock exchanges.

NAV per Share does not represent the amount of our assets less our liabilities in accordance with U.S. GAAP. We do not represent, warrant or guarantee that:

• a stockholder would be able to realize the NAV per Share for the Shares a stockholder owns if the stockholder attempts to sell its Shares;

• a stockholder would ultimately realize distributions per Share equal to the NAV per Share upon liquidation of our assets and settlement of our liabilities or a sale of us;

• Shares of our common stock would trade at their NAV per share on a national securities exchange;

• a third party would offer the NAV per Share for Shares in an arm’s-length transaction to purchase all or substantially all of the Shares; and/or

• the NAV per Share would equate to a market price of an open-ended real estate debt fund.

Item 10. Recent Sales of Unregistered Securities

Private Placement Offerings

We are engaging in the continuous, unlimited private placement offering of our common stock to “accredited investors” (as defined in Rule 501 promulgated pursuant to the Securities Act) (the “Continuous Offering”) pursuant to exemptions provided by Section 4(a)(2) of the Securities Act and applicable state securities laws. The Continuous Offering will be made pursuant to separate confidential private placement memorandums.

As of the date of the Registration Statement, there have been no purchases under the Continuous Offering.

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Subscription Agreement

We entered into the Invesco Subscription Agreement with Invesco Realty, Inc., an affiliate of the Adviser on March 23, 2023. Under the Invesco Subscription Agreement, as amended by the Second Amendment, Invesco Realty, Inc. agreed to purchase an aggregate of $150 million of our common shares in one or more closings on or prior to March 23, 2028.

We entered into an Amendment to the Invesco Subscription Agreement on August 11, 2023. Under the Amendment, Invesco Realty, Inc. agreed to purchase an additional aggregate of $150 million of Shares of any class in one or more closings, as needed to avoid triggering any concentration limit imposed by a third party in connection with its distribution or placement of shares of the Company. The availability of the additional commitment of Invesco Realty, Inc. will be determined by us on a monthly basis.

We entered into a Second Amendment to the Invesco Subscription Agreement, on August 23, 2023. The Second Amendment added the Class S-1 Shares and each other class of common shares that may be authorized by us in the future as Shares that may be issued in connection with the initial Invesco Realty, Inc. subscription and further provided that the initial subscription may be allocated between or among classes of our common shares as determined by us.

The aggregate offering proceeds to date from the Invesco Subscription Agreement is $40,000 from the sale of approximately 400 Shares each of Class S, Class D, Class I and Class E purchased on May 2, 2023 and $15,300,00 from the sale of 612,000 Common Shares, allocated among Class S, Class D, Class I and Class E, purchased on July 25, 2023, made in a private offering pursuant to Section 4(a)(2) of the Securities Act and applicable state securities laws.

The Stapled Units Offering

We entered into an Engagement Letter with REIT Investment Group, LLC (“RIG”) and a Selling Agreement with RIG’s affiliate, Iroquois Capital Advisors, LLC, to offer and sell Stapled Units to “accredited investors.” A “Stapled Unit” means a unit consisting of one share of each of the Series A Preferred Stock, Class D Share, Class I Share and Class S Share. The Stapled Units were offered on a “best efforts 105 units or none” basis through Iroquois Capital Advisors, LLC. We paid RIG aggregate fees of $17,000 plus reimbursement of certain expenses.

The shares in each Stapled Unit are inseparable and were required to be purchased together as a unit. Once purchased, the shares in each Stapled Unit remain inseparable until redemption by us and can only be transferred or assigned by a holder of a Stapled Unit as a unit. The holders of Stapled Units are not permitted to participate in our share repurchase plan. The purpose of the Stapled Units offering was to ensure we meet certain minimum holder requirements applicable to the Company under the Code and to enable the Company to qualify for an exception to holding “plan assets” under ERISA.

We issued 111 Stapled Units, at a price of $1,075 per unit, in an unregistered private offering under Section 4(A)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated by the SEC under the Securities Act on June 17, 2023.

The aggregate offering proceeds of the Stapled Units offering were approximately $119,000 and we received net offering proceeds of approximately $107,000 after issuance costs.

Share Repurchase Plan

The Company adopted a Share Repurchase Plan, which is currently in effect, whereby stockholders may request, on a monthly basis, that we repurchase all or any portion of their Shares of any class, subject to the terms

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and conditions of the Share Repurchase Plan. We are not obligated to repurchase any Shares pursuant to the Share Repurchase Plan and may choose to repurchase only some, or even none, of the Shares that have been requested to be repurchased in any particular month in the Company’s discretion. In addition, our ability to fulfill repurchase requests are subject to a number of limitations. As a result, Share repurchases may not be available each month. Under the Company’s Share Repurchase Plan, to the extent the Company chooses to repurchase Shares in any month, the Company will only repurchase Shares as of the opening of the last calendar day of that month (each such date, a “Repurchase Date”). Repurchases initially and currently will be made at a price equal to $25.00 per share. Our transaction price for any elected repurchases by us generally will equal the prior month’s NAV per share, except that Shares that have not been outstanding for at least one year will be repurchased at 95% of the transaction price (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective Repurchase Date. The Early Repurchase Deduction may be waived by the Board in the case of certain repurchase requests arising from the death, divorce or qualified disability of the holder or in the event of a key person triggering event. A key person triggering event occurs when five or more of Scott Dennis, Beth Zayicek, Lee Phegley, Bert Crouch, Charlie Rose and Greg Kraus (collectively, the “Key Persons”) are no longer actively involved in the business and activities of our sponsor, or are otherwise unable or unwilling to exercise the authority and discharge those day-to-day management responsibilities with respect to our sponsor as are currently exercised and discharged by persons, and none of our sponsor, Invesco Real Estate, or the Company has appointed one or more replacements who will fulfill substantially all of the duties of one of such Key Persons within 90 days from the date such inactivity began (meaning, for the sake of clarity, that one Key Person’s responsibilities may remain unfilled for longer than 90 days).

To have Shares repurchased, a stockholder’s repurchase request and required documentation must be received in good order by 4:00 p.m. (Eastern time) on the second to last business day of the applicable month. Settlements of Share repurchases will be made within three business days of the Repurchase Date. A stockholder may withdraw its repurchase request by notifying the transfer agent before 4:00 p.m. (Eastern time) on the last business day of the applicable month.

The total amount of shares that we will repurchase under our share repurchase program is limited, in any calendar month, to no more than 2% of our aggregate NAV (measured using the aggregate NAV as of the end of the immediately preceding month) and, in any calendar quarter, to no more than 5% of our aggregate NAV (measured using the average aggregate NAV at the end of the immediately preceding three months). If the Company determines to repurchase some but not all of the Shares submitted for repurchase during any month, Shares repurchased at the end of the month will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the Share Repurchase Plan, as applicable.

We expect the vast majority of the Company’s assets will consist of assets that cannot be liquidated quickly. Therefore, the Company may not always have sufficient liquid resources to satisfy repurchase requests. The Company may fund repurchase requests from sources other than cash flow from operations, including, without limitation, loan repayments, borrowings, return of capital or offering proceeds (including from sales of Shares), and the Company has no limits on the amounts we may pay from such sources. Should repurchase requests place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company as a whole, or should the Company otherwise determine that investing the Company’s liquid assets in illiquid investments rather than repurchasing the Shares is in the best interests of the Company as a whole, then the Company may choose to repurchase fewer Shares than have been requested to be repurchased, or none at all. Further, the Board may modify or suspend our Share Repurchase Plan if it deems such action to be in the Company’s best interest and the best interest of our stockholders. If the Share transaction price for the applicable month is not made available by the tenth calendar day prior to the last calendar day of the month (or is changed after such date), then no repurchase requests will be accepted for such month and stockholders who wish to have their Shares repurchased the following month must resubmit their repurchase requests.

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Item 11. Description of Registrant’s Securities to Be Registered

Under our Charter, we have authority to issue a total of 3,050,000,000 Shares. Of the total Shares authorized, 3,000,000,00 Shares are classified as common stock with a par value of $0.01 per share, 500,000,000 of which are classified as Class S Shares, 500,000,000 of which are classified as Class S-1 Shares, 500,000,000 of which are classified as Class D Shares, 500,000,000 of which are classified as Class I Shares and 500,000,000 of which are classified as Class E Shares, and 50,000,000 Shares are classified as preferred stock with a par value of $0.01 per share. In addition, the Board may amend our Charter from time to time, without stockholder approval, to increase or decrease the aggregate number of Shares or the number of Shares of any Class or series that we have authority to issue.

Common Stock

Subject to the restrictions on ownership and transfer of stock set forth in our Charter and except as may otherwise be specified in our Charter, the holders of Common Shares are entitled to one vote per share on all matters upon which stockholders are entitled to vote pursuant to our Charter and applicable law, including election of our directors. The holders of Common Shares vote together as a single Class on all actions to be taken by the stockholders; provided, however, that with respect to (1) any amendment of our Charter that would materially and adversely affect the rights, preferences and privileges of only a particular Class of common stock, (2) any matter submitted to stockholders that relates solely to a particular Class of common stock or (3) any matter submitted to stockholders in which the interests of a particular Class of common stock differs from the interests of all other Classes of common stock, only the affirmative vote of the holders of a majority of such affected Class of common stock, with no other Class of common stock voting except such affected Class of common stock voting as a separate Class, will be required.

Our Charter does not provide for cumulative voting in the election of our directors. Therefore, the holders of a majority of the outstanding Common Shares can elect our entire Board. Subject to any preferential rights of any outstanding Class or series of Shares and to the provisions in our Charter regarding the restriction on ownership and transfer of Shares, the holders of Shares are entitled to such distributions as may be authorized from time to time by the Board and declared by us out of legally available funds and, upon liquidation, are entitled to receive all assets available for distribution to our stockholders. Holders of Common Shares will not have preemptive rights, meaning that our stockholders will not have an automatic option to purchase any new Shares that we issue.

Our Charter also contains a provision permitting the Board, without any action by our stockholders, to classify or reclassify any unissued Shares into one or more Classes or series by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms or conditions of redemption of any new Class or series of shares.

We will not issue certificates for our shares. Shares will be held in “uncertificated” form, which will eliminate the physical handling and safekeeping responsibilities inherent in owning transferable stock certificates and eliminate the need to return a duly executed stock certificate to effect a transfer. SS&C GIDS, Inc. acts as our registrar and as the transfer agent for our Common Shares. Transfers can be effected by mailing to our transfer agent a transfer and assignment form, which we will provide to our stockholders at no charge upon written request.

Class S, S-1, D, I and E Shares

We currently offer Class S, Class D, Class I and Class E Shares via the Continuous Offering to “accredited investors” (as defined in Rule 501 promulgated pursuant to the Securities Act), for an indefinite period. Shares issued in any other offerings may have class-specific changes and different management fees than the Shares sold in the Continuous Offering.

The differences among the Classes of common stock relate to upfront selling commissions and ongoing stockholder servicing fees, as well as management and performance fees. No upfront selling commissions, dealer

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manager fees or stockholder servicing fees are paid with respect to Class I Shares and Class E Shares. Annual stockholder servicing fees are paid with respect to Class S Shares, Class S-1 Shares and Class D Shares. Eligibility for a broker-dealer to receive the stockholder servicing fee is conditioned upon a broker-dealer providing certain services with respect to Class S Shares, Class S-1 Shares or Class D Shares, including assistance with recordkeeping, answering investor inquiries, helping investors understand their investments and assistance with share repurchase requests. We pay the Adviser a monthly management fee equal to 1.0% per annum of NAV with respect to our Class S Shares, Class S-1 Shares, Class D Shares and Class I Shares. Further, the Company will not pay a performance fee to the Adviser with respect to Class E Shares.

Assuming a value per Share of $25.00 and assuming applicable stockholder servicing fees are paid until the 8.75% of gross proceeds limit is reached, other than with respect to the Class S-1 Shares, we expect that a one-time investment in 1,000 Shares of each class of our Shares (representing an aggregate net asset value of $25,000 for each class) would be subject to the following upfront selling commissions and stockholder servicing fees:

	Upfront Selling Commissions		Dealer Manager Fees		Annual Stockholder Servicing Fees		Maximum Stockholder Servicing Fees Over Life of Investment (Length of Time)		Total (Length of Time)
Class S	$	875	$	0	$	212.5	$	1,389 (7 years)	$	2,264 (7 years)
Class S-1	$	875	$	0	$	212.5		n/a		n/a
Class D	$	375	$	0	$	62.5	$	1,845 (30 years)	$	2,220 (30 years)
Class I	$	0	$	0	$	0	$	0	$	0
Class E	$	0	$	0	$	0	$	0	$	0

For stockholders who participate in the distribution reinvestment plan, the cash distributions attributable to the Common Shares will be automatically invested in Common Shares of the corresponding Class (Class S, Class S-1, Class D, Class I or Class E respectively).

Conversion of Common Stock

We are structured as a non-exchange traded, perpetual-life REIT, and therefore the Common Shares are not listed on a national exchange, and as of the date of this Registration Statement there is no plan to list the Common Shares on a national exchange. While the Shares are not currently listed on a national exchange, we may list the Common Shares on a national stock exchange at some point in the future upon Board action and without a stockholder vote and upon the listing, shares of common stock not so listed will convert into a number of Shares of the common stock that is listed equal to a prescribed formula and subject to certain requirements.

In addition, each Class S Share, Class D Share and Class E Share held in a stockholder’s account will automatically and without any action on the part of the holder thereof convert into a number of Class I Shares with an equivalent NAV on the earliest of (a) our merger or consolidation with or into another entity or the sale or other disposition of all or substantially all of our assets, in each case in a transaction in which the stockholders receive cash or securities listed on a national securities exchange, and (b) the end of the month in which the dealer manager for the offering in which Shares were purchased in conjunction with our transfer agent determines that total selling commissions and stockholder servicing fees paid with respect to the Shares held by such stockholder within such account would exceed, in the aggregate, 8.75% (or such other percentage not exceeding 10% as determined by the Board and disclosed by us in a press release reported by a widely circulated news or wire service or in a document publicly filed by us with the SEC pursuant to the Exchange Act) of the sum of the gross proceeds from the sale of such Shares and the aggregate proceeds of any Shares issued under our distribution reinvestment plan upon the reinvestment of the distributions paid with respect to such Shares or with respect to any Shares issued under the distribution reinvestment plan directly or indirectly attributable to such Shares. Each Class S-1 Share held in a stockholder’s account will automatically and without any action on the part of the holder thereof convert into a number of Class I Shares with an equivalent NAV on date of our

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merger or consolidation with or into another entity or the sale or other disposition of all or substantially all of our assets, in each case in a transaction in which the stockholders receive cash or securities listed on a national securities exchange.

Preferred Stock

Our Charter authorizes the Board to designate and issue one or more Classes or series of preferred stock without stockholder approval, and to establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms or conditions of redemption of each Class or series of preferred stock so issued. Because the Board has the power to establish the preferences and rights of each Class or series of preferred stock, it may afford the holders of any series or Class of preferred stock preferences, powers and rights senior to the rights of holders of the Common Shares.

For example, the Board already authorized and the Company subsequently issued Series A Preferred Stock, which with respect to distribution and redemption rights and rights upon liquidation, dissolution or winding up rank senior to the Common Shares.

Meetings and Special Voting Requirements

An annual meeting of the stockholders will be held each year. Special meetings of stockholders may be called only upon the request of a majority of the Board, a majority of our independent directors or our chief executive officer, president or chairperson of the Board, and must be called by our secretary to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast a majority of all the votes entitled to be cast on such matter at the meeting. Upon receipt of a written request stating the purpose of any such special meeting and the matters proposed to be acted on at such meeting and the satisfaction of certain procedural requirements set forth in the Bylaws, our secretary will provide a written notice to our stockholders not less than ten and not more than 90 days before the meeting. The presence either in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting on any matter will constitute a quorum. Generally, the affirmative vote of a majority of all votes cast is necessary to take stockholder action, except as described in the next paragraph and except that a plurality of the votes cast at a duly called meeting at which a quorum is present is sufficient to elect a director.

Under the MGCL, we generally cannot (1) amend our Charter, (2) dissolve, or (3) merge, consolidate, convert, engage in a statutory share exchange or sell all or substantially all of our assets unless the action is advised by our Board and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. A Maryland corporation may provide in its charter for approval of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. As permitted by Maryland law, except for amendments to the provisions of our Charter relating to the removal of directors and the vote required to amend certain provisions, which must be approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter, the vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve any such action. Stockholders are not entitled to exercise any of the rights of an objecting stockholder provided for in Title 3, Subtitle 2 of the MGCL unless the Board determines that such rights apply, with respect to all or any Classes or series of stock, to one or more transactions occurring after the date of the determination in connection with which stockholders would otherwise be entitled to exercise such rights. Pursuant to our Charter and Bylaws, stockholders have the power to remove a director from the Board. Directors may be removed only for cause, and then only by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of directors.

Restrictions on Ownership and Transfer

Our Charter contains restrictions on the number of Shares that a person or group may own. No person or group may acquire or hold, directly or indirectly through application of constructive ownership rules, (i) in

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excess of 9.9% in value or number of Shares, whichever is more restrictive, of our outstanding common stock; or (ii) 9.9% in value or number of Common Shares, whichever is more restrictive, of our outstanding Shares of all Classes or series (including any preferred shares) unless they receive an exemption from the Board.

Subject to certain limitations, the Board, in its sole discretion, may exempt a person prospectively or retroactively from, or modify, these limits, subject to such terms, conditions, representations and undertakings as it may determine or our Charter may require. The Board may grant limited exemptions to certain persons who directly or indirectly own Shares, including directors, officers and stockholders controlled by them or trusts for the benefit of their families.

Our Charter further prohibits any person from beneficially or constructively owning Shares that would result in our being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT and any person from transferring Shares if the transfer would result in Shares being beneficially owned by fewer than 100 persons. Any person who acquires or intends to acquire Shares that may violate any of these restrictions, or who is the intended transferee of Shares which are transferred to the trust, as described below, is required to give us immediate written notice, or in the case of a proposed or attempted transaction, give at least 15 days prior written notice, and provide us with such information as we may request in order to determine the effect of the transfer on our status as a REIT. The above restrictions will not apply if the Board determines that it is no longer in our best interests to continue to qualify as a REIT or that compliance with such restrictions is no longer required for us to qualify as a REIT.

Any attempted transfer of Shares which, if effective, would result in violation of the above limitations, except for a transfer which results in Shares being beneficially owned by fewer than 100 persons (in which case such transfer will be void and of no force and effect and the intended transferee will acquire no rights in such Shares) will result in the number of Shares causing the violation, rounded up to the nearest whole Share, being automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries designated by us and the proposed transferee will not acquire any rights in the Shares. The automatic transfer will be deemed to be effective as of the close of business on the business day, as defined in our Charter, prior to the date of the transfer. Shares held in the trust will be issued and outstanding Shares. The proposed transferee will not benefit economically from ownership of any Shares held in the trust, will have no rights to dividends and no rights to vote or other rights attributable to the Shares held in the trust. The trustee of the trust will have all voting rights and rights to dividends or other distributions with respect to Shares held in the trust. These rights will be exercised for the exclusive benefit of the charitable beneficiaries. Any dividend or other distribution paid prior to our discovery that Shares have been transferred to the trust will be paid by the recipient to the trustee upon demand. Any dividend or other distribution authorized but unpaid will be paid when due to the trustee. Any dividend or distribution paid to the trustee will be held in trust for the charitable beneficiaries. Subject to Maryland law, the trustee will have the authority to rescind as void any vote cast by the proposed transferee prior to our discovery that the Shares have been transferred to the trust and to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiaries. However, if we have already taken irreversible corporate action, then the trustee will not have the authority to rescind and recast the vote.

Within 20 days of receiving notice from us that Shares have been transferred to the trust, the trustee will sell the Shares to a person designated by the trustee, whose ownership of the Shares will not violate the above ownership limitations. Upon the sale, the interest of the charitable beneficiaries in the Shares sold will terminate and the trustee will distribute the net proceeds of the sale to the proposed transferee and to the charitable beneficiaries as follows. The proposed transferee will receive the lesser of (1) the price paid by the proposed transferee for the Shares or, if the proposed transferee did not give value for the Shares in connection with the event causing the Shares to be held in the trust, such as a gift, devise or other similar transaction, the NAV per Share on the day of the event causing the Shares to be held in the trust and (2) the price per share received by the trustee from the sale or other disposition of the Shares. The trustee may reduce the amount payable to the proposed transferee by the amount of dividends and other distributions which have been paid to the proposed transferee and are owed by the proposed transferee to the trustee. Any net sale proceeds in excess of the amount

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payable per share to the proposed transferee will be paid immediately to the charitable beneficiaries. If, prior to our discovery that Shares have been transferred to the trust, the Shares are sold by the proposed transferee, then the Shares will be deemed to have been sold on behalf of the trust and, to the extent that the proposed transferee received an amount for the Shares that exceeds the amount such proposed transferee was entitled to receive, the excess will be paid to the trustee upon demand.

In addition, Shares held in the trust will be deemed to have been offered for sale to us, or our designee, at a price per share equal to the lesser of (1) the price per share in the transaction that resulted in the transfer to the trust, or, in the case of a devise or gift, the NAV per Share at the time of the devise or gift and (2) the NAV per Share on the date we, or our designee, accept the offer. We will have the right to accept the offer until the trustee has sold the Shares. Upon a sale to us, the interest of the charitable beneficiaries in the Shares sold will terminate and the trustee will distribute the net proceeds of the sale to the proposed transferee. We may reduce the amount payable to the proposed transferee by the amount of dividends and other distributions which have been paid to the proposed transferee and are owed by the proposed transferee to the trustee. We may pay the amount of such reduction to the trustee for the benefit of the charitable beneficiaries.

If the transfer to the trust as described above is not automatically effective for any reason to prevent violation of the above limitations or our failing to qualify as a REIT, then the transfer of the number of Shares that otherwise cause any person to violate the above limitations will be void and the intended transferee will acquire no rights in such Shares.

All certificates, if any, representing Shares issued in the future will bear a legend referring to the restrictions described above.

Every owner of more than 5% of the outstanding Shares during any taxable year, or such lower percentage as required by the Code or the regulations promulgated thereunder or as otherwise required by the Board, within 30 days after the end of each taxable year, is required to give us written notice, stating his or her name and address, the number of Shares of each Class and series of our stock which he or she beneficially owns and a description of the manner in which the Shares are held. Each such owner will provide us with such additional information as we may request in order to determine the effect, if any, of its beneficial ownership on our status as a REIT and to allow us to evaluate its compliance with the ownership limits. In addition, each stockholder will, upon demand, be required to provide us with such information as we may request in good faith in order to determine our status as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance.

Distributions

We intend to declare distributions to all Classes of common stock based on record dates established by the Board and to pay such distributions on a monthly basis. We plan to commence declaring distributions in August 2023. Any distributions we make are at the discretion of the Board, considering factors such as earnings, cash flow, capital needs and general financial condition and the requirements of Maryland law. As a result, distribution rates and payment frequency may vary from time to time. Stockholders will not be entitled to receive a distribution if Shares are repurchased prior to the applicable time of the record date.

Under the MGCL, the Board may delegate to a committee of directors the power to fix the amount and other terms of a distribution. In addition, if the Board gives general authorization for a distribution and provides for or establishes a method or procedure for determining the maximum amount of the distribution, the Board may delegate to one or more of our officers the power, in accordance with the general authorization, to fix the amount and other terms of the distribution.

The Board’s discretion as to the payment of distributions will be directed, in substantial part, by its determination to cause us to comply with the REIT requirements. To qualify as a REIT, we are required to pay

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distributions sufficient to satisfy the requirements for qualification as a REIT for tax purposes. We intend to distribute sufficient income so that we satisfy the requirements for qualification as a REIT. To qualify as a REIT, we are required to distribute 90% of our annual REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains, to our stockholders. Generally, income distributed to stockholders will not be taxable to us under the Code if we qualify to be taxed as a REIT.

The per Share amount of distributions on Class S, Class S-1, Class D, Class I and Class E Shares may differ because of different class-specific stockholder servicing fees that are deducted from the gross distributions for each Share class. Specifically, distributions on Class S Shares and Class S-1 Shares generally will be lower than distributions on Class D Shares, because we are required to pay higher ongoing stockholder servicing fees with respect to the Class S and Class S-1 Shares. Class I Shares and Class E Shares will not have any ongoing stockholder servicing fees.

There is no assurance that we will pay distributions in any particular amount, if at all. We may fund any distributions from sources other than cash flow from operations, including, without limitation, loan repayments, borrowings, return of capital or offering proceeds (including from sales of common stock), and we have no limits on the amounts we may pay from such sources. The extent to which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in the distribution reinvestment plan, the extent to which the Adviser elects to receive its Management Fee or Performance Fee in Common Shares, and how quickly we invest the proceeds from this and any future offering and the performance of our originations and investments. Funding distributions from loan repayments, borrowings, return of capital or proceeds of the Continuous Offering will result in us having less funds available to acquire investments. As a result, the return the stockholders realize on their investment may be reduced. Doing so may also negatively impact our ability to generate cash flows. Likewise, funding distributions from the sale of additional securities will dilute stockholder’s interest in us on a percentage basis and may impact the value of a stockholder’s investment especially if we sell these securities at prices less than the price paid for such stockholder’s Shares.

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan. Holders of Common Shares will have the cash distributions attributable to the Common Shares they own automatically reinvested in additional Common Shares of the same Class on the business day such distribution would have been paid to such stockholder, unless they elect not to participate in our distribution reinvestment plan; provided, however, that clients of certain participating broker-dealers that do not permit automatic enrollment in our distribution reinvestment plan will automatically receive their distributions in cash unless they elect to participate in our distribution reinvestment plan.

The purchase price for Common Shares purchased pursuant to the distribution reinvestment plan will be equal to the transaction price for the applicable Class of Shares at the time the distribution is payable. Stockholders will not pay upfront selling commissions when purchasing Shares pursuant to the distribution reinvestment plan.

The Board reserves the right to amend any aspect of our distribution reinvestment plan without the consent of the stockholders, provided that notice of any material amendment is sent to participants at least ten (10) business days prior to the effective date of that amendment. In addition, we may suspend or terminate the distribution reinvestment plan for any reason at any time upon ten business days’ prior written notice to participants. A stockholder’s participation in the distribution reinvestment plan will be terminated to the extent that a reinvestment of such stockholder’s distributions would cause the percentage ownership or other limitations contained in our Charter to be violated. Participants may terminate their participation in the distribution reinvestment plan with ten business days’ prior written notice to us.

Transfer Agent

Our transfer agent is SS&C GIDS, Inc., whose phone number (833) 834-4924.

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Item 12. Indemnification of Directors and Officers

Maryland law permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. The Charter contains such a provision that eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law.

The MGCL requires a corporation (unless its charter provides otherwise, which our Charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity against reasonable expenses actually incurred in the proceeding in which the director or officer was successful. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or are threatened to be made a party by reason of their service in those or other capacities unless it is established that (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty; (2) the director or officer actually received an improper personal benefit in money, property or services; or (3) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or on behalf of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received, unless in either case a court orders indemnification, and then only for expenses. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

Under our Charter, to the maximum extent permitted under Maryland law, we must indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (1) any individual who is a present or former director or officer of ours and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity, (2) any individual who, while a director or officer of ours and at our request, serves or has served as a director, officer, partner, member, manager or trustee of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity, or (3) the Adviser and any of its affiliates acting as an agent of ours and made or threatened to be made a party to the proceeding by reason of its service in that capacity. The rights to indemnification and advance of expenses provided to a director or officer by the Charter will vest immediately upon election of such director or officer. We may, with the approval of the Board or any duly authorized committee thereof, provide such indemnification and advance expenses to a person who served a predecessor of ours in any of the capacities described in (1) or (2) above and to any employee or agent of ours or a predecessor of ours.

Item 13. Financial Statements and Supplementary Data

See the Financial Statements set forth on page F-1 of this Registration Statement.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

115

Item 15. Financial Statements and Exhibits

(a)    FINANCIAL STATEMENTS.

The financial statements and financial statement schedules filed as part of this Registration Statement are included in Item 13 hereof and page F-1 of this Form 10.

(b)    EXHIBITS. The following exhibits are included as part of this report:

Exhibit No.	Description
3.1	Articles of Amendment and Restatement of the Company
3.2	Articles of Amendment of the Company
3.3	Articles Supplementary Classifying and Designating a Class of Preferred Stock as 12.5% Series  A Cumulative Redeemable Preferred Stock and Fixing Distribution and Other Preferences and Rights of Such Class
3.4	Articles Supplementary Classifying and Designating a Class of Common Stock as Class S-1 Common Stock and Fixing Distribution and Other Preferences and Rights of Such Class
3.5	Bylaws of the Company
4.1	Distribution Reinvestment Plan adopted by the Company, effective as of March 23, 2023
10.1	Amended and Restated Advisory Agreement, by and among, the Company, Invesco Commercial Real Estate Finance Investments, LP and Invesco Advisers, Inc., dated as of May 5, 2023.
10.2	Amendment No. 1 to Amended and Restated Advisory Agreement, by and among the Company, Invesco Commercial Real Estate Finance Investments, LP and Invesco Advisers, Inc., dated as of August  23, 2023.
10.3	Revolving Credit Agreement, by and among, Invesco Commercial Real Estate Finance Investments, LP, the Company, Bank of America, N.A. and BOFA Securities, Inc., dated as of May 10, 2023.
10.4	Dealer Management Agreement, by and among, the Company, Invesco Distributors, Inc. and Invesco Advisers, Inc., dated as of May 5, 2023.
10.5*	Valuation Services Agreement, by and between, Chatham Financial Corp. and the Company, dated as of May 12, 2023.
10.6	Subscription Agreement, by and between, Invesco Realty, Inc. and the Company, dated as of March 23, 2023.
10.7	Amendment to that Subscription Agreement, by and between, Invesco Realty, Inc. and the Company, dated as of August 11, 2023.
10.8	Amendment No. 2 to that Subscription Agreement, by and between, Invesco Realty, Inc. and the Company, dated as of August 23, 2023.
10.9	Company 2023 Equity Incentive Plan
10.10	Form of Stock Award
10.11*	Valuation Services Agreement, by and between, Capright Property Advisors, LLC and the Company, dated as of May 9, 2023.

116

Exhibit No.	Description
10.12	Dealer Manager Agreement, by and between, Invesco Distributors, Inc. and the Company, dated as of August 23, 2023.
21	Subsidiaries of the Company

* Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) or Regulation S-K.

117

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.
Date: August 25, 2023	/s/ Hubert J. Crouch
	Hubert J. Crouch
	Chief Executive Officer (Duly Authorized Representative)

118

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Unaudited Condensed Consolidated Balance Sheets as of June  30, 2023 and December 31, 2022		F-2
Unaudited Condensed Consolidated Statement of Operations for the six months ended June 30, 2023		F-3
Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2023		F-4
Unaudited Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2023		F-5
Notes to Unaudited Condensed Consolidated Financial Statements		F-6

F-1

Invesco Commercial Real Estate Finance Trust, Inc.

Condensed Consolidated Balance Sheets

Unaudited

$ in thousands except share amounts	June 30, 2023			December 31, 2022
ASSETS
Commercial real estate loan investments, at fair value (including pledged loans of $157,405 as of June 30, 2023)	$	157,405		$	—
Cash and cash equivalents		2,278			30
Interest receivable		591			—
Other assets		646			—
Total assets	$	160,920		$	30
LIABILITIES
Repurchase agreements, at fair value	$	117,140		$	—
Revolving credit facility, at fair value		40,700			—
Interest payable		779			—
Loan payable - related party		—			30
Due to affiliate		4,502			—
Other liabilities		385			—
Total liabilities		163,506			30
Commitments and contingencies (See Note 10)
STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value per share, 50,000,000 and no shares authorized, respectively 12.5% Series A Cumulative Redeemable Preferred Stock, 111 and no shares issued and outstanding, respectively ($111 aggregate liquidation preference as of June 30, 2023)		100			—
Common stock, Class S shares, $0.01 par value per share, 500,000,000 and no shares authorized, respectively; 511 and no shares issued and outstanding, respectively		—			—
Common stock, Class D shares, $0.01 par value per share, 500,000,000 and no shares authorized, respectively; 511 and no shares issued and outstanding, respectively		—			—
Common stock, Class I shares, $0.01 par value per share, 500,000,000 and no shares authorized, respectively; 511 and no shares issued and outstanding, respectively		—			—
Common stock, Class E shares, $0.01 par value per share, 500,000,000 and no shares authorized, respectively; 400 and no shares issued and outstanding, respectively		—			—
Common stock, Class N shares, $0.01 par value per share, no and 2,000,000 shares authorized, respectively; no shares issued and outstanding		—			—
Additional paid-in capital		47			—
Accumulated deficit		(2,733	)		—
Total stockholders’ equity		(2,586	)		—
Total liabilities and stockholders’ equity	$	160,920		$	30

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

Invesco Commercial Real Estate Finance Trust, Inc.

Condensed Consolidated Statement of Operations

Unaudited

$ in thousands except share and per share amount	For the six months ended June 30, 2023
Net Interest Income
Commercial loan interest income	$	1,520
Interest expense		(1,588	)
Net interest income		(68	)
Other Income (Expense)
Commitment and other fee income, net of related party expense of $868		903
Total other income (expense), net		903
Expenses
Debt issuance costs related to borrowings, at fair value		2,387
Organizational costs		604
General and administrative		576
Total expenses		3,567
Net loss		(2,732	)
Dividends to preferred stockholders		(1	)
Net loss attributable to common stockholders	$	(2,733	)
Loss per share:
Net loss per share of common stock, basic and diluted	$	(7,151.30	)
Weighted average number of shares of common stock outstanding, basic and diluted		382

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3

Invesco Commercial Real Estate Finance Trust, Inc.

Condensed Consolidated Statement of Changes in Stockholders’ Equity

Unaudited

$ in thousands	Series A Preferred Stock		Class S Common Stock		Class D Common Stock		Class I Common Stock		Class E Common Stock		Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Equity
Balance at January 1, 2023		—		—		—		—		—		—		—			—
Net loss		—		—		—		—		—		—		(2,732	)		(2,732	)
Proceeds from issuance of preferred stock, net of offering costs		100		—		—		—		—		—		—			100
Proceeds from issuance of common stock, net of offering costs		—		—		—		—		—		47		—			47
Preferred stock dividends		—		—		—		—		—		—		(1	)		(1	)
Balance at June 30, 2023		100		—		—		—		—		47		(2,733	)		(2,586	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-4

Invesco Commercial Real Estate Finance Trust, Inc.

Condensed Consolidated Statement of Cash Flows

Unaudited

$ in thousands	For the six months ended June 30, 2023
Cash flows from operating activities:
Net loss	$	(2,732	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Debt issuance costs due to affiliate		1,835
Change in operating assets and liabilities:
Increase in operating assets		(774	)
Increase in operating liabilities		1,164
Increase in due to affiliate		2,204
Net cash provided by operating activities		1,697
Cash flows from investing activities:
Originations of commercial real estate loans		(157,405	)
Net cash used in investing activities		(157,405	)
Cash flows from financing activities:
Proceeds from revolving credit facility		116,000
Repayment of revolving credit facility		(75,300	)
Proceeds from repurchase agreements		117,140
Proceeds from issuance of common stock, net of offering costs		47
Proceeds from issuance of preferred stock, net of offering costs		100
Repayment of related party loan		(30	)
Payments of dividends		(1	)
Net cash provided by financing activities		157,956
Net change in cash and cash equivalents		2,248
Cash and cash equivalents, beginning of period		30
Cash and cash equivalents, end of period	$	2,278
Supplemental disclosures:
Interest paid	$	1,361
Non-cash investing and financing activities:
Deferred offering costs due to affiliate	$	463

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-5

Invesco Commercial Real Estate Finance Trust, Inc.

Notes to Condensed Consolidated Financial Statements

1. Organization and Business Purpose

Invesco Commercial Real Estate Finance Trust, Inc. (the “Company” or “we”) is focused on originating, acquiring and managing a diversified portfolio of loans related to commercial real estate and preferred equity interests in commercial real estate in North America, Europe and Asia. We also intend to purchase non-distressed public and private debt securities and on a selective basis may invest in operating companies in the business of or related to commercial real estate credit. We own, and expect to continue to own, all or substantially all of our assets through Invesco Commercial Real Estate Finance Investments, L.P. (the “Operating Partnership” or “INCREF OP”), a wholly-owned subsidiary. We have one operating segment.

We were incorporated in October 2022 as a Maryland corporation and intend to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2023. We are externally managed by Invesco Advisers, Inc. (the “Adviser”), a registered investment adviser and an indirect, wholly-owned subsidiary of Invesco Ltd. (“Invesco”), an independent global investment management firm.

We are conducting a continuous, unlimited private placement offering of our Class S shares, Class D shares, Class I shares and Class E shares (collectively, “Shares” or “the 2023 Offering”). The Share classes have different upfront selling commissions and different ongoing stockholder servicing fees. The Class E shares do not have management or performance fees. In March 2023, an affiliate of Invesco committed to purchase $150,000,000 in Shares (the “Invesco Subscription Agreement”). For information regarding the Invesco Subscription Agreement and additional capital committed by the affiliate of Invesco in August 2023, see Note 7 - “Stockholders’ Equity” and Note 11 - “Subsequent Events” to the condensed consolidated financial statements. We expect the transaction price for our Shares to be derived from a defined net asset value (“NAV”) per share. We will calculate NAV in accordance with the valuation guidelines approved by our board of directors. NAV is not a measure used under generally accepted accounting principles in the United States (“U.S. GAAP”), and the valuations of and certain adjustments made to our assets and liabilities used in the determination of NAV will differ from U.S. GAAP.

2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Our condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and consolidate the financial statements of the Company and its controlled subsidiaries. All significant intercompany transactions, balances, revenues and expenses are eliminated upon consolidation. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for a fair statement of our financial condition and results of operations for the period presented. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

We have not presented a condensed consolidated statement of operations, a condensed consolidated statement of changes in stockholders’ equity or a condensed consolidated statement of cash flows for the six months ended June 30, 2022, because the Company was not incorporated until October 2022.

All numbers in these notes, except in the tables herein, are stated in full amounts, unless otherwise indicated.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated

F-6

financial statements and accompanying notes. Examples of estimates may include, but are not limited to, estimates of the fair values of financial instruments and interest income on commercial real estate loans. Actual results may differ from those estimates.

Fair Value Measurements

We have elected the fair value option for our commercial real estate loan investments, our repurchase agreement facilities and our revolving credit facility. The Company believes the fair value option election will provide its financial statements users with reduced complexity, greater consistency, understandability and comparability.

We value our commercial real estate loan investments at cost, which approximates fair value, in the month that we originate or acquire a loan. Thereafter, an independent valuation advisor values our commercial loan investments monthly using a discounted cash flow analysis. The yield used in the discounted cash flow analysis is determined by comparing the features of the loan to the interest rates and terms required by lenders in the new loan origination market for similar loans and the yield required by investors acquiring similar loans in the secondary market as well as a comparison of current market and collateral conditions to those present at origination or acquisition.

We value our revolving credit arrangement and repurchase agreements at cost, which approximates fair value, in the month that we enter into a borrowing arrangement. Thereafter, an independent valuation advisor values our revolving credit agreement and repurchase agreements monthly. The independent valuation advisor calculates the fair value of the revolving credit arrangement based on a determination of the price that would be paid by another market participant to assume the lender’s position in the transaction. The fair value of the repurchase agreements is calculated using a discounted cash flow analysis where the remaining debt service cash flow, based on the contractual economics stated in the loan agreement, is valued using a market interest rate which reflects an estimate for how a lender would price an equivalent loan for the remaining term. Additionally, we consider current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The market rate of interest is adjusted to reflect our own credit risk for recourse borrowings.

Cash and Cash Equivalents

We consider all highly liquid investments that have original or remaining maturity dates of three months or less when purchased to be cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value due to the highly liquid and short-term nature of these instruments. We may have cash balances in excess of federally insured amounts. We mitigate our risk of loss by maintaining cash deposits with high credit-quality institutions and by actively monitoring the credit risk of our counterparties.

Commercial Real Estate Loan Investments

Commercial real estate loan investments structured as senior loans are generally secured by the borrower’s interest in underlying real estate, and those structured as mezzanine loans are generally secured by the borrower’s equity interests in entities that own underlying real estate. Our investments in commercial real estate loans are supported by perfected security interests in the underlying collateral. We report our commercial real estate loan investments at fair value as described in the Fair Value Measurements section of this Note 2 to the condensed consolidated financial statements. We have elected the fair value option for the commercial loans that we have originated as of the date of our financial statements. We record changes in fair value within unrealized gain (loss) on investments, net in our condensed consolidated statement of operations.

We recognize interest income from commercial real estate loans when earned and deemed collectible, or until a loan becomes past due based on the terms of the loan agreement. Income accrual is generally suspended for loans at the earlier of the date on which payments become 90 days past due or when recovery of income and principal

F-7

becomes doubtful. Any related origination fees or costs on commercial loans for which we have elected the fair value option are recognized immediately in earnings. Interest received after a loan becomes past due or impaired is used to reduce the outstanding loan principal balance. When a delinquent loan previously placed on nonaccrual status has cured, meaning all delinquent principal and interest have been remitted by the borrower, the loan is placed back on accrual status. Alternately, loans that have been placed on nonaccrual status may be placed back on accrual status if restructured and after the loan is considered re-performing.

In the event of a partial or whole sale of a commercial loan that qualifies for sale accounting under U.S. GAAP, we derecognize the corresponding asset, and fees paid as part of the partial or whole sale are recognized on our condensed consolidated statements of operations.

Share-Based Compensation

Under the terms of our 2023 Equity Incentive Plan (the “Incentive Plan”), our independent directors are eligible to receive stock awards as part of their compensation for serving as directors, In addition, we may compensate the employees of our Adviser and its affiliates under the Incentive Plan.

Our share-based compensation arrangements may include share options, restricted and non-restricted share awards, performance-based awards and share appreciation rights. We will recognize compensation related to stock awards in the condensed consolidated financial statements based on the fair value of the equity or liability instruments issued on the date of grant.

Underwriting Commissions, Related Party Selling Commissions and Deferred Offering Costs

We have recorded direct costs associated with the preparation of our private placement memorandum and initial registration statement as a component of other assets on the condensed consolidated balance sheet. We record underwriting commissions, related party selling commissions and direct costs incurred in connection with our common and preferred stock offerings as a reduction of additional paid in capital and preferred stock, respectively, when we issue stock.

Stockholder Servicing Fees

As described in Note 9 - “Related Party Transactions”, we will pay a registered broker-dealer affiliated with the Adviser (the “Dealer Manager”) stockholder servicing fees over time for Class S and Class D shares sold in the 2023 Offering. Under the terms of our agreement with the Dealer Manager, we calculate stockholder servicing fees as a percentage of Class S NAV and Class D NAV on an annualized basis. We will accrue the full amount of stockholder servicing fees payable as an offering cost at the time each Class S and Class D share is sold during the 2023 Offering and record the stockholder servicing fee as a reduction of additional paid in capital when we issue stock. We will adjust the liability for stockholder servicing fees as the fees are paid to the Dealer Manager or when fees are no longer payable under the terms of our agreement with the Dealer Manager.

Repurchase Agreements

We have financed our investments in commercial real estate loans primarily through the use of repurchase agreements. These financing transactions are secured by our commercial real estate loan investments; therefore, we treat repurchase agreements as collateralized financing transactions and carry repurchase agreements at fair value in our condensed consolidated financial statements. Because we elected the fair value option for repurchase agreements, we record changes in fair value as unrealized gain (loss) on borrowings, net in the condensed consolidated statement of operations.

We record investments in commercial real estate loans and the related repurchase agreement financing on a gross basis in our condensed consolidated balance sheet, and the corresponding interest income and interest expense on a gross basis in our condensed consolidated statement of operations.

F-8

Debt Issuance Costs

We plan to finance our investments using a variety of debt instruments. When we incur debt issuance costs prior to a debt facility closing, we expense the costs as incurred if we intend to elect the fair value option to account for the debt facility and the closing is probable as of the balance sheet date. We incurred $2.4 million of debt issuance costs for the six months ended June 30, 2023.

Earnings (Loss) per Share

We calculate basic earnings (loss) per share by dividing net earnings (loss) attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share takes into account the effect of dilutive instruments, such as unvested restricted stock awards, and uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding.

As of June 30, 2023, there are no common share equivalents outstanding that would have a dilutive effect on our earnings per share calculation. Accordingly, the weighted average number of common shares outstanding is identical for the period for both basic and diluted shares.

Income Taxes

We intend to qualify as a REIT commencing with our taxable year ended December 31, 2023. Accordingly, we will generally not be subject to U.S. federal and applicable state and local corporate income tax to the extent that we make qualifying distributions to our stockholders, and provided that we satisfy certain asset, income, distribution and stock ownership tests on an ongoing basis. If we fail to qualify as a REIT and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal, state and local income taxes and may be precluded from qualifying as a REIT for the four taxable years following the year in which we lost our REIT qualification. Accordingly, our failure to qualify as a REIT could have a material adverse impact on our results of operations and amounts available for distribution to stockholders.

We will compute our dividends paid deduction for qualifying dividends to our stockholders using our REIT taxable income as opposed to net income reported on our condensed consolidated financial statements. REIT taxable income will generally differ from net income determined in accordance with U.S. GAAP, because the determination of REIT taxable income is based on tax regulations and not financial accounting principles.

We may elect to treat one or more of our subsidiaries as a taxable REIT subsidiary (“TRS”). In general, a TRS may hold assets and engage in activities that we cannot hold or engage in directly and generally may engage in any real estate or non-real estate-related business. A TRS is subject to U.S. federal, state and local corporate income taxes.

3. Commercial Real Estate Loan Investments

As of June 30, 2023, we have the following investments in commercial real estate loans:

$ in thousands
Loan Type	Metropolitan Statistical Area		Property Type		Origination Date		Weighted Average Interest Rate(1)			Loan Amount(2)		Principal Balance Outstanding		Fair Value		Current Maturity		Maximum Maturity(3)
Senior		Phoenix		Industrial		5/17/2023		8.50	%	$	136,000	$	115,705	$	115,705		6/9/2025		6/9/2028
Senior(4)		San Jose		Multifamily		5/31/2023		8.30	%		41,700		41,700		41,700		6/9/2026		6/9/2028
								8.44	%	$	177,700	$	157,405	$	157,405

(1) Represents weighted average interest rate as of period end. Loans earn interest at the one-month Term Secured Overnight Financing Rate (“SOFR”) plus a spread.

F-9

(2) Loan amount consists of outstanding principal balance plus unfunded loan commitments.

(3) Maximum maturity assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions as defined in the respective loan agreement.

(4) An affiliate of the Adviser previously originated a loan to an unaffiliated borrower in August 2018 secured by the same collateral as this loan. We negotiated the terms of our loan directly with the unaffiliated borrower at market and without the involvement of the affiliate of the Adviser. The unaffiliated borrower used the refinancing proceeds from our loan to repay the loan of the affiliate of the Adviser.

We elected the fair value option for our commercial real estate loan investments and, accordingly, we recognize any origination costs or fees associated with the loans in the period of origination. The weighted average loan-to-value ratio, a metric utilized in the valuation process, for our two loan investments was approximately 64% based on the independent property appraisals at the time of origination.

We did not have any investments in commercial real estate loans as of December 31, 2022.

4. Other Assets

The following table details the components of other assets as of June 30, 2023. We did not have any other assets as of December 31, 2022.

$ in thousands	June 30, 2023
Deferred offering costs	$	463
Prepaid expenses		178
Other		5
Total	$	646

5. Borrowings

The below table summarizes our repurchase agreement and revolving line of credit borrowings as of June 30, 2023. We did not have any repurchase agreement and revolving credit facility borrowings as of December 31, 2022.

$ in thousands	Weighted Average Interest rate			Maturity Date	Maximum Facility Size		Amount Outstanding		Fair Value
Repurchase Agreements:
Morgan Stanley Bank N.A.(1)		7.65	%	5/25/25	$	250,000	$	83,780	$	83,780
Citibank N.A.(2)		7.40	%	6/1/2025 (original); 6/1/27 (fully extended)		200,000		33,360		33,360
Total Repurchase Agreements		7.58	%			450,000		117,140		117,140
Revolving Credit Facility		7.16	%	10/6/23		134,964		40,700		40,700
Total		7.47	%		$	584,964	$	157,840	$	157,840

(1) Borrowing facility has an extension option of one year, subject to lender approval and compliance with certain financial and administrative covenants.

(2) Borrowing facility reflects maximum maturity of two remaining extension options of one year each, as these extensions are at our option. The extensions, consistent with our current borrowing terms, are subject to ongoing compliance with certain financial and administrative covenants as well as payment of applicable extension fees.

F-10

The following table shows the aggregate amount of maturities of our outstanding borrowings as of June 30, 2023:

Year	Repurchase Agreements		Revolving Credit Facility		Total
$ in thousands
2023 (remaining)	$	—	$	40,700	$	40,700
2024		—		—		—
2025		117,140		—		117,140
2026		—		—		—
2027		—		—		—
Thereafter		—		—		—
Total	$	117,140	$	40,700	$	157,840

The Company commenced investing in commercial real estate loans in May 2023 and did not have any third party borrowings as of December 31, 2022. See Note 6 - “Loan Payable - Related Party” for information on related party borrowings as of December 31, 2022.

Repurchase Agreements

Through June 30, 2023, we have entered into repurchase agreement facilities to provide floating rate financing for our commercial real estate loan investments. The repurchase agreement facilities bear interest at one-month term SOFR plus a spread and initially mature in 2025 with extension options into 2026 (lender approval required) and 2027, respectively. We account for our repurchase agreement facilities as secured borrowings because we maintain effective control over the commercial real estate loans that we have financed.

We have pledged our commercial real estate loan investments with a fair value of approximately $157.4 million as collateral for our repurchase agreements. We segregate the commercial real estate loans that we have pledged as collateral in our books and records. Our repurchase agreement counterparties have the right to resell or repledge the collateral posted but have the obligation to return the pledged collateral upon maturity of the repurchase agreement.

We may be required to post margin under the repurchase agreements if there is a material adverse change in the credit characteristics of a particular loan with respect to the underlying property, borrower, or particular real estate market. We were not required to post any margin under our repurchase agreements as of June 30, 2023. A margin deficiency may generally result from either a decline in the underlying loan’s market value or a shortfall in operating performance of the property. Our repurchase agreement counterparties generally retain the right to determine the fair value of the underlying collateral in their sole discretion. Subject to applicable thresholds, we would generally be required to post cash as collateral. We may finance multiple commercial loan investments under a repurchase agreement facility; therefore, a margin excess in one asset could help mitigate a margin deficiency in another asset under the same repurchase agreement facility. We intend to maintain a level of liquidity that will enable us to meet margin calls.

Our repurchase agreements are subject to certain liquidity, tangible net worth and leverage covenants. We were in compliance with these covenants as of June 30, 2023.

Revolving Credit Facility

Our revolving credit facility is secured by the Invesco Subscription Agreement and provides for maximum borrowings equal to the lesser of (i) 90% of the unfunded Invesco Subscription Agreement or (ii) the maximum facility amount of $150 million. Borrowing under the facility bears interest at daily or one-month term SOFR

F-11

plus a spread, and the facility matures in October 2023. As of June 30, 2023, we had an available balance of $94.3 million under the facility. We pay a fee of 30 basis points per annum on any unused portion of the facility and record these fees as interest expense in our condensed consolidated income statement. Our revolving credit facility is subject to certain affirmative and negative covenants including a limitation on indebtedness. We were in compliance with these covenants as of June 30, 2023.

6. Loan Payable - Related Party

We entered into a revolving credit agreement with an affiliate of Invesco in December 2022. The agreement provided for maximum borrowings of $30,000. We incurred interest on the loan at the short-term applicable federal rate in effect at the time each borrowing was made.

As of December 31, 2022, we borrowed $30,000 under the terms of this agreement and owed an affiliate of Invesco $76 for accrued interest on the loan. The loan was due in September 2023, and the carrying amount of the loan approximated fair value as of December 31, 2022 given the short term nature of the facility. The weighted average interest rate on the loan was 4.55% as of December 31, 2022. We incurred $649 of interest expense on the loan in the six months ended June 30, 2023.

We repaid the loan, including accrued interest expense, in June 2023.

7. Stockholders’ Equity

Stapled Unit Offering of Preferred and Common Stock

We issued 111 Stapled Units in a private placement in June 2023 for net proceeds of approximately $107,000 after issuance costs. Each Stapled Unit consists of one share of 12.5% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), one Class S Share, one Class D Share and one Class I Share. The Stapled Unit holders cannot separate the individual shares of stock that constitute the Stapled Unit and can only sell or transfer the Stapled Units as a unit. The Stapled Unit holders are not eligible to participate in the share repurchase plan discussed below. We allocated the proceeds of the Stapled Unit offering based on the relative fair value of the preferred and common stock issued in the offering.

The Series A Preferred Stock has a liquidation value of $1,000 per share. Holders of our Series A Preferred Stock are entitled to receive dividends at an annual rate of 12.5% of the liquidation preference, or $125.00 per share per annum. Dividends are cumulative and payable semi-annually. We can call the Series A Preferred Stock at any time through December 31, 2024 at a 5% call premium above the liquidation value. The Series A Preferred Stock has no call premium on or after January 1, 2025, and we can call the Series A Preferred Stock for $1,000 at any time on or after January 1, 2025. We can call the common shares issued in this private placement at any time at the current transaction price for the respective class of common stock. The common shares are entitled to the same distributions as other common shares issued by the Company. We must redeem all Stapled Unit holders if we elect to call the Series A Preferred Stock or any class of common shares.

Common Stock

We amended and restated our charter in March 2023 to authorize the Company to issue 2,050,000,000 shares of stock consisting of 2,000,000,000 shares of common stock with a $0.01 par value per share and 50,000,000 shares of preferred stock with a par value of $0.01 per share. Under our amended and restated charter, we are authorized to issue 500,000,000 shares of Class S common stock, 500,00,000 shares of Class D common stock, 500,000,000 shares of Class I common stock and 500,000,000 shares of Class E common stock.

We were authorized to issue 2,000,000 shares of Class N common stock with a par value of $0.01 per share prior to amending and restating the charter. We are no longer authorized to issue Class N common stock under the amended and restated charter.

F-12

The following table summarizes changes in our outstanding shares of common stock for the six months ended June 30, 2023:

	Class S Shares		Class D Shares		Class I Shares		Class E Shares		Total
Balance at December 31, 2022		—		—		—		—		—
Issuance of common stock(1)		511		511		511		400		1,933
Balance at June 30, 2023		511		511		511		400		1,933

(1) Includes 1,600 shares issued to an affiliate of Invesco under the Invesco Subscription Agreement. See Note 9 - “Related Party Transactions”.

Share Repurchase Plan

We have adopted a share repurchase plan for our common stock. On a monthly basis, our stockholders may request that we repurchase all or any portion of their shares. We may choose, in our discretion, to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any month, subject to any limitations in the share repurchase plan.

The total amount of share repurchases under the plan is limited to 2% of our aggregate NAV per month and 5% of our aggregate NAV per calendar quarter. Shares will be repurchased at a price equal to the transaction price on the applicable repurchase date, subject to any early repurchase deduction. Our transaction price will generally equal our prior month’s NAV per share for that share class. Shares repurchased within one year of the date of issuance will be repurchased at 95% of the current transaction price (the “Early Repurchase Deduction”). The Early Repurchase Deduction will not apply to shares acquired through the distribution reinvestment plan discussed below. Due to the illiquid nature of investments in commercial real estate loans, we may not have sufficient liquid resources to fund repurchase requests. Our board of directors may modify or suspend the share repurchase plan.

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan whereby stockholders will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. The per share purchase price for shares purchased under the distribution reinvestment plan will be equal to the transaction price at the time the distribution is payable. The transaction price will generally be equal to our prior month’s NAV per share for that share class. Stockholders will not pay upfront selling commissions when purchasing shares under the distribution reinvestment plan; however, all outstanding Class S and Class D shares purchased under the distribution reinvestment plan will be subject to an ongoing stockholder servicing fee. The stockholder servicing fees for Class S shares and Class D shares are calculated based on the NAV for those shares and would reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class.

8. Fair Value of Financial Instruments

A three-level valuation hierarchy exists for disclosure of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. The three levels are defined as follows:

Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. We do not adjust the quoted price for these investments.

F-13

Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.

Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

Valuation of Financial Instruments Measured at Fair Value

The following table details our financial instruments measured at fair value on a recurring basis:

	June 30, 2023
	Fair Value Measurements Using:
$ in thousands	Level 1		Level 2		Level 3		Total at Fair Value
Assets:
Commercial real estate loan investments	$	—	$	—	$	157,405	$	157,405
Liabilities:
Revolving credit facility		—		—		40,700		40,700
Repurchase agreements		—		117,140		—		117,140
Total liabilities	$	—	$	117,140	$	40,700	$	157,840

Valuation of Commercial Real Estate Loan Investments

Our commercial real estate loan investments consist of two floating rate senior loans and are classified as Level 3. The commercial loans are carried at fair value based on significant unobservable inputs. The following table shows a reconciliation of the beginning and ending fair value measurements of our commercial real estate loan investments:

$ in thousands	Investments in Commercial Loans
Balance as of January 1, 2023	$	—
Loan originations		157,405
Net unrealized gain (loss)		—
Balance as of June 30, 2023	$	157,405

The following table summarizes the significant unobservable inputs used in the fair value measurement of our investments in commercial loans:

Type	Valuation Technique	Unobservable Input	Weighted Average Rate	Weighted Average Life
Commercial loans	Discounted cash flow	Discount rate	8.44%	2.21 years

The discount rate above is subject to change based on changes in economic and market conditions both current and anticipated, in addition to changes in use or timing of exit, if applicable. These rates are also based on the location, type and nature of each underlying property and related industry publications. Changes in discount rates result in increases or decreases in the fair values of these investments. The discount rate encompasses, among other things, uncertainties in the valuation models with respect to the amount and timing of cash flows. It is not possible for us to predict the effect of future economic or market conditions based on our estimated fair values.

F-14

Valuation of Revolving Credit Facility

Given the uncertainty of future cash flows, including our ability to prepay without penalty, we determined the fair value of our revolving credit facility to approximate par.

The following table shows a reconciliation of the beginning and ending fair value measurements of our revolving credit facility:

$ in thousands	Revolving Credit Facility
Balance as of January 1, 2023	$	—
Proceeds from revolving credit facility		116,000
Repayment of revolving credit facility		(75,300	)
Net unrealized gain (loss)		—
Balance as of June 30, 2023	$	40,700

The following table summarizes the significant unobservable inputs used in the fair value measurement of our revolving credit facility:

Type	Valuation Technique	Unobservable Input	Weighted Average Rate
Revolving credit facility	Discounted cash flow	Discount rate		7.16	%

The significant unobservable input used in the discounted cash flow is the discount rate based on comparable market yields. Significant increases (decreases) in discount rate would result in a significantly lower (higher) fair value measurement.

9. Related Party Transactions

Due to Affiliates

The following table details the components of due to affiliates as of June 30, 2023. As of December 31, 2022, we owed $76 to an affiliate for accrued interest on a loan. See Note 6 - “Loan Payable - Related Party”.

$ in thousands	June 30, 2023
Advanced debt issuance costs	$	1,835
Advanced organizational expenses		604
Accrued deferred offering costs		463
Advanced general and administrative expenses		732
Adviser commitment fee payable		868
Total	$	4,502

Due to affiliates has been presented net in our condensed consolidated financial statements due to a qualified right of offset and consists of approximately $5,079,000 due to affiliates and $577,000 due from affiliates Advanced general and administrative expenses presented in the table above includes approximately $198,000 of prepaid expenses and $5,000 of other assets.

Management Fee and Performance Fee

Our Adviser is subject to the supervision and oversight of our board of directors and has only such functions and authority as we delegate to it. The Adviser and its affiliates provide us with our management team, including our officers and appropriate support personnel. Each of our officers is an employee of the Adviser or one of its affiliates. We do not have any employees. We incurred $46,000 of costs for support personnel provided by the Adviser for the six months ended June 30, 2023 that are recorded as due to affiliate on our condensed consolidated balance sheet.

F-15

We will pay the Adviser a management fee equal to 1.0% per annum of NAV, calculated monthly in arrears as of the end of the immediately preceding month with respect to our Class S Shares, Class D Shares and Class I Shares. We will also pay the Adviser a Performance Fee equal to 10% of our “Performance Fee Income.” Performance Fee Income with respect to each class of common shares subject to a performance fee means the net income (determined in accordance with U.S. GAAP) allocable to such class of common shares subject to adjustment as defined under the terms of our advisory agreement. We will not pay the Adviser a performance fee with respect to any class of shares that has a negative total return per share for the calendar year. For purposes of the performance fee calculation, total return per share is defined as an amount equal to: (i) the cumulative distributions per share accrued with respect to such class of common shares since the beginning of the calendar year plus (ii) the change in NAV per share of such class of common shares since the beginning of the calendar year, prior to giving effect to (y) any accrual for performance fees with respect to such class of common shares or (z) any applicable stockholder servicing fees.

The management fee and the performance fee are payable in cash or Class E shares at the option of the Adviser. We will not pay the Adviser a management or performance fee with respect to our Class E shares. Management fees and performance fees will begin to accrue on the later of March 1, 2024 or the date that we file as a reporting company under the Exchange Act. Management fees will be paid quarterly in arrears and performance fees will be paid annually.

The initial term of our advisory agreement expires on March 31, 2025. The advisory agreement is subject to automatic renewals for successive one-year periods unless otherwise terminated in accordance with the provisions of the agreement. If the Advisory Agreement is terminated, the Adviser will be entitled to receive its prorated management fee and performance fee owed through the date of termination. If we elect not to renew our advisory agreement based on unsatisfactory performance and not for cause, we owe our Adviser a termination fee equal to three times the sum of our average annual management fee during the 24-month period before termination, calculated as of the end of the most recently completed fiscal quarter.

Adviser Commitment Fee

We charge a commitment fee to borrowers in connection with the origination of each new loan. The commitment fee is calculated as a percentage of the whole loan at the time of the loan closing. We pay the Adviser 50% of the commitment fee (not to exceed 0.5% of the loan amount) as compensation for sourcing, structuring and negotiating the loan. The commitment fee income and related expense to the Adviser is reported as commitment and other fee income, net of related party expense on the condensed consolidated statement of operations. As of June 30, 2023, we owed the Adviser $867,650 for commitment fees (December 31, 2022: None).

Organizational and Offering Expenses

The Adviser has agreed to advance all of our organizational and offering expenses (other than upfront selling commissions and ongoing stockholder servicing fees) incurred through the earlier of (1) the date that our NAV reaches $1.0 billion and (2) March 31, 2024. We will reimburse the Adviser for all of our advanced expenses ratably over the 60 months following such date.

Under the terms of our advisory agreement, organizational and offering expenses became a liability of the Company on March 23, 2023. Organizational and offering expenses include costs incurred by the Adviser prior to entering into the advisory agreement with the Company.

As of June 30, 2023, the Adviser had incurred organizational and offering expenses of approximately $604,000 and $463,000, respectively (December 31, 2022: $282,600 and $126,900, respectively), on our behalf that are recorded as a component of due to affiliate on our condensed consolidated balance sheet.

F-16

Operating Expenses Reimbursement

The Adviser has agreed to advance our operating expenses, including debt issuance costs, incurred through the earlier of (1) the date that our NAV reaches $500 million and (2) March 31, 2024 (the “Operating Expense Commencement Date”). We will reimburse the Adviser for our advanced operating expenses ratably over the 60 months following such date.

As of June 30, 2023, the Adviser had incurred operating expenses, including debt issuance costs of $1,835,000 (December 31, 2022: None) and general and administrative expenses of $732,000 (December 31, 2022: $372) on our behalf that are recorded as a component of due to affiliate on our condensed consolidated balance sheet.

Following the Operating Expense Commencement Date, we will reimburse the Adviser at the end of each fiscal quarter for total operating expenses paid by the Adviser. However, we may not reimburse the Adviser at the end of any fiscal quarter for total operating expenses (as defined in our charter) that, in the four consecutive fiscal quarters then ended, exceed the greater of 2% of average invested assets or 25% of net income determined without reduction for any non-cash reserves and excluding any gain from the sale of our assets for that period (the “2%/25% Guidelines”). We may reimburse the Adviser for expenses in excess of the 2%/25% Guidelines if a majority of our independent directors determines that such excess expenses are justified based on unusual and non-recurring factors.

Invesco Subscription Agreement

An affiliate of Invesco has committed to purchase $150,000,000 in Shares (the “Invesco Subscription Agreement”). We may call capital under the Invesco Subscription Agreement in one or more closings through March 23, 2028. Invesco’s affiliate may not submit its Shares for repurchase under the share repurchase plan described below until the earlier of March 23, 2028 and the date that our aggregate NAV is at least $1.5 billion. We can only accept a repurchase request from Invesco’s affiliate after all requests from unaffiliated stockholders have been fulfilled. We may elect to repurchase all or any portion of the $150,000,000 in Shares acquired by Invesco’s affiliate at any time at a per Share price equal to the most recently determined NAV per Share for each class (or another transaction price we believe reflects the NAV per Share more appropriately than the prior month’s NAV per Share). Invesco’s affiliate has agreed that it will hold $200,000 in Shares for as long as the Adviser or its affiliate acts in an advisory capacity to us.

We have issued the following common stock under the terms of the Invesco Subscription Agreement as of June 30, 2023 for aggregate proceeds of $40,000: 400 Class S shares; 400 Class D Shares; 400 Class I shares and 400 Class E shares.

Subsequent to June 30 2023, we issued additional Shares under the Invesco Subscription Agreement and amended the Invesco Subscription Agreement to provide for up to $150,000,00 of additional capital if needed to avoid triggering any concentration limit imposed by a third party in connection with its distribution or placement of our shares. See Note 11 - “Subsequent Events” to the condensed consolidated financial statements for further information.

Stockholder Servicing Fees and Other Selling Commissions

In May 2023, we entered into an agreement with a registered broker-dealer affiliated with the Adviser (the “Dealer Manager”) in connection with the 2023 Offering. Under the terms of our agreement, the Dealer Manager is entitled to receive upfront selling commissions and stockholder servicing fees for Class S and Class D shares sold in the 2023 Offering. The Dealer Manager reallows (pays) all or a portion of the stockholder servicing fees to participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers and will waive stockholder servicing fees to the extent a broker-dealer is not eligible to receive it for failure to provide such services.

F-17

As of June 30, 2023, we had not incurred selling commissions or stockholder servicing fees.

The following table summarizes the upfront selling commissions for each class of shares payable at the time of subscription and the stockholder servicing fee we pay the Dealer Manager on an annualized basis as a percentage of our NAV for such class:

	Class S Share	Class D Share	Class I Share	Class E Shares
Maximum Upfront Selling Commissions     (% of Transaction Price)	up to 3.5%	up to 1.5%	—	—
Stockholder Servicing Fee     (% of NAV)	0.85%	0.25%	—	—

We will cease paying the stockholder servicing fee with respect to any Class S share or Class D share held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total upfront selling commissions and stockholder servicing fees paid with respect to the shares held by the stockholder would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such shares (including the gross proceeds of any shares issued under our distribution reinvestment plan upon the reinvestment of distributions paid with respect thereto or with respect to any shares issued under our distribution reinvestment plan directly or indirectly attributable to such shares). At the end of such month, such Class S share or Class D share will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such share.

10. Commitments and Contingencies

Commitments and contingencies may arise in the ordinary course of business. As of June 30, 2023, we have an unfunded commitment of $20.3 million for one of our commercial real estate loan investments. The unfunded commitment consists of funding for leasing costs, interest reserves and capital expenditures. Funding depends on timing of lease-up, renovation and capital improvements as well as satisfaction of certain cash flow tests. Therefore, the exact timing and amounts of such future loan fundings are uncertain. We expect to fund our loan commitment over the remaining term of the related loan of 1.95 years.

We have also committed to pay counterparty legal, diligence and other fees in connection with new financing facilities in the ordinary course of business.

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of June 30, 2023, the Company was not involved in any material legal proceedings.

11. Subsequent Events

We have assessed subsequent events through August 21, 2023, the date that these financial statements were available to be issued.

Investment Portfolio Activity

Subsequent to June 30, 2023, we originated the following commercial real estate loans:

$ in thousands

As of August 21, 2023

Metropolitan Statistical Area

Property Type

Origination Date

Interest Rate(1)

Loan Amount(2)

Principal Balance

Current Maturity

Maximum Maturity(3)

New York

Multifamily

7/26/23

8.41

%

$

73,600

$

73,600

8/9/26

8/9/28

Los Angeles

Multifamily

8/4/23

8.41

%

$

85,180

$

80,050

8/9/25

8/9/28

(1) Loans earn interest at the one-month Term Secured Overnight Financing Rate (“SOFR”) plus a spread.

F-18

(2) Loan amount consists of outstanding principal balance plus unfunded loan commitment.

(3) Maximum maturity assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions as defined in the respective loan agreement.

We also funded approximately $475,000 of our additional commitment for one of our commercial real estate loan investments.

Financing Activity

Subsequent to June 30, 2023, we entered into an additional repurchase agreement facility to provide floating rate financing for our commercial loan investments. The repurchase agreement facility provides for discrete financing as loan assets are originated, bears interest at one-month Term SOFR plus a spread and initially matures in 2025 with extension options through 2028 at the lender’s option. The repurchase agreement facility is subject to various loan covenants and restrictions.

As of August 21, 2023, we borrowed $236.4 million under our repurchase agreement facilities and $59.1 million under our revolving credit facility. We pledged the principal balance of our four commercial loan investments as collateral for our repurchase agreements. The revolving credit facility is secured by the Invesco Subscription Agreement described in Note 7 - “Stockholders’ Equity”.

Stockholders’ Equity

We issued the following common stock to an affiliate of Invesco under the terms of the Invesco Subscription Agreement in July 2023 at a price of $25 per share:

$ in thousands	Shares		Amount
Class S		153,000	$	3,825
Class D		153,000		3,825
Class I		153,000		3,825
Class E		153,000		3,825
Total		612,000	$	15,300

In August 2023, an affiliate of Invesco agreed to purchase up to an additional $150,000,000 of Shares (the “Additional Commitment Amount”) under the Invesco Subscription Agreement. We may call the Additional Commitment Amount as needed to avoid triggering any concentration limit imposed by a third party in connection with its distribution or placement of shares of the Company.

F-19

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-21
Consolidated Balance Sheet as of December 31, 2022		F-22
Consolidated Statement of Operations for the Period from October  27, 2022 (date of incorporation) through December 31, 2022		F-23
Consolidated Statement of Cash Flows for the Period from October  27, 2022 (date of incorporation) through December 31, 2022		F-24
Notes to Consolidated Financial Statements		F-25

F-20

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Invesco Commercial Real Estate Finance Trust, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Invesco Commercial Real Estate Finance Trust, Inc. and its subsidiaries (the “Company”) as of December 31, 2022, and the related consolidated statements of operations and of cash flows for the period from October 27, 2022 (date of incorporation) through December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the period from October 27, 2022 (date of incorporation) through December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Atlanta, Georgia

August 21, 2023

We have served as the Company’s auditor since 2023.

F-21

Invesco Commercial Real Estate Finance Trust, Inc.

Consolidated Balance Sheet

	December 31, 2022
ASSETS
Cash and cash equivalents	$	29,960
Total assets	$	29,960
LIABILITIES
Loan payable - related party	$	30,000
Due to affiliate		76
Total liabilities		30,076
Commitments and contingencies (See Note 4)
STOCKHOLDERS’ EQUITY
Common stock, Class N shares, $0.01 par value per share, 2,000,000 shares authorized; no shares issued and outstanding		—
Additional paid-in capital		—
Accumulated deficit		(116	)
Total stockholders’ equity		(116	)
Total liabilities and stockholders’ equity	$	29,960

The accompanying notes are an integral part of these consolidated financial statements.

F-22

Invesco Commercial Real Estate Finance Trust, Inc.

Consolidated Statement of Operations

	For the Period from October 27, 2022 (date of incorporation) through December 31, 2022
Expenses
Interest expense	$	76
General and administrative		40
Total expenses		116
Net loss	$	(116	)

The accompanying notes are an integral part of these consolidated financial statements.

F-23

Invesco Commercial Real Estate Finance Trust, Inc.

Consolidated Statement of Cash Flows

	For the Period from October 27, 2022 (date of incorporation) through December 31, 2022
Cash flows from operating activities:
Net loss	$	(116	)
(Increase) decrease in operating assets		—
Increase (decrease) in operating liabilities		76
Net cash used in operating activities		(40	)
Cash flows from financing activities:
Proceeds from related party loan		30,000
Net cash provided by financing activities		30,000
Net change in cash and cash equivalents		29,960
Cash and cash equivalents, beginning of period		—
Cash and cash equivalents, end of period	$	29,960

The accompanying notes are an integral part of these consolidated financial statements.

F-24

Invesco Commercial Real Estate Finance Trust, Inc.

Notes to Consolidated Financial Statements

1. Organization and Business Purpose

Invesco Commercial Real Estate Finance Trust, Inc. (the “Company” or “we”) is focused on originating, acquiring and managing a diversified portfolio of loans related to commercial real estate and preferred equity interests in commercial real estate in North America, Europe and Asia. We also intend to purchase non-distressed public and private debt securities and on a selective basis may invest in operating companies in the business of or related to commercial real estate credit. We own, and expect to continue to own, all or substantially all of our assets through Invesco Commercial Real Estate Finance Investments, L.P. (the “Operating Partnership” or “INCREF OP”), a wholly-owned subsidiary. We have one operating segment.

We were incorporated in October 2022 as a Maryland corporation and intend to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2023. We are externally managed by Invesco Advisers, Inc. (the “Adviser”), a registered investment adviser and an indirect, wholly-owned subsidiary of Invesco Ltd. (“Invesco”), an independent global investment management firm.

As discussed in Note 5 - “Subsequent Events”, we amended and restated our charter in March 2023 to authorize the Company to issue 2,050,000,000 shares of stock consisting of 2,000,000,000 shares of common stock with a $0.01 par value per share and 50,000,000 shares of preferred stock with a par value of $0.01 per share. Under our amended and restated charter, we are authorized to issue 500,000,000 shares of Class S common stock, 500,000,000 shares of Class D common stock, 500,000,000 shares of Class I common stock and 500,000,000 shares of Class E common stock. We are conducting a continuous, unlimited private placement offering of our Class S shares, Class D shares, Class I shares and Class E shares (collectively, “Shares” or “the 2023 Offering”). The Share classes have different upfront selling commissions and different ongoing stockholder servicing fees. The Class E shares do not have management or performance fees. In March 2023, an affiliate of Invesco committed to purchase $150,000,000 in Shares (the “Invesco Subscription Agreement”). For information regarding the Invesco Subscription Agreement and additional capital committed by the affiliate of Invesco in August 2023, see Note 5 - “Subsequent Events” to the consolidated financial statements. We expect the transaction price for our Shares to be derived from a defined net asset value (“NAV”) per share. We will calculate NAV in accordance with the valuation guidelines approved by our board of directors. NAV is not a measure used under generally accepted accounting principles in the United States (“U.S. GAAP”), and the valuations of and certain adjustments made to our assets and liabilities used in the determination of NAV will differ from U.S. GAAP.

2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Our consolidated financial statements have been prepared in accordance with U.S. GAAP and consolidate the financial statements of the Company and its controlled subsidiaries. All significant intercompany transactions, balances, revenues and expenses are eliminated upon consolidation. We have not presented a statement of stockholders’ equity because the Company did not issue equity during the period from the date of incorporation (October 27, 2022) through December 31, 2022.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Actual results may differ from those estimates.

F-25

Cash and Cash Equivalents

We consider all highly liquid investments that have original or remaining maturity dates of three months or less when purchased to be cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value due to the highly liquid and short-term nature of these instruments. We may have cash balances in excess of federally insured amounts. We mitigate our risk of loss by maintaining cash deposits with high credit-quality institutions and by actively monitoring the credit risk of our counterparties.

Income Taxes

We intend to qualify as a REIT commencing with our taxable year ended December 31, 2023. Accordingly, we will generally not be subject to U.S. federal and applicable state and local corporate income tax to the extent that we make qualifying distributions to our stockholders, and provided that we satisfy certain asset, income, distribution and stock ownership tests on an ongoing basis. If we fail to qualify as a REIT and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal, state and local income taxes and may be precluded from qualifying as a REIT for the four taxable years following the year in which we lost our REIT qualification. Accordingly, our failure to qualify as a REIT could have a material adverse impact on our results of operations and amounts available for distribution to stockholders.

We will compute our dividends paid deduction for qualifying dividends to our stockholders using our REIT taxable income as opposed to net income reported on our consolidated financial statements. REIT taxable income will generally differ from net income determined in accordance with U.S. GAAP, because the determination of REIT taxable income is based on tax regulations and not financial accounting principles.

We may elect to treat one or more of our subsidiaries as a taxable REIT subsidiary (“TRS”). In general, a TRS may hold assets and engage in activities that we cannot hold or engage in directly and generally may engage in any real estate or non-real estate-related business. A TRS is subject to U.S. federal, state and local corporate income taxes.

3. Loan Payable - Related Party

We entered into a revolving credit agreement with an affiliate of Invesco in December 2022. The agreement provides for maximum borrowings of $30,000 that accrue interest at the short-term applicable federal rate in effect at the time each borrowing is made.

As of December 31, 2022, we borrowed $30,000 under the terms of this agreement and owed $76 for accrued interest on the loan. The loan is due in September 2023, and the carrying amount of the loan approximated fair value as of December 31, 2022 given the short term nature of the facility. The weighted average interest rate on the loan was 4.55% as of December 31, 2022.

We repaid the loan, including accrued interest expense, in June 2023.

4. Commitments and Contingencies

Commitments and contingencies may arise in the ordinary course of business.

As of December 31, 2022, the Company was not involved in or aware of any pending or threatened material litigation.

5. Subsequent Events

We have assessed subsequent events through August 21, 2023, the date that these financial statements were available to be issued.

F-26

We appointed an independent Board of Directors in March 2023. Our board of directors subsequently authorized an amended and restated capital structure and approved the related party agreements discussed below.

Authorized Capital

We amended and restated our charter in March 2023 to authorize the Company to issue 2,050,000,000 shares of stock consisting of 2,000,000,000 shares of common stock with a $0.01 par value per share and 50,000,000 shares of preferred stock with a par value of $0.01 per share. Under our amended and restated charter, we are authorized to issue 500,000,000 shares of Class S common stock, 500,000,000 shares of Class D common stock, 500,000,000 shares of Class I common stock and 500,000,000 shares of Class E common stock.

Prior to amending and restating our charter, we were authorized to issue 2,000,000 shares of Class N common stock with a par value of $0.01 per share. We are no longer authorized to issue Class N common stock under the amended and restated charter.

Invesco Subscription Agreement

In March 2023, an affiliate of Invesco committed to purchase $150,000,000 in Shares (the “Invesco Subscription Agreement”). We may call capital under the Invesco Subscription Agreement in one or more closings through March 23, 2028. Invesco’s affiliate may not submit its Shares for repurchase under the share repurchase plan described below until the earlier of March 23, 2028 and the date that our aggregate NAV is at least $1.5 billion. We can only accept a repurchase request from Invesco’s affiliate after all requests from unaffiliated stockholders have been fulfilled. We may elect to repurchase all or any portion of the $150,000,000 in Shares acquired by Invesco’s affiliate at any time at a per Share price equal to the most recently determined NAV per Share for each class (or another transaction price we believe reflects the NAV per Share more appropriately than the prior month’s NAV per Share). Invesco’s affiliate has agreed that it will hold $200,000 in Shares for as long as the Adviser or its affiliate acts in an advisory capacity to us.

In August 2023, an affiliate of Invesco agreed to purchase up to an additional $150,000,000 of Shares (the “Additional Commitment Amount”) under the Invesco Subscription Agreement. We may call the Additional Commitment Amount as needed to avoid triggering any concentration limit imposed by a third party in connection with its distribution or placement of Shares of the Company.

As of August 21, 2023, we issued Shares under the Invesco Subscription Agreement as discussed below in this Note 5- “Subsequent Events - Equity Issuances” to the consolidated financial statements.

Share Repurchase Plan

In March 2023, we adopted a share repurchase plan for our common stock. On a monthly basis, our stockholders may request that we repurchase all or any portion of their shares. We may choose, in our discretion, to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any month, subject to any limitations in the share repurchase plan.

The total amount of share repurchases under the plan is limited to 2% of our aggregate NAV per month and 5% of our aggregate NAV per calendar quarter. Shares will be repurchased at a price equal to the transaction price on the applicable repurchase date, subject to any early repurchase deduction. Our transaction price will generally equal our prior month’s NAV per share for that share class. Shares repurchased within one year of the date of issuance will be repurchased at 95% of the current transaction price (the “Early Repurchase Deduction”). The Early Repurchase Deduction will not apply to shares acquired through the distribution reinvestment plan discussed below. Due to the illiquid nature of investments in commercial real estate loans, we may not have sufficient liquid resources to fund repurchase requests. Our board of directors may modify or suspend the share repurchase plan.

F-27

Distribution Reinvestment Plan

In March 2023, we adopted a distribution reinvestment plan whereby stockholders will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. The per share purchase price for shares purchased under the distribution reinvestment plan will be equal to the transaction price at the time the distribution is payable. The transaction price will generally be equal to our prior month’s NAV per share for that share class. Stockholders will not pay upfront selling commissions when purchasing shares under the distribution reinvestment plan; however, all outstanding Class S and Class D shares purchased under the distribution reinvestment plan will be subject to an ongoing stockholder servicing fee. The stockholder servicing fees for Class S shares and Class D shares are calculated based on the NAV for those shares and would reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class.

Stockholder Servicing Fees and Other Selling Commissions

In May 2023, we entered into an agreement with a registered broker-dealer affiliated with the Adviser (the “Dealer Manager”) in connection with the 2023 Offering. Under the terms of our agreement, the Dealer Manager is entitled to receive upfront selling commissions and stockholder servicing fees for Class S and Class D shares sold in the 2023 Offering. The Dealer Manager reallows (pays) all or a portion of the stockholder servicing fees to participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers and will waive stockholder servicing fees to the extent a broker-dealer is not eligible to receive it for failure to provide such services.

The following table summarizes the upfront selling commissions for each class of shares payable at the time of subscription and the stockholder servicing fee we pay the Dealer Manager on an annualized basis as a percentage of our NAV for such class:

	Class S Share	Class D Share	Class I Share	Class E Shares
Maximum Upfront Selling Commissions     (% of Transaction Price)	up to 3.5%	up to 1.5%	—	—
Stockholder Servicing Fee     (% of NAV)	0.85%	0.25%	—	—

We will cease paying the stockholder servicing fee with respect to any Class S share or Class D share held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total upfront selling commissions and stockholder servicing fees paid with respect to the shares held by the stockholder would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such shares (including the gross proceeds of any shares issued under our distribution reinvestment plan upon the reinvestment of distributions paid with respect thereto or with respect to any shares issued under our distribution reinvestment plan directly or indirectly attributable to such shares). At the end of such month, such Class S share or Class D share will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such share.

Advisory Agreement

Management, Performance and Loan Commitment Fees

In March 2023, we entered into an advisory agreement with Adviser. Our Adviser is subject to the supervision and oversight of our board of directors and has only such functions and authority as we delegate to it. The Adviser and its affiliates provide us with our management team, including our officers and appropriate support personnel. Each of our officers is an employee of the Adviser or one of its affiliates. We do not have any employees. We did not incur any costs for support personnel provided by the Adviser for the period from October 27, 2022 (date of incorporation) through December 31, 2022.

F-28

We will pay the Adviser a management fee equal to 1.0% per annum of NAV, calculated monthly in arrears as of the end of the immediately preceding month with respect to our Class S Shares, Class D Shares and Class I Shares. We will also pay the Adviser a Performance Fee equal to 10% of our “Performance Fee Income.” Performance Fee Income with respect to each class of common shares subject to a performance fee means the net income (determined in accordance with U.S. GAAP) allocable to such class of common shares subject to adjustment as defined under the terms of our advisory agreement. We will not pay the Adviser a performance fee with respect to any class of shares that has a negative total return per share for the calendar year. For purposes of the performance fee calculation, total return per share is defined as an amount equal to: (i) the cumulative distributions per share accrued with respect to such class of common shares since the beginning of the calendar year plus (ii) the change in NAV per share of such class of common shares since the beginning of the calendar year, prior to giving effect to (y) any accrual for performance fees with respect to such class of common shares or (z) any applicable stockholder servicing fees.

The management fee and the performance fee are payable in cash or Class E shares at the option of the Adviser. We will not pay the Adviser a management or performance fee with respect to our Class E shares. Management fees and performance fees will begin to accrue on the later of March 1, 2024 or the date that we file as a reporting company under the Exchange Act. Management fees will be paid quarterly in arrears and performance fees will be paid annually.

The initial term of our advisory agreement expires on March 31, 2025. The advisory agreement is subject to automatic renewals for successive one-year periods unless otherwise terminated in accordance with the provisions of the agreement. If the Advisory Agreement is terminated, the Adviser will be entitled to receive its prorated management fee and performance fee owed through the date of termination. If we elect not to renew our advisory agreement based on unsatisfactory performance and not for cause, we owe our Adviser a termination fee equal to three times the sum of our average annual management fee during the 24-month period before termination, calculated as of the end of the most recently completed fiscal quarter.

We will charge a commitment fee to borrowers in connection with the origination of each new loan. The commitment fee is calculated as a percentage of the whole loan at the time of the loan closing. We will pay the Adviser 50% of the commitment fee (not to exceed 0.5% of the loan amount) as compensation for sourcing, structuring and negotiating the loan.

Organizational and Offering Expenses

The Adviser has agreed to advance all of our organizational and offering expenses (other than upfront selling commissions and ongoing stockholder servicing fees) incurred through the earlier of (1) the date that our NAV reaches $1.0 billion and (2) March 31, 2024. We will reimburse the Adviser for all of our advanced expenses ratably over the 60 months following such date.

Under the terms of our advisory agreement, organizational and offering expenses became a liability of the Company on March 23, 2023. Organizational and offering expenses include costs incurred by the Adviser prior to entering into the advisory agreement with the Company.

As of December 31, 2022, the Adviser had incurred organizational and offering expenses of approximately $281,200 and $126,900, respectively, on our behalf that have not been recorded in our consolidated financial statements. The organizational and offering expenses primarily consisted of legal fees associated with preparation of our organizational documents, private placement memorandum and advice regarding REIT matters.

F-29

Operating Expenses Reimbursement

The Adviser has agreed to advance our operating expenses, including debt issuance costs, incurred through the earlier of (1) the date that our NAV reaches $500 million and (2) March 31, 2024 (the “Operating Expense Commencement Date”). We will reimburse the Adviser for our advanced operating expenses ratably over the 60 months following such date.

As of December 31, 2022, the Adviser had incurred operating expenses of approximately $372 on our behalf that are not recorded in our consolidated financial statements.

Following the Operating Expense Commencement Date, we will reimburse the Adviser at the end of each fiscal quarter for total operating expenses paid by the Adviser. However, we may not reimburse the Adviser at the end of any fiscal quarter for total operating expenses (as defined in our charter) that, in the four consecutive fiscal quarters then ended, exceed the greater of 2% of average invested assets or 25% of net income determined without reduction for any non-cash reserves and excluding any gain from the sale of our assets for that period (the “2%/25% Guidelines”). We may reimburse the Adviser for expenses in excess of the 2%/25% Guidelines if a majority of our independent directors determines that such excess expenses are justified based on unusual and non-recurring factors.

Investment Portfolio Activity

As of August 21, 2023, we originated the following commercial real estate loans:

$ in thousands					As of August 21, 2023
Metropolitan Statistical Area	Property Type		Origination Date		Interest Rate(1)			Loan Amount(2)		Principal Balance		Current Maturity		Maximum Maturity(3)
Phoenix		Industrial		5/17/2023		8.66	%	$	136,000	$	116,180		6/9/2025		6/9/2028
San Jose(4)		Multifamily		5/31/2023		8.46	%	$	41,700	$	41,700		6/9/2026		6/9/2028
New York		Multifamily		7/26/2023		8.41	%	$	73,600	$	73,600		8/9/2026		8/9/2028
Los Angeles		Multifamily		8/4/2023		8.41	%	$	85,180	$	80,050		8/9/2025		8/9/2028
Total								$	336,480	$	311,530

(1) Loans earn interest at the one-month Term Secured Overnight Financing Rate (“SOFR”) plus a spread.

(2) Loan amount consists of outstanding principal balance plus unfunded loan commitment.

(3) Maximum maturity assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions as defined in the respective loan agreement.

(4) An affiliate of the Adviser previously originated a loan to an unaffiliated borrower in August 2018 secured by the same collateral as this loan. We negotiated the terms of our loan directly with the unaffiliated borrower at market and without the involvement of the affiliate of the Adviser. The unaffiliated borrower used the refinancing proceeds from our loan to repay the affiliate of the Adviser.

Financing Activity

Subsequent to December 31, 2022, we entered into three repurchase agreement facilities to provide floating rate financing for our commercial loan investments and a revolving credit facility. The repurchase agreement facilities provide for aggregate borrowings of $573.3 million, bear interest at one-month Term SOFR plus a spread and initially mature in 2025 with varying extension options. The revolving credit facility provides for maximum borrowings of $135 million, bears interest at daily or one-month Term SOFR plus a spread and matures in October 2023. The repurchase agreement facilities and the revolving credit facility are subject to various loan covenants and restrictions.

F-30

As of August 21, 2023, we borrowed $236.4 million under our repurchase agreement facilities and $59.1 million under our revolving credit facility. We pledged the principal balance of our four commercial loan investments as collateral for our repurchase agreements. The revolving credit facility is secured by the Invesco Subscription Agreement.

Issuances of Stockholders’ Equity

We issued the following common and preferred stock as of August 21, 2023:

$ in thousands	Shares		Net Proceeds
Preferred Stock
12.5% Series A Cumulative Redeemable Preferred Stock		111	$	100
Common Stock
Class S		153,511	$	3,837
Class D		153,511		3,837
Class I		153,511		3,837
Class E		153,400		3,835
Total Common Stock		613,933	$	15,346

Related Party Common Stock Ownership

The above table includes the following common stock issued to an affiliate of Invesco for $25 per share under the terms of the Invesco Subscription Agreement: 153,400 Class S shares; 153,400 Class D Shares; 153,400 Class I shares and 153,400 Class E shares. We received aggregate proceeds of $15,340,000 for these shares.

Stapled Unit Offering of Preferred and Common Stock

We issued 111 Stapled Units in a private placement in June 2023 for net proceeds of approximately $107,000 after issuance costs. Each Stapled Unit consists of one share of 12.5% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), one Class S Share, one Class D Share and one Class I Share. The Stapled Unit holders cannot separate the individual shares of stock that constitute the Stapled Unit and can only sell or transfer the Stapled Units as a unit. The Stapled Unit holders are not eligible to participate in the share repurchase plan discussed below We allocated the proceeds of the Stapled Unit offering based on the relative fair value of the preferred and common stock issued in the offering.

The Series A Preferred Stock has a liquidation value of $1,000 per share. Holders of our Series A Preferred Stock are entitled to receive dividends at an annual rate of 12.5% of the liquidation preference, or $125.00 per share per annum. Dividends are cumulative and payable semi-annually. We can call the Series A Preferred Stock at any time through December 31, 2024 at a 5% call premium above the liquidation value. The Series A Preferred Stock has no call premium on or after January 1, 2025, and we can call the Series A Preferred Stock for $1,000 at any time on or after January 1, 2025. We can call the common shares issued in this private placement at any time at the current transaction price for the respective class of common stock. The common shares are entitled to the same distributions as other common shares issued by the Company. We must redeem all Stapled Unit holders if we elect to call the Series A Preferred Stock or any class of common shares.

F-31

EX-3.1

Exhibit 3.1

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

ARTICLES OF AMENDMENT AND RESTATEMENT

FIRST: Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Corporation”), desires to amend and restate its charter as currently in effect and as hereinafter amended.

SECOND: The following provisions are all the provisions of the charter currently in effect and as hereinafter amended:

ARTICLE I

NAME

The name of the corporation (which is hereinafter called the “Corporation”) is: Invesco Commercial Real Estate Finance Trust, Inc.

ARTICLE II

PURPOSES AND POWERS

The purposes for which the Corporation is formed are to engage in any lawful act or activity (including, without limitation or obligation, engaging in business as a real estate investment trust under the Internal Revenue Code of 1986, as amended, or any successor statute (the “Code”)) for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force.

ARTICLE III

PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

The address of the principal office of the Corporation in the State of Maryland is do The Corporation Trust Incorporated, 2405 York Road, Suite 201, Lutherville Timonium, Maryland 21093-2264. The name and address of the resident agent of the Corporation are The Corporation Trust Incorporated, 2405 York Road, Suite 201, Lutherville Timonium, Maryland 21093-2264. The resident agent is a Maryland corporation.

ARTICLE IV

DEFINITIONS

As used in the Charter, the following terms shall have the following meanings unless the context otherwise requires:

“Adviser” shall mean the Person appointed, employed or contracted with by the Corporation pursuant to Article VIII hereof and responsible for directing or performing the day-to-day business affairs of the Corporation, including any Person to whom the Adviser subcontracts all or substantially all of such functions.

“Advisers Act” shall mean the Investment Advisers Act of 1940, as amended.

“Advisory Agreement” shall mean the agreement between the Corporation and the Adviser pursuant to which the Adviser will direct or perform the day-to-day business affairs of the Corporation.

“Affiliate” shall mean, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, 20% or more of the outstanding voting securities of such other Person; (ii) any Person 20% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person, including any partnership in which such Person is a general partner; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

“Aggregate Share Ownership Limit” shall mean 9.9%, in value or number of shares, whichever is more restrictive, of the aggregate of the outstanding Shares, or such other percentage determined by the Board of Directors in accordance with Section 6.1.8 of the Charter.

“Beneficial Ownership” shall mean ownership of Shares by a Person, whether the interest in Shares is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.

“Bidder” shall have the meaning as provided in Section 9.2(a) herein.

“Board” or “Board of Directors” shall mean the Board of Directors of the Corporation.

“Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

“Bylaws” shall mean the Bylaws of the Corporation, as amended from time to time.

“Charitable Beneficiary” shall mean one or more beneficiaries of the Charitable Trust as determined pursuant to Section 6.2.6, provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

“Charitable Trust” shall mean any trust provided for in Section 6.2.1.

“Charitable Trustee” shall mean the Person unaffiliated with the Corporation and a Prohibited Owner that is appointed by the Corporation to serve as Trustee of the Charitable Trust.

“Charter” shall mean the charter of the Corporation, including any additional articles of amendment and restatement or articles supplementary that may be filed with the State Department of Assessment and Taxation of Maryland.

“Class D Common Shares” shall have the meaning as provided in Section 5.1 herein.

“Class D Conversion Rate” shall mean the fraction, the numerator of which is the Class D NAV Per Share and the denominator of which is the Class I NAV Per Share.

“Class D NAV Per Share” shall mean the Net Asset Value allocable to the Class D Common Shares (including any reduction for Stockholder Servicing Fees as described in the Private Placement Memorandum), determined as described in the Private Placement Memorandum, divided by the number of outstanding Class D Common Shares.

“Class E Common Shares” shall have the meaning as provided in Section 5.1 herein.

“Class E Conversion Rate” shall mean the fraction, the numerator of which is the Class E NAV Per Share and the denominator of which is the Class I NAV Per Share.

“Class E NAV Per Share” shall mean the Net Asset Value allocable to the Class E Common Shares (including any reduction for Stockholder Servicing Fees as described in the Private Placement Memorandum), determined as described in the Private Placement Memorandum, divided by the number of outstanding Class E Common Shares.

“Class I Common Shares” shall have the meaning as provided in Section 5.1 herein.

“Class I NAV Per Share” shall mean the Net Asset Value allocable to the Class T Common Shares (including any reduction for Stockholder Servicing Fees as described in the Private Placement Memorandum), determined as described in the Private Placement Memorandum, divided by the number of outstanding Class I Common Shares.

2

“Class S Common Shares” shall have the meaning as provided in Section 5.1 herein.

“Class S Conversion Rate” shall mean the fraction, the numerator of which is the Class S NAV Per Share and the denominator of which is the Class I NAV Per Share.

“Class S NAV Per Share” shall mean the Net Asset Value allocable to the Class S Common Shares (including any reduction for Stockholder Servicing Fees as described in the Private Placement Memorandum), determined as described in the Private Placement Memorandum, divided by the number of outstanding Class S Common Shares.

“Code” shall have the meaning as provided in Article II herein.

“Common Share Ownership Limit” shall mean 9.9% (in value or in number of Common Shares, whichever is more restrictive) of the aggregate of the outstanding Common Shares, or such other percentage determined by the Board of Directors in accordance with Section 6.1.8 of the Charter.

“Common Shares” shall have the meaning as provided in Section 5.1 herein.

“Constructive Ownership” shall mean ownership of Shuts by a Person, whether the interest in Shares is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

“Corporation” shall have the meaning as provided in Article 1 herein.

“Dealer Manager” shall mean such Person selected by the Board to act as the dealer manager for an Offering.

“Dealer Manager Fee” shall mean the dealer manager fee payable to the Dealer Manager as described in the Private Placement Memorandum.

“Directors” shall have the meaning as provided in Section 7.1 herein.

“Distributions” shall mean any distributions (as such term is defined in Section 2-301 of the MGCL), pursuant to Section 5.5 hereof, by the Corporation to owners of Shares, including distributions that may constitute a return of capital for federal income tax purposes.

“Excepted Holder” shall mean a Stockholder for whom an Excepted Holder Limit is created by the Board of Directors pursuant to Section 6.1.7.

“Excepted Holder Limit” shall mean, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board of Directors pursuant to Section 6.1.7 and subject to adjustment pursuant to Section 6.1.8, the percentage limit established by the Board of Directors pursuant to Section 6.1.7.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto.

“Gross Proceeds” shall mean the aggregate purchase price of all Shares sold for the account of the Corporation through an Offering, without deduction for Selling Commissions. Solely for the purpose of computing Gross Proceeds in Section 5.2.3(b), the purchase price of any Class D Common Share, Class I Common Share, Class S Common Share or Class E Common Share shall be deemed to be the full, non-discounted offering price at the time of purchase of each such Share.

3

“Initial Date” shall mean January 1, 2023; provided, however, that following any Restriction Termination Date, the term “Initial Date” shall mean the date on which the Corporation files, and the SDAT accepts for record, a Certificate of Notice setting forth the determination of the Board of Directors that it is in the best interests of the Corporation to attempt to qualify or requalify as a REIT.

“Listing” shall mean the listing of any or all of the Common Shares on a national securities exchange. Upon a Listing, such Common Shares shall be deemed “Listed.”

“Loans” shall mean senior or junior loans, which may be whole loans or participation in loans, syndicated interests in loans, mortgages, structured debt products, mezzanine loans, other interests in loans or debt-like investments related to real estate assets and real estate companies.

“Market Price” on any date shall mean, with respect to any class or series of outstanding Shares, the Closing Price for such Shares on such date. The “Closing Price” on any date shall mean the last sale price for such Shares, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Shares, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such Shares are listed or admitted to trading or, if such Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the principal automated quotation system that may then be in use or, if such Shares are not quoted by any such system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Shares selected by the Board of Directors or, in the event that no trading price is available for such Shares, the fair market value of Shares, as determined by the Board of Directors.

“MGCL” shall mean the Maryland General Corporation Law, as amended from time to time.

“Minimum Account Balance” shall have the meaning as provided in Section 5.7 herein.

“Net Asset Value” shall mean the net asset value of the Corporation.

“9.2(b) Notice” shall have the meaning as provided in Section 9.2 herein.

“Non-Compliant Tender Offer” shall have the meaning as provided in Section 9.2 herein.

“Offering” shall mean any offering of Shares for the account of the Corporation.

“Organization and Offering Expenses” shall have the meaning set forth in the Advisory Agreement.

“Person” shall mean an individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other legal entity and, for purposes of Article VI herein (and all defined terms used in such Article), also includes a group as that term is used for purposes of Section 13(d)(3) of the Exchange Act and a group to which an Excepted Holder Limit applies.

“Position Statement” shall have the meaning as provided in Section 9.2 herein.

“Preferred Shares” shall have the meaning as provided in Section 5.1 herein.

“Private Placement” shall mean an unregistered private offering of Shares pursuant to applicable exemptions from registration under the Securities Act.

“Private Placement Memorandum” shall mean the private placement memorandum of the Corporation with respect to the offer and sale of the shares of the Corporation, as it may be supplemented, amended or restated from time to time, including all exhibits and appendixes thereto.

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“Prohibited Owner” shall mean, with respect to any purported Transfer, any Person who, but for the provisions of Article VI herein, would Beneficially Own or Constructively Own Shares in violation of Section 6.1.1, and, if appropriate in the context, shall also mean any Person who would have been the record owner of Shares that the Prohibited Owner would have so owned.

“Reinvestment Plan” shall mean the Corporation’s distribution reinvestment plan.

“Reinvestment Proceeds” shall mean, with respect to any Share issued pursuant to a Reinvestment Plan, the Net Asset Value allocable to the Shares of such class, determined as described in the Private Placement Memorandum, divided by the number of outstanding Shares of such class, at the time of issuance.

“REIT” shall mean a corporation, trust, association or other legal entity that qualifies for taxation as a real estate investment trust under the REIT Provisions of the Code.

“REIT Provisions of the Code” shall mean Sections 856 through 860 of the Code and any successor or other provisions of the Code relating to real estate investment trusts (including provisions as to the attribution of ownership of beneficial interests therein) and the regulations promulgated thereunder.

“Repurchase Plan” shall mean the program or programs established from time to time by the Board of Directors pursuant to which the Corporation voluntarily repurchases Common Shares from the holders thereof.

“Rescission Notice” shall have the meaning as provided in Section 9.2 herein.

“Restriction Termination Date” shall mean the first day after the Initial Date on which the Board of Directors determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of Shares set forth herein is no longer required in order for the Corporation to qualify as a REIT.

“SDAT” shall have the meaning as provided in Section 5.4 herein.

“SEC” shall mean the U. S. Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time, or any successor statute thereto. Reference to any provision of the Securities Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

“Selling Commissions” shall mean any and all up-front fees and commissions payable to dealer managers or other broker-dealers in connection with the sale of Shares, including, without limitation, up-front fees or commissions payable to the Dealer Manager.

“Shares” shall mean shares of stock of the Corporation of any class or series, including Common Shares or Preferred Shares.

“Soliciting Dealers” shall mean those broker-dealers that are members of the Financial Industry Regulatory Authority, Inc., or that are exempt from broker-dealer registration, and that, in either case, enter into participating broker or other agreements with the Dealer Manager to sell Shares.

“Sponsor” shall mean any Person that (i) is directly or indirectly instrumental in organizing, wholly or in part, the Corporation or (ii) will control, manage or participate in the management of the Corporation, and any Affiliate of such Person. A Person may also be deemed a Sponsor of the Corporation by: (a) taking the initiative, directly or indirectly, in founding or organizing the Corporation, either alone or in conjunction with one or more other Persons,(b) receiving a material participation in the Corporation in connection with the founding or organizing of the business of the Corporation, in consideration of services or property, or both services and property,(c) having a substantial number of relationships and contacts with the Corporation,(d) possessing significant rights to control properties,(e) receiving

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fees for providing services to the Corporation which are paid on a basis that is not customary in the industry or (f) providing goods or services to the Corporation on a basis which was not negotiated at arm’s-length with the Corporation. “Sponsor” does not include any Person whose only relationship with the Corporation is that of an independent contractor and whose only compensation is as such, or wholly independent third parties such as attorneys and accountants whose only compensation is for professional services.

“Stockholder Servicing Fee” shall mean the stockholder servicing fee payable to the Dealer Manager and reallowable to soliciting dealers with respect to any class of Common Shares for which such fees is payable, as further described in the Private Placement Memorandum.

“Stockholders” shall mean the holders of record of the Shares as maintained in the books and records of the Corporation or its transfer agent.

“Transfer” shall mean any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event that causes any Person to acquire Beneficial Ownership or Constructive Ownership of Shares or the right to vote or receive dividends on Shares, or any agreement to take any such actions or cause any such events, including (i) the granting or exercise of any option (or any disposition of any option), (ii) any disposition of any securities or rights convertible into or exchangeable for Shares or any interest in Shares or any exercise of any such conversion or exchange right and (iii) Transfers of interests in other entities that result in changes in Beneficial Ownership or Constructive Ownership of Shares; in each case, whether voluntary or involuntary, whether owned of record, Constructively Owned or Beneficially Owned and whether by operation of law or otherwise. The terms “Transferring” and “Transferred” shall have the correlative meanings.

ARTICLE V

STOCK

Section 5.1 Authorized Shares. The Corporation has authority to issue 2,050,000,000 Shares, consisting of 2,000,000,000 shares of common stock, $0.01 par value per share (the “Common Shares”), 500,000,000 of which are classified as Class D Common Stock (the “Class D Common Shares”), 500,000,000 of which are classified as Class I Common Stock (the “Class I Common Shares”), 500,000,000 of which are classified as Class S Common Stock (the “Class S Common Shares”), and 500,000,000 of which are classified as Class E Common Stock (the “Class E Common Shares”) and 50,000,000 shares of preferred stock, $0.01 par value per share (the “Preferred Shares”). The aggregate par value of all authorized Shares having par value is $20,500,000. The Board may classify or reclassify any unissued Common Shares from time to time into one or more classes or series of Shares. If Shares of one class are classified or reclassified into Shares of another class pursuant to this Article V, the number of authorized Shares of the former class shall be automatically decreased and the number of Shares of the latter class shall be automatically increased, in each case by the number of Shares so classified or reclassified, so that the aggregate number of Shares of all classes that the Corporation has authority to issue shall not be more than the total number of Shares set forth in the first sentence of this paragraph. The Board of Directors, with the approval of a majority of the entire Board and without any action by the Stockholders, may amend the Charter from time to time to increase or decrease the aggregate number of Shares or the number of Shares of any class or series that the Corporation has authority to issue.

Section 5.2 Common Shares.

Section 5.2.1 Voting Rights. Subject to the provisions of Article VI and except as may otherwise be specified in the Charter, each Common Share shall entitle the holder thereof to one vote per share on all matters upon which Stockholders are entitled to vote pursuant to Section 9.1 hereof. Except as may be provided otherwise in the Charter, the holders of the Common Shares shall have the exclusive right to vote on all matters (as to which a common stockholder shall be entitled to vote pursuant to applicable law) at all meetings of the Stockholders. The holders of Common Shares shall vote together as a single class on all actions to be taken by the Stockholders; provided, however, that with respect to (a) any amendment of the Charter that would materially and adversely affect the rights, preferences and privileges of only a particular class of Common Shares, (b) any matter submitted to Stockholders that relates solely to a particular class of Common Shares or (c) any matter submitted to Stockholders in which the interests of a particular class of Common Shares differ from the interests of all other classes of Common Shares, only the affirmative vote of the holders of a majority of such affected class of Common Shares, with no other class of Common Shares voting except such affected class of Common Shares voting as a separate class, shall be required.

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Section 5.2.2 Conversion Upon Listing. Upon the Listing of a class of Common Shares or such later date or dates not to exceed twelve months from the date of Listing as shall be approved by the Board of Directors with respect to all or any portion of the outstanding Shares of the class or classes of Common Shares that are not so Listed, each Share of the class or classes of Common Shares that are not so Listed or of such portion thereof shall automatically and without any action on the part of the holder thereof convert into a number of Shares of the class of Common Shares that is Listed equal to a fraction, the numerator of which is the Net Asset Value allocable to each Share of the applicable class of Common Shares that is not Listed and the denominator of which is the Net Asset Value allocable to each Share of the class of Common Shares that is Listed.

Section 5.2.3 Conversion of Class S Common Shares, Class D Common Shares and Class E Common Shares Upon Certain Other Events. Each Class S Common Share, Class D Common Share and Class E Common Share held in a Stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class 1 Common Shares equal to the Class S Conversion Rate, Class D Conversion Rate or Class E Conversion Rate, respectively, on the earliest of (a) a merger or consolidation of the Corporation with or into another entity or the sale or other disposition of all or substantially all of the Corporation’s assets, in each case in a transaction in which the Stockholders receive cash or securities listed on a national securities exchange, and (b) the end of the month in which the Dealer Manager in conjunction with the Corporation’s transfer agent determines that total Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees paid with respect to the Shares held by such Stockholder within such account would exceed, in the aggregate, 8.75% (or such other percentage not exceeding 10% as determined by the Board of Directors and disclosed by the Corporation in a press release reported by a widely circulated news or wire service or in a document publicly filed by the Corporation with the SEC pursuant to the Exchange Act) of the sum of the Gross Proceeds from the sale of such Shares and the aggregate Reinvestment Proceeds of any Shares issued under a Reinvestment Plan upon the reinvestment of the Distributions paid with respect to such Shares or with respect to any Shares issued under a Reinvestment Plan directly or indirectly attributable to such Shares.

Section 5.2.4 Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up, or any Distribution of the assets of the Corporation, the aggregate assets of the Corporation available for Distribution to holders of the Common Shares shall be determined in accordance with applicable law. Immediately before any liquidation, dissolution or winding up, or any distribution of the assets of the Corporation pursuant to a plan of liquidation, dissolution or winding up, Class D Common Shares will automatically convert to Class I Common Shares at the Class D Conversion Rate, Class S Common Shares will automatically convert to Class 1 Common Shares at the Class S Conversion Rate and Class E Common Shares will automatically convert to Class I Common Shares at the Class E Conversion Rate. Following such conversion, the aggregate assets of the Corporation available for Distribution to holders of the Common Shares, or the proceeds therefrom, shall be distributed to each holder of Class I Common Shares, ratably with each other holder of Class 1 Common Shares, which will include all converted Class S Common Shares, Class D Common Shares and Class E Common Shares, in such proportion as the number of outstanding Class I Common Shares held by such holder bears to the total number of outstanding Class I Common Shares then outstanding.

Section 5.2.5 Treatment of Excess Inclusion Income. In the event that a portion of the Corporation’s income shall be treated as “excess inclusion income” that it derives from an equity interest in a taxable mortgage pool (for U.S. federal income tax purposes), and only in the event that one or more holders of a class of Common Shares shall be “disqualified organizations” (as defined below), the Corporation may reduce the amount of any Distribution otherwise payable to the holder of a class of Common Shares that is a “disqualified organization” by the amount of tax paid by the Corporation that is attributable to such holder’s ownership of Common Shares. A “disqualified organization” includes: (1) the United States; (2) any state or political subdivision of the United States; (3) any foreign government; (4) any international organization; (5) any agency or instrumentality of any of the foregoing; (6) any other tax-exempt organization (other than a farmer’s cooperative described in Section 521 of the Code) that is exempt from income taxation and is not subject to taxation under the unrelated business taxable income provisions of the Code; and (7) any rural electrical or telephone cooperative.

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Section 5.3 Preferred Shares. The Board may from time to time issue Preferred Shares, and in the event the Board does choose to issue Preferred Shares, may subsequently classify any unissued Preferred Shares and reclassify any previously classified but unissued Preferred Shares of any series from time to time, into one or more classes or series of Shares.

Section 5.4 Classified or Reclassified Shares. Prior to the issuance of classified or reclassified Shares of any class or series, the Board by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Shares; (b) specify the number of Shares to be included in the class or series;(c) set or change, subject to the provisions of Article VI and subject to the express terms of any class or series of Shares outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland (“SDAT”). Any of the terms of any class or series of Shares set or changed pursuant to Section 5.4(c) may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares is clearly and expressly set forth in the articles supplementary or other charter document.

Section 5.5 Distributions. The Board of Directors may from time to time authorize the Corporation to declare and pay to Stockholders such dividends or other Distributions in cash or other assets of the Corporation or in securities of the Corporation, including in Shares of one class payable to holders of Shares of another class, or from any other source as the Board of Directors in its discretion shall determine. The Board of Directors shall endeavor to authorize the Corporation to declare and pay such dividends and other Distributions as shall be necessary for the Corporation to qualify as a REIT under the Code; provided, however, Stockholders shall have no right to any dividend or other Distribution unless and until authorized by the Board and declared by the Corporation. The exercise of the powers and rights of the Board of Directors pursuant to this Section 5.5 shall be subject to the provisions of any class or series of Shares at the time outstanding. The receipt by any Person in whose name any Shares are registered on the records of the Corporation or by his or her duly authorized agent shall be a sufficient discharge for all dividends or other Distributions payable or deliverable in respect of such Shares and from all liability to see to the application thereof.

Section 5.6 Charter and Bylaws. The rights of all Stockholders and the terms of all Shares are subject to the provisions of the Charter and the Bylaws.

Section 5.7 Minimum Account Repurchases. In the event that any holder of Common Shares fails to maintain in such holder’s account a minimum balance of$ 2,000 of Common Shares or such other amount of Common Shares as from time to time determined by the Board of Directors and set forth in a Certificate of Notice filed by the Corporation with the SDAT (the “Minimum Account Balance”), the Corporation may repurchase all of the Common Shares held by such holder at the repurchase price in effect under the Repurchase Plan on the date that the Corporation determines that such holder has failed to meet the Minimum Account Balance, less any early repurchase deduction as provided in the Repurchase Plan.

ARTICLE VI

RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES

Section 6.1 Shares.

Section 6.1.1 Ownership Limitations. During the period commencing on the Initial Date and prior to the Restriction Termination Date, but subject to Section 6.3:

(a) Basic Restrictions.

(i)(1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Shares in excess of the Aggregate Share Ownership Limit,(2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Common Shares in excess of the Common Share Ownership Limit and (3) no Excepted Holder shall Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder.

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(ii) No Person shall Beneficially Own or Constructively Own Shares to the extent that such Beneficial Ownership or Constructive Ownership of Shares would result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or otherwise failing to qualify as a REIT (including, but not limited to, Beneficial Ownership or Constructive Ownership that would result in the Corporation owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).

(iii) Any Transfer of Shares that, if effective, would result in Shares being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) at any time after January 30, 2024 shall be void ab initio, and the intended transferee shall acquire no rights in such Shares.

(b) Transfer in Trust. If any Transfer of Shares occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning Shares in violation of Section 6.1.1(a)(i) or (ii),

(i) then that number of Shares the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 6.1.1(a)(i) or (ii) (rounded up to the nearest whole share) shall be automatically Transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, as described in Section 6.2, effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such Shares; or

(ii) if the Transfer to the Charitable Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 6.1.1(a)(i) or (ii), then the Transfer of that number of Shares that otherwise would cause any Person to violate Section 6.1 .1(a)(i) or (ii) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares.

To the extent that, upon a transfer of Shares pursuant to this Section 6.1.1(b), a violation of any provision of this Article VI would nonetheless be continuing (for example, where the ownership of Shares by a single Charitable Trust would violate the 100 stockholder requirement applicable to REITs), then Shares shall be transferred to that number of Charitable Trusts, each having a distinct Charitable Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Charitable Trust, such that there is no violation of any provision of this Article VI.

Section 6.1.2 Remedies for Breach. If the Board of Directors or its designee (including any duly authorized committee of the Board) shall at any time determine that a Transfer or other event has taken place that results in a violation of Section 6.1.1 or that a Person intends to acquire or has attempted to acquire Beneficial Ownership or Constructive Ownership of any Shares in violation of Section 6.1.1 (whether or not such violation is intended), the • Board of Directors or its designee shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Corporation to redeem Shares, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer or other event; provided, however, that any Transfers or attempted Transfers or other events in violation of Section 6.1.1 shall automatically result in the Transfer to the Charitable Trust described above, and, where applicable, such Transfer (or other event) shall be void ab initio as provided above irrespective of any action (or non-action) by the Board of Directors or its designee.

Section 6.1.3 Notice of Restricted Transfer. Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of Shares that will or may violate Section 6.I.1(a), or any Person who would have owned Shares that resulted in a Transfer to the Charitable Trust pursuant to the provisions of Section 6.1.1(b), shall immediately give written notice to the Corporation of such event, or in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer on the Corporation’s status as a REIT.

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Section 6.1.4 Owners Required To Provide Information. From the Initial Date and prior to the Restriction Termination Date:

(a) every owner of more than five percent (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder or as otherwise required by the Board of Directors) of the outstanding Shares, within 30 days after the end of each taxable year, shall give written notice to the Corporation stating the name and address of such owner, the number of Shares Beneficially Owned and a description of the manner in which such Shares are held. Each such owner shall provide to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation’s status as a REIT and to ensure compliance with the Aggregate Share Ownership Limit, the Common Share Ownership Limit and the other restrictions set forth herein; and

(b) each Person who is a Beneficial or Constructive Owner of Shares and each Person (including the Stockholder of record) who is holding Shares for a Beneficial or Constructive Owner shall provide to the Corporation such information as the Corporation may request, in order to determine the Corporation’s status as a REIT and to comply with requirements of any taxing authority or governmental authority or to determine such compliance.

Section 6.1.5 Remedies Not Limited. Subject to Section 7.6 of the Charter, nothing contained in this Section 6.1 shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its Stockholders in preserving the Corporation’s status as a REIT.

Section 6.1.6 Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Section 6.1, Section 6.2 or any definition contained in Article IV, the Board of Directors may determine the application of the provisions of this Section 6.1 or Section 6.2 with respect to any situation based on the facts known to it. In the event Section 6.1 or 6.2 requires an action by the Board of Directors and the Charter fails to provide specific guidance with respect to such action, the Board of Directors may determine the action to be taken so long as such action is not contrary to the provisions of Article IV or Sections 6.1 or 6.2. Absent a decision to the contrary by the Board of Directors (which the Board may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 6.1.2) acquired Beneficial Ownership or Constructive Ownership of Shares in violation of Section 6.1.1, such remedies (as applicable) shall apply first to the Shares which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such Shares based upon the relative number of the Shares held by each such Person.

Section 6.1.7 Exceptions.

(a) Subject to Section 6.1.1(a)(ii), the Board of Directors may exempt (prospectively or retroactively) a Person from the Aggregate Share Ownership Limit and the Common Share Ownership Limit, as the case may be, and may establish or increase an Excepted Holder Limit for such Person if:

(i) the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary for the Board to ascertain that no individual’s Beneficial Ownership or Constructive Ownership of such Shares will violate Section 6.1.1(a)(i);

(ii) such Person does not and represents that it will not own, actually or Constructively, an interest in a tenant of the Corporation (or a tenant of any entity owned or controlled by the Corporation) that would cause the Corporation to own, actually or Constructively, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant and the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary to ascertain this fact (for this purpose, a tenant from whom the Corporation (or an entity owned or controlled by the Corporation) derives (and is expected to continue to derive) a sufficiently small amount of revenue such that, in the judgment of the Board of Directors, rent from such tenant would not adversely affect the Corporation’s ability to qualify as a REIT, shall not be treated as a tenant of the Corporation); and

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(iii) such Person agrees that any violation or attempted violation of such representations or undertakings (or other action which is contrary to the restrictions contained in Sections 6.1.1 through 6.1.6) will result in such Shares being automatically Transferred to a Charitable Trust in accordance with Sections 6.1.1(b) and 6.2.

(b) Prior to granting any exception pursuant to Section 6.1.7(a), the Board of Directors may require a ruling from the Internal Revenue Service, or an opinion of counsel, in either case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine or ensure the Corporation’s status as a REIT. Notwithstanding the receipt of any ruling or opinion, the Board of Directors may impose such conditions or restrictions as it deems appropriate in connection with granting such exception.

(c) Subject to Section 6.1.1(a)(ii), an underwriter which participates in a public offering or Private Placement of Shares (or securities convertible into or exchangeable for Shares) may Beneficially Own or Constructively Own Shares (or securities convertible into or exchangeable for Shares) in excess of the Aggregate Share Ownership Limit, the Common Share Ownership Limit or both such limits, but only to the extent necessary to facilitate such public offering or Private Placement.

(d) The Board of Directors may only reduce the Excepted Holder Limit for an Excepted Holder:(i) with the written consent of such Excepted Holder at any time, (ii) unless the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder provide otherwise, at any time after the Excepted Holder no longer Beneficially Owns or Constructively Owns Shares in excess of the Aggregate Share Ownership Limit or the Common Share Ownership Limit or (iii) pursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be reduced to a percentage that is less than the Common Share Ownership Limit.

Section 6.1.8 Increase or Decrease in Aggregate Share Ownership and Common Share Ownership Limits. Subject to Section 6.1.1(a)(ii), the Board of Directors may from time to time increase or decrease the Common Share Ownership Limit and the Aggregate Share Ownership Limit for one or more Persons and increase or decrease the Common Share Ownership Limit and the Aggregate Share Ownership Limit for all other Persons. No decreased Common Share Ownership Limit and/or Aggregate Share Ownership Limit will be effective for any Person whose percentage of ownership in Shares is in excess of such decreased Common Share Ownership Limit and/or Aggregate Share Ownership Limit, as applicable, until such time as such Person’s percentage of ownership in Shares equals or falls below the decreased Common Share Ownership Limit and/or Aggregate Share Ownership Limit, but any further acquisition of Shares in excess of such percentage ownership of Shares will be in violation of the Common Share Ownership Limit and/or Aggregate Share Ownership Limit and, provided further, that the new Common Share Ownership Limit and/or Aggregate Share Ownership Limit would not allow five or fewer Persons to Beneficially Own more than 49.9% in value of the outstanding Shares.

Section 6.1.9 Legend. Any certificate representing Shares shall bear substantially the following legend:

The Shares represented by this certificate are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose, among others, of the Corporation’s maintenance of its status as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the Corporation’s charter, (i) no Person may Beneficially Own or Constructively Own Common Shares in excess of 9.9% (in value or number of Common Shares) of the outstanding Common Shares unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own Shares in excess of 9.9% (in value or number of shares) of the total outstanding Shares, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person

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may Beneficially Own or Constructively Own Shares that would result in the Corporation being “closely held” under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; and (iv) any Transfer of Shares that, if effective, would result in Shares being beneficially owned by fewer than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code) at any time after January 30, 2024 shall be void ab initio, and the intended transferee shall acquire no rights in such Shares. Any Person who Beneficially Own or Constructively Owns or attempts to Beneficially Own or Constructively Own Shares which cause or will cause a Person to Beneficially Own or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Corporation in writing (or, in the case of an attempted transaction, give at least 15 days prior written notice). If any of the restrictions on Transfer or ownership as set forth in (i), (ii) or (iii) above are violated, the Shares in excess or in violation of the above limitations will be automatically Transferred to a Charitable Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Corporation may redeem Shares upon the terms and conditions specified by the Board of Directors in its sole discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described in (i), (ii) or (iii) above may be void ab initio.

All capitalized terms in this legend have the meanings defined in the Corporation’s charter, as the same may be amended from time to time, a copy of which, including the restrictions on Transfer and ownership, will be furnished to each holder of Shares on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its principal office.

Instead of the foregoing legend, the certificate may state that the Corporation will furnish a full statement about certain restrictions on transferability to a Stockholder on request and without charge. In the case of uncertificated Shares, the Corporation will send the holder of such Shares, on request and without charge, a written statement of the information otherwise required on certificates.

Section 6.2 Transfer of Shares in Trust.

Section 6.2.1 Ownership in Trust. Upon any purported Transfer or other event described in Section 6.1.1(b) that would result in a Transfer of Shares to a Charitable Trust, such Shares shall be deemed to have been Transferred to the Charitable Trustee as trustee of a Charitable Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such Transfer to the Charitable Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the Transfer to the Charitable Trust pursuant to Section 6.1.1(b). The Charitable Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 6.2.6.

Section 6.2.2 Status of Shares Held by the Charitable Trustee. Shares held by the Charitable Trustee shall continue to be issued and outstanding Shares. The Prohibited Owner shall have no rights in the Shares held by the Charitable Trustee. The Prohibited Owner shall not benefit economically from ownership of any Shares held in trust by the Charitable Trustee, shall have no rights to dividends or other Distributions and shall not possess any rights to vote or other rights attributable to the Shares held in the Charitable Trust.

Section 6.2.3 Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other Distributions with respect to Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other Distribution paid prior to the discovery by the Corporation that Shares have been Transferred to the Charitable Trustee shall be paid by the recipient of such dividend or other Distribution to the Charitable Trustee upon demand and any dividend or other Distribution authorized but unpaid shall be paid when due to the Charitable Trustee. Any dividends or other Distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares held in the Charitable Trust and, subject to Maryland law, effective as of the date that Shares have been Transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee’s sole discretion) (a) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Corporation that Shares have been Transferred to the Charitable Trustee and (b) to recast such vote

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in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Corporation has already taken irreversible corporate action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VI, until the Corporation has received notification that Shares have been Transferred into a Charitable Trust, the Corporation shall be entitled to rely on its share transfer and other Stockholder records for purposes of preparing lists of Stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes and determining the other rights of Stockholders.

Section 6.2.4 Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Corporation that Shares have been Transferred to the Charitable Trust, the Charitable Trustee shall sell the Shares held in the Charitable Trust to a Person, designated by the Charitable Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in Section 6.1.1(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 6.2.4. The Prohibited Owner shall receive the lesser of (a) the price paid by the Prohibited Owner for the Shares or, if the Prohibited Owner did not give value for the Shares in connection with the event causing the Shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the Shares on the day of the event causing the Shares to be held in the Charitable Trust and (b) the price per share received by the Charitable Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Charitable Trust. The Charitable Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and other Distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 6.2.3 of this Article VI. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Corporation that Shares have been Transferred to the Charitable Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 6.2.4, such excess shall be paid to the Charitable Trustee upon demand.

Section 6.2.5 Purchase Right in Shares Transferred to the Charitable Trustee. Shares Transferred to the Charitable Trustee shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per Share equal to the lesser of (a) the price per Share in the transaction that resulted in such Transfer to the Charitable Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (b) the Market Price on the date the Corporation, or its designee, accepts such offer. The Corporation shall have the right to accept such offer until the Charitable Trustee has sold the Shares held in the Charitable Trust pursuant to Section 6.2.4. Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner. The Corporation may reduce the amount payable to the Prohibited Owner by the amount of dividends and other Distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 6.2.3 of this Article VI. The Corporation may pay the amount of such reduction to the Charitable Trustee for the benefit of the Charitable Beneficiary.

Section 6.2.6 Designation of Charitable Beneficiaries. By written notice to the Charitable Trustee, the Corporation shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Charitable Trust such that (a) Shares held in the Charitable Trust would not violate the restrictions set forth in Section 6.1.1(a) in the hands of such Charitable Beneficiary and (b) each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code. Neither the failure of the Corporation to make such designation nor the failure of the Corporation to appoint the Charitable Trustee before the automatic transfer provided in Section 6.1.1(b) shall make such transfer ineffective, provided that the Corporation thereafter makes such designation and appointment.

Section 6.3 Settlement. Nothing in this Article VI shall preclude the settlement of any transaction entered into through the facilities of any national securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this Article VI and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article VI.

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Section 6.4 Enforcement. The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Article VI.

Section 6.5 Non-Waiver. No delay or failure on the part of the Corporation or the Board of Directors in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board of Directors, as the case may be, except to the extent specifically waived in writing.

Section 6.6 Severability. If any provision of this Article VI or any application of any such provision is determined to be invalid by any federal or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such provisions shall be affected only to the extent necessary to comply with the determination of such court.

ARTICLE VII

PROVISIONS FOR DEFINING, LIMITING

AND REGULATING CERTAIN POWERS OF THE

CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

Section 7.1 Number of Directors. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of Directors of the Corporation (the “Directors”) shall be seven, which number may be increased or decreased from time to time pursuant to the Bylaws; provided, however, that, the total number of Directors shall not be fewer than the minimum number permitted by the MGCL nor more than 15. The names of the current Directors who shall serve until the next annual meeting of Stockholders and until their successors are duly elected and qualify are:

R. Scott Dennis

Beth A. Zayicek

Bert J. Crouch

James H. Forson

R. David Kelly

Paul E. Rowsey

Ray Nixon

Any vacancy on the Board of Directors may be filled in the manner provided in the Bylaws.

The Corporation elects, at such time as it becomes eligible to make the election provided for under Section 3-804(c) of the MGCL, that, except as may be provided by the Board of Directors in setting the terms of any class or series of Preferred Shares, any and all vacancies on the Board of Directors may be filled only by the affirmative vote of a majority of the remaining Directors in office, even if the remaining Directors do not constitute a quorum, and any Director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred and until a successor is elected and qualifies.

Section 7.2 Extraordinary Actions. Except as specifically provided in Section 7.7 (relating to removal of Directors) and in Article XI, notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of Stockholders entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of Stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.

Section 7.3 Authorization by Board of Stock Issuance. The Board of Directors may authorize the issuance from time to time of Shares of any class or series, whether now or hereafter authorized, or securities or rights convertible into Shares of any class or series, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable (including as compensation for the Independent Directors or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the Charter or the Bylaws.

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Section 7.4 Preemptive Rights and Appraisal Rights. Except as may be provided by the Board of Directors in setting the terms of classified or reclassified Shares pursuant to Section 5.4 or as may otherwise be provided by contract approved by the Board of Directors, no holder of Shares shall, as such holder, have any preemptive right to purchase or subscribe for any additional Shares or any other security that the Corporation may issue or sell. Holders of Shares shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, upon the affirmative vote of a majority of the Board of Directors and upon such terms and conditions as may be specified by the Board of Directors, shall determine that such rights apply, with respect to all or any classes or series of Shares, to one or more transactions occurring after the date of such determination in connection with which holders of such Shares would otherwise be entitled to exercise such rights.

Section 7.5 Determinations by Board. The determination as to any of the following matters, made by or pursuant to the direction of the Board of Directors consistent with the Charter, shall be final and conclusive and shall be binding upon the Corporation and every holder of Shares:

(a) the amount of the net income for any period and the amount of assets at any time legally available for the payment of dividends, repurchase of Shares or the payment of other Distributions on Shares;

(b) the amount of paid-in surplus, the determination of the Net Asset Value of the Corporation, other surplus, annual or other cash flow, funds from operations, net profit, undivided profits or excess of profits over losses on sales of assets;

(c) the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety there of (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged);

(d) any interpretation or resolution of any ambiguity with respect to any provision of the Bylaws or the Charter, including, without limitation: (i) any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other Distributions, qualifications or terms or conditions of redemption of any shares of any class or series of Shares, (ii) any provision of the definitions of any of the following: Affiliate, Independent Director and Sponsor,(iii) which amounts paid to the Adviser or its Affiliates are expenses connected with the ownership of real estate interests, loans or other property, and (iv) Whether expenses qualify as Organization and Offering Expenses;

(e) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or any Shares;

(f) the number of Shares of any class of the Corporation;

(g) any matter relating to the acquisition, origination, holding and disposition of any assets of the Corporation;

(h) any interpretation of the terms and conditions of one or more agreements with any Person;

(i) the compensation of Directors, officers, employees or agents of the Corporation;

(j) any conflicts of interest between the Corporation and the Sponsor;

(k) any waiver of the Corporation’s investment guidelines;

(1) the determination of the independence of an individual proposed to be a new Director of the Corporation; and

(m) approval, consent, or waiver as may be required pursuant to applicable law (including the Advisers Act); or

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(n) any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or Bylaws or otherwise to be determined by the Board of Directors; provided, however, that any determination by the Board of Directors as to any of the preceding matters shall not render invalid or improper any action taken or omitted prior to such determination and no Director shall be liable for making or failing to make such a determination.

Section 7.6 REIT Qualification. If the Corporation elects to qualify for federal income tax treatment as a REIT, the Board of Directors shall use its reasonable best efforts to take such actions as are necessary or appropriate to preserve the status of the Corporation as a REIT; provided, however, if the Board of Directors determines that it is no longer in the best interests of the Corporation to attempt to, or continue to qualify as a REIT, the Board of Directors may revoke or otherwise terminate the Corporation’s REIT election pursuant to Section 856(g) of the Code. The Board of Directors also may determine that compliance with any restriction or limitation on stock ownership and Transfers set forth in Article VI is no longer required for REIT qualification.

Section 7.7 Removal of Directors. Subject to the rights of holders of one or more classes or series of Preferred Shares to elect or remove one or more directors, any Director, or the entire Board of Directors, may be removed from office at any time, but only for cause and then only by the affirmative vote of Stockholders entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of Directors. For the purpose of this paragraph, “cause” shall mean, with respect to any particular director, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty.

ARTICLE VIII

ADVISOR

Subject to such approval of Stockholders and other conditions, if any, as may be required by any applicable statute, rule or regulation, the Board of Directors may authorize the execution and performance by the Corporation of one or more agreements with any Person whereby, subject to the supervision and control of the Board of Directors, any such other Person shall render or make available to the Corporation managerial, investment, advisory and/or related services, office space and other services and facilities (including, if deemed advisable by the Board of Directors, the management or supervision of the investments of the Corporation) upon such terms and conditions as may be provided in such agreement or agreements (including, if deemed fair and equitable by the Board of Directors, the compensation payable thereunder by the Corporation).

ARTICLE IX

STOCKHOLDERS

Section 9.1 Voting Rights of Stockholders. Subject to the mandatory provisions of any applicable laws or regulations, the holders of Common Shares shall be entitled to vote only on the following matters: (a) election or removal of Directors; (b) amendment of the Charter as provided in Article XI hereof; (c) dissolution of the Corporation; (d) merger, conversion or consolidation of the Corporation, a statutory share exchange or the sale or other disposition of all or substantially all of the Corporation’s assets; and (e) such other matters with respect to which the Board of Directors has adopted a resolution declaring that a proposed action is advisable and directing that the matter be submitted to the Stockholders for approval or ratification.

Section 9.2 Tender Offers.

(a) If any Person makes a tender offer for Shares, including, without limitation, a “mini-tender” offer, such Person (a “Bidder”) must comply with all of the provisions set forth in Regulation 14D of the Exchange Act, including, without limitation, disclosure and notice requirements, that would be applicable if the tender offer was for more than 5% of the outstanding Shares; provided, however, that such documents are not required to be filed with the SEC. In addition, any Bidder must provide notice to the Corporation at least 10 Business Days prior to initiating any such tender offer. If any Bidder initiates a tender offer without complying with the foregoing (a “Non-Compliant Tender Offer”), the Corporation may elect to publish, send or give to Stockholders and the Bidder a statement (a “Position Statement”), which Position Statement may be posted on the Corporation’s

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website, disclosing that the Corporation (a) recommends acceptance or rejection of the Non-Compliant Tender Offer, (b) expresses no opinion and is remaining neutral toward the Non-Compliant Tender Offer, or (c) is unable to take a position with respect to the Non-Compliant Tender Offer. If the Corporation issues a Position Statement but does not recommend acceptance of the Non-Compliant Tender Offer, then the Corporation may elect to cause the rescission provisions of paragraph (b) of this Section 9.2 to be applicable by including a notice of such election (a “9.2(b) Notice”) in the Position Statement within 10 Business Days of the Corporation becoming aware of the commencement of the Non-Compliant Tender Offer.

(b) If the Corporation includes a 9.2(b) Notice in a Position Statement, and any Stockholder who tendered Shares in connection with the Non-Compliant Tender Offer delivers a notice (a “Rescission Notice”) to the Corporation within 30 days of issuance of the Position Statement indicating a desire to rescind such Stockholder’s tender, then such purported tender shall be void ab initio and the Bidder shall acquire no rights in such Shares and the Stockholder who delivered the Rescission Notice shall continue to have all rights in such Shares. Until the expiration of this 30-day period, the Corporation shall not record a transfer of Shares to the Bidder or its assignee in connection with the Tender Offer.

(c) In addition, unless waived by the Corporation, any Person who makes a Non-Compliant Tender Offer that is not recommended by the Corporation in the Position Statement shall be responsible for all expenses incurred by the Corporation in connection with (x) its review and consideration of the Non-Compliant Tender Offer, including board of directors meeting costs and the costs of counsel and financial advisors, (y) the publication and/or distribution of the Position Statement, including printing and mailing costs, and (a) the enforcement of the provisions of this Section 9.2. In addition to the remedies provided herein, the Corporation may seek injunctive relief, including, without limitation, a temporary or permanent restraining order, in connection with any Non-Compliant Tender Offer.

(d) This Section 9.2 shall be of no force or effect with respect to any Shares that are then Listed as of the date of the commencement of the tender offer.

ARTICLE X

LIABILITY LIMITATION AND INDEMNIFICATION

Section 10.1 Limitation of Stockholder Liability. No Stockholder shall be liable for any debt, claim, demand, judgment or obligation of any kind of, against or with respect to the Corporation by reason of being a Stockholder, nor shall any Stockholder be subject to any personal liability whatsoever, in tort, contract or otherwise, to any Person in connection with the assets or the affairs of the Corporation by reason of being a Stockholder.

Section 10.2 Limitation of Director and Officer Liability. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no Director or officer of the Corporation shall be liable to the Corporation or its Stockholders for money damages. Neither the amendment nor repeal of this Section 10.2, nor the adoption or amendment of any other provision of the Charter or Bylaws inconsistent with this Section 10.2, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

Section 10.3 Indemnification. To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (i) any individual who is a present or former Director or officer of the Corporation and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity, (ii) any individual who, while a Director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner, member, manager or trustee of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (iii) the Adviser or any of its Affiliates acting as an agent of the Corporation and made or threatened to be made a party to the proceeding by reason of its service in that capacity. The rights to indemnification and advance of expenses provided to a Director or officer hereby shall vest immediately upon election of such Director or officer. The Corporation may, with the approval of the Board of Directors or any

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duly authorized committee thereof, provide such indemnification and advance for expenses to a Person who served a predecessor of the Corporation in any of the capacities described in (i) or (ii) above and to any employee or agent of the Corporation or a predecessor of the Corporation. The Board may take such action as is necessary to carry out this Section 10.3. The indemnification and payment or reimbursement of expenses provided in this Section 10.3 shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance or agreement or otherwise.

Neither the amendment nor repeal of this Section 10.3, nor the adoption or amendment of any other provision of the Charter or Bylaws inconsistent with this Section 10.3, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to acts or omissions occurring prior to such amendment, repeal or adoption.

Section 10.4 Express Exculpatory Clauses in Instruments. Neither the Stockholders nor the Directors, officers, employees or agents of the Corporation shall be liable under any written instrument creating an obligation of the Corporation by reason of their being Stockholders, Directors, officers, employees or agents of the Corporation, and all Persons shall look solely to the Corporation’s assets for the payment of any claim under or for the performance of that instrument. The omission of the foregoing exculpatory language from any instrument shall not affect the validity or enforceability of such instrument and shall not render any Stockholder, Director, officer, employee or agent liable thereunder to any third party, nor shall the Directors or any officer, employee or agent of the Corporation be liable to anyone as a result of such omission.

ARTICLE XI

AMENDMENTS

The Corporation reserves the right from time to time to make any amendment to the Charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Charter, of any Shares. All rights and powers conferred by the Charter on Stockholders, Directors and officers are granted subject to this reservation. Except as set forth in the next sentence and except for those amendments permitted to be made without Stockholder approval under Maryland law or by specific provision in the Charter, any amendment to the Charter shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of Stockholders entitled to cast a majority of all votes entitled to be cast on the matter. Any amendment to Section 7.7 or this sentence of the Charter shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of Stockholders entitled to cast two-thirds of all the votes entitled to be cast on the matter.

THIRD: The amendment and restatement of the charter of the Corporation as hereinabove set forth have been duly approved by a majority of the entire Board of Directors. There is no stock of the Corporation outstanding or subscribed for entitled to be voted on the foregoing amendment and restatement of the charter.

FOURTH: The current address of the principal office of the Corporation is as set forth in Article III of the foregoing amendment and restatement of the charter.

FIFTH: The name and address of the Corporation’s current resident agent is as set forth in Article III of the foregoing amendment and restatement of the charter.

SIXTH: The number of directors of the Corporation and the names of those currently in office are as set forth in Article VII of the foregoing amendment and restatement of the charter.

SEVENTH: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment and restatement of the charter was 2,000,000, consisting of 2,000,000 shares of common stock, $0.01 par value per share, all of which were classified as Class N Common Stock. The aggregate par value of all shares of stock having par value was $20,000.

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EIGHTH: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment and restatement of the charter is 2,050,000,000, consisting of 2,000,000,000 shares of common stock, $0.01 par value per share, 500,000,000 of which are classified as Class D Common Stock, 500,000,000 of which are classified as Class I Common Stock, 500,000,000 of which are classified as Class S Common Stock, and 500,000,000 of which are classified as Class E Common Stock, and 50,000,000 shares of preferred stock, $0.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $20,500,000.

NINTH: The undersigned acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[signature page follows]

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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 23^rd day of March, 2023.

	INVESCO COMMERCIAL REAL ESTATE FINANCE
	TRUST, INC.
By:	/s/ R. Scott Dennis                                             (SEAL)
	Name: R. Scott Dennis
	Title:   Chief Executive Officer

	ATTEST:
By:	/s/ Christopher B. Fischer
	Name: Christopher B. Fischer
	Title:   Secretary

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EX-3.2

Exhibit 3.2

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

ARTICLES OF AMENDMENT

Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation (the “Charter”) is hereby amended to delete the first two sentences of Section 5.1 of Article V in their entirety and to substitute in lieu thereof the following sentences:

The Corporation has authority to issue 3,050,000,000 Shares, consisting of 3,000,000,000 shares of common stock, $0.01 par value per share (the “Common Shares”), 500,000,000 of which are classified as Class D Common Stock (the “Class D Common Shares”), 500,000,000 of which are classified as Class I Common Stock (the “Class I Common Shares”), 500,000,000 of which are classified as Class S Common Stock (the “Class S Common Shares”), and 500,000,000 of which are classified as Class E Common Stock (the “Class E Common Shares”) and 50,000,000 shares of preferred stock, $0.01 par value per share (the “Preferred Shares”). The aggregate par value of all authorized Shares having par value is $30,500,000.

SECOND: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 2,050,000,000, consisting of 2,000,000,000 shares of common stock, $0.01 par value per share, 500,000,000 of which were classified as Class D Common Stock, 500,000,000 of which were classified as Class I Common Stock, 500,000,000 of which were classified as Class S Common Stock and 500,000,000 of which were classified as Class E Common Stock, and 50,000,000 shares of preferred stock, $0.01 par value per share, 125 of which were classified as 12.5% Series A Cumulative Redeemable Preferred Stock. The aggregate par value of all authorized shares of stock having par value was $20,500,000.

THIRD: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 3,050,000,000, consisting of 3,000,000,000 shares of common stock, $0.01 par value per share, 500,000,000 of which are classified as Class D Common Stock, 500,000,000 of which are classified as Class I Common Stock, 500,000,000 of which are classified as Class S Common Stock and 500,000,000 of which are classified as Class E Common Stock, and 50,000,000 shares of preferred stock, $0.01 par value per share, 125 of which are classified as 12.5% Series A Cumulative Redeemable Preferred Stock. The aggregate par value of all authorized shares of stock having par value is $30,500,000.

FOURTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the foregoing amendment of the Charter.

FIFTH: The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the Corporation as required by law and was limited to changes expressly authorized by Section 2-105(a)(13) of the MGCL without any action by the stockholders of the Corporation.

SIXTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 23^rd day of August, 2023.

ATTEST:	INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.
/s/ Christopher Fischer	By:	/s/ Bert Crouch	(SEAL)
Name: Christopher Fischer		Name: Bert Crouch
Title: Secretary		Title: President

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EX-3.3

Exhibit 3.3

JUN 02 2023

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

12.5% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK

Articles Supplementary Classifying and Designating a Class of Preferred Stock as

12.5% Series A Cumulative Redeemable Preferred Stock and Fixing Distribution

and Other Preferences and Rights of Such Class

Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under a power contained in Article V of the Articles of Amendment and Restatement of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”), by duly adopted resolutions, classified and designated one hundred and twenty-five (125) unissued shares of preferred stock without designation as to series, $0.01 par value per share, of the Corporation as shares of 12.5% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share, of the Corporation (each a “Series A Preferred Share” and collectively the “Series A Preferred Shares”).

SECOND: The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption for the Series A Preferred Shares are as follows:

1.1 Defined Terms; Designation and Number.

1.1.1 Capitalized terms used and not defined herein shall have the meanings set forth in the Charter.

1.1.2 The Corporation is authorized to issue a separate class of shares of preferred stock designated as 12.5% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (each a “Series A Preferred Share” and collectively the “Series A Preferred Shares”) and the number of shares that shall constitute such class shall be one hundred and twenty-five (125). The Series A Preferred Shares shall be uncertificated.

1.2 Rank. The Series A Preferred Shares shall, with respect to distribution and redemption rights and rights upon liquidation, dissolution or winding up of the Corporation, rank senior to the Common Shares and to all other shares of stock and equity securities issued by the Corporation (together with the Common Shares, the “Junior Securities”). The terms “shares” and “equity securities” shall not include convertible debt securities unless and until such securities are converted into equity securities of the Corporation.

1.3 Distributions.

1.3.1 Each holder of the then outstanding Series A Preferred Shares shall be entitled to receive, when and as authorized by the Board of Directors, out of funds legally available for the payment of distributions, cumulative preferential cash distributions at the rate of 12.5% per annum of the total of $1,000.00 per Series A Preferred Share plus all accumulated and unpaid distributions thereon. Such distributions shall accrue on a daily basis and be cumulative from the first date on which any Series A Preferred Share is issued, such issue date to be contemporaneous with the receipt by the Corporation of subscription funds for the Series A Preferred Shares (the “Original Issue Date”), and shall be payable annually in arrears on or before June 30 of each year (each a “Distribution Payment Date”); provided, however, that if any Distribution Payment Date is not a business day, then the distribution which would otherwise have been payable on such Distribution Payment Date may be paid on the preceding business day or the following business day with the same force and effect as if paid on such Distribution Payment Date. Any distribution payable on the Series A Preferred Shares for any partial distribution period will be computed on the basis of a 360-day year consisting of twelve 30-day months. A “distribution period” shall mean, with respect to the first “distribution period,” the period from and including the Original Issue Date to and including the first Distribution Payment Date, and with respect to each subsequent “distribution period,” the period from but excluding a Distribution Payment Date to and including the next succeeding Distribution Payment Date or other date as of which accrued distributions are to be calculated. Distributions will be payable to holders of record as they appear in the records of the Corporation at the close of business on the applicable record date, which shall be the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls or on such other date designated by the Board of Directors for the payment of distributions that is not more than 30 nor less than 10 days prior to such Distribution Payment Date (each, a “Distribution Record Date”).

1.3.2 No distributions on Series A Preferred Shares shall be declared by the Corporation or paid or set apart for payment by the Corporation at such time as the terms and provisions of any written agreement between the Corporation and any party that is not an affiliate of the Corporation, including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. For purposes hereof, “affiliate” shall mean any party that controls, is controlled by or is under common control with the Corporation.

1.3.3 Notwithstanding the foregoing, distributions on the Series A Preferred Shares shall accrue whether or not the terms and provisions set forth in Section 1.3.2 hereof at any time prohibit the current payment of distributions, whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared. Furthermore, subject to Section 1.3.2, distributions will be declared and paid when due in all events to the fullest extent permitted by law. Accrued but unpaid distributions on the Series A Preferred Shares will accumulate as of the Distribution Payment Date on which they first become payable.

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1.3.4 Unless full cumulative distributions on all outstanding Series A Preferred Shares have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past distribution periods, no distributions (other than in Junior Securities) shall be declared and paid or declared and set apart for payment nor shall any other distribution be declared and made upon any Junior Securities, nor shall any Junior Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such Junior Securities) by the Corporation (except by conversion into or exchange for other Junior Securities and except for transfers made pursuant to the provisions of Article VI of the Charter).

1.3.5 When distributions are not paid in full (or a sum sufficient for such full payment is not set apart) on the Series A Preferred Shares, all distributions declared upon the Series A Preferred Shares shall be declared and paid pro rata based on the number of Series A Preferred Shares then outstanding.

1.3.6 Any distribution payment made on the Series A Preferred Shares shall first be credited against the earliest accrued but unpaid distribution due with respect to such shares which remains payable. Holders of the Series A Preferred Shares shall not be entitled to any distribution, whether payable in cash, property or shares, in excess of full cumulative distributions on the Series A Preferred Shares as described above.

1.4 Liquidation Preference.

1.4.1 Subject to Section 1.4.6 below, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation (each a “Liquidation Event”), the holders of Series A Preferred Shares then outstanding are entitled to be paid, out of the assets of the Corporation legally available for distribution to Stockholders, a liquidation preference equal to the sum of the following (collectively, the “Liquidation Preference”): (i) $1,000.00 per Series A Preferred Share, (ii) an amount equal to all accrued and unpaid distributions thereon through and including the date of payment, and (iii) if the Liquidation Event occurs before the Redemption Premium (as defined below) right expires, the per Series A Preferred Share Redemption Premium in effect on the date of payment of the Liquidation Preference, before any distribution of assets is made to holders of any Junior Securities.

1.4.2 If upon any Liquidation Event the available assets of the Corporation are insufficient to pay the full amount of the Liquidation Preference on all outstanding Series A Preferred Shares, then the holders of the Series A Preferred Shares shall share ratably in any distribution of assets in proportion to the full Liquidation Preference to which they would otherwise be respectively entitled.

1.4.3 After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of Series A Preferred Shares will have no right or claim to any of the remaining assets of the Corporation.

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1.4.4. Upon the Corporation’s provision of written notice as to the effective date of any Liquidation Event, accompanied by a check in the amount of the full Liquidation Preference to which each record holder of the Series A Preferred Shares is entitled, the Series A Preferred Shares shall no longer be deemed outstanding shares of stock of the Corporation and all rights of the holders of such shares will terminate. Such notice shall be given by first class mail, postage pre-paid, to each record holder of the Series A Preferred Shares at the respective mailing addresses of such holders as the same shall appear in the records of the Corporation.

1.4.5 The consolidation or merger of the Corporation with or into any other business enterprise or of any other business enterprise with or into the Corporation, or the sale, lease or conveyance of all or substantially all of the assets or business of the Corporation, shall not be deemed to constitute a Liquidation Event.

1.4.6 The Board of Directors, in its sole discretion, may elect not to pay the holders of Series A Preferred Shares the sums due pursuant to 1.4.1 immediately upon a Liquidation Event but instead choose to first distribute such amounts as may be due to the holders of the Common Shares hereunder. If the Board of Directors elects to exercise this option pursuant to this section, the Board of Directors shall first establish a reserve in an amount equal to 200% of all amounts owed to the holders of the Series A Preferred Shares pursuant to the Charter including these terms of the Series A Preferred Shares. In addition, in the event that the Corporation elects to establish a reserve for payment of the Liquidation Preference, the Series A Preferred Shares shall remain outstanding until the holders thereof are paid the full Liquidation Preference, which payment shall be made no later than immediately prior to the Corporation making its final liquidating distribution on the Common Shares. In the event that the Redemption Premium in effect on the payment date is less than the Redemption Premium on the date that the Liquidation Preference was set apart for payment, the Corporation may make a corresponding reduction to the funds set apart for payment of the Liquidation Preference.

1.5 Redemption.

1.5.1 Right of Optional Redemption. The Corporation, at its option, may redeem some or all of the Series A Preferred Shares at any time or from time to time, for cash at a redemption price (the “Redemption Price”) equal to $1,000.00 per Series A Preferred Share plus an amount equal to all accrued and unpaid distributions thereon to and including the date fixed for redemption (except as provided in Section 1.5.3 below), plus a redemption premium per Series A Preferred Share (each, a “Redemption Premium”) calculated as follows based on the date fixed for redemption:

1. until December 31, 2024, $50, and

2. thereafter, no Redemption Premium.

If less than all of the outstanding Series A Preferred Shares are to be redeemed, the Series A Preferred Shares to be redeemed may be selected by any equitable method determined by the Corporation provided that such method does not result in the creation of fractional interests.

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1.5.2 Limitations on Redemption. Unless full cumulative distributions on all Series A Preferred Shares shall have been, or contemporaneously are, declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past distribution periods, no Series A Preferred Shares shall be redeemed or otherwise acquired, directly or indirectly, by the Corporation unless all outstanding Series A Preferred Shares are simultaneously redeemed or acquired, and the Corporation shall not purchase or otherwise acquire, directly or indirectly, any Junior Securities of the Corporation (except by exchange for other Junior Securities); provided, however, that the foregoing shall not prevent the purchase by the Corporation of Shares Transferred to the Charitable Trustee pursuant to Section 6.2.5 of the Charter in order to ensure that the Corporation remains qualified as a real estate investment trust for federal income tax purposes or the purchase or acquisition of Series A Preferred Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series A Preferred Shares.

1.5.3 Procedures for Redemption.

(a) Procedures for Redemption.

(i) Upon the Corporation’s provision of written notice as to the effective date of the redemption, accompanied by a check in the amount of the full Redemption Price through such effective date to which each record holder of Series A Preferred Shares is entitled, the Series A Preferred Shares shall be redeemed and shall no longer be deemed outstanding the Corporation and all rights of the holders of such shares will terminate. Such notice shall be given by first class mail, postage pre-paid, to each record holder of the Series A Preferred Shares at the respective mailing addresses of such holders as the same shall appear in the records of the Corporation. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series A Preferred Shares except as to the holder to whom notice was defective or not given.

(ii) In addition to any information required by law, such notice shall state: (A) the redemption date; (B) the Redemption Price; (C) the number of Series A Preferred Shares to be redeemed; and (D) that distributions on the shares to be redeemed will cease to accrue on such redemption date. If less than all of the Series A Preferred Shares held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Series A Preferred Shares held by such holder to be redeemed.

(iii) If notice of redemption of any Series A Preferred Shares has been given and if the funds necessary for such redemption have been set apart by the Corporation for the benefit of the holders of any Series A Preferred Shares so called for redemption, then, from and after the redemption date, distributions will cease to accrue on such Series A Preferred Shares, such Series A Preferred Shares shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the Redemption Price. Since the Series A Preferred Shares are uncertificated, such shares shall be redeemed in accordance with the notice and no further action on the part of the holders of such shares shall be required.

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(iv) The deposit of funds with a bank or trust corporation for the purpose of redeeming the Series A Preferred Shares shall be irrevocable except that:

(A) the Corporation shall be entitled to receive from such bank or trust corporation the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings; and

(B) any balance of monies so deposited by the Corporation and unclaimed by the holders of the Series A Preferred Shares entitled thereto at the expiration of two years from the applicable redemption dates shall be repaid, together with any interest or other earnings thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for payment of the Redemption Price without interest or other earnings.

1.5.4 Status of Redeemed Series A Preferred Shares. Any Series A Preferred Shares that shall at any time have been redeemed or otherwise acquired by the Corporation shall, after such redemption or acquisition, have the status of authorized but unissued Preferred Shares without designation which may be issued by the Board of Directors from time to time at its discretion.

1.6 Voting Rights. Except as provided in this Section, the holders of the Series A Preferred Shares shall not be entitled to vote on any matter submitted to the Stockholders for a vote. Notwithstanding the foregoing, the consent of the holders of a majority of the outstanding Series A Preferred Shares (excluding any shares that were not issued in a private placement of the Series A Preferred Shares conducted by Iroquois Capital Advisors, LLC), voting as a separate class, shall be required for (a) authorization or issuance of any shares of stock or equity security of the Corporation with any rights that are senior to or on parity with the Series A Preferred Shares, (b) any amendment to the Charter, including these terms of the Series A Preferred Shares, which has a material adverse effect on the rights and preferences of the Series A Preferred Shares or which increases the number of authorized or issued Series A Preferred Shares, or (c) any reclassification of the Series A Preferred Shares. The term “Series A Preferred Shares” shall not include any interests in the Corporation or classes thereof other than the Series A Preferred Shares issued in a private placement of the Series A Preferred Shares conducted by Iroquois Capital Advisors, LLC.

1.7 Conversion. The Series A Preferred Shares are not convertible into or exchangeable for any other property or securities of the Corporation.

1.8 Limitation of Liability. Except to the extent required by applicable law, no holder of Series A Preferred Shares shall be bound by, or be personally liable for, the expenses, liabilities or obligations of the Corporation in excess of his or her initial capital contribution made in exchange for the Series A Preferred Shares.

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1.9 Appointment of the Paying Agent. The holders of Series A Preferred Shares hereby authorize REIT Investment Group, LLC, with an address at 3100 West End Avenue, Suite 910, Nashville, Tennessee 37203, to act as paying agent on behalf of the holders of Series A Preferred Shares (the “Paying Agent”). Any distribution payments received by the Paying Agent shall be deemed paid to the holders of Series A Preferred Shares on the later of the date received by the Paying Agent or the date declared for payment.

1.10 Application of Article VI of the Charter. Series A Preferred Shares are subject to the provisions of Article VI of the Charter, including, without limitation, the provision for the Transfer of Shares to a Charitable Trust.

THIRD: The Series A Preferred Shares have been classified and designated by the Board of Directors under the authority contained in the Charter.

FOURTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

FIFTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Executive Officer and attested by its Secretary on this 1st day of June, 2023.

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.
By:	/s/ Bert Crouch
Name:	Bert Crouch
Title:	Chief Executive Officer

ATTEST:
/s/ Christopher Fischer
Name:	Christopher Fischer
Title:	Secretary

EX-3.4

Exhibit 3.4

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

ARTICLES SUPPLEMENTARY

Articles Supplementary Classifying and Designating a Class of Common Stock

Class S-1 Common Stock

and Fixing Distribution and Other Preferences and Rights of Such Class

Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under a power contained in Article V of the Articles of Amendment and Restatement of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”), by duly adopted resolutions, classified and designated five hundred million (500,000,000) shares of common stock, $0.01 par value per share, of the Corporation as shares of Class S-1 Common Stock, $0.01 par value per share, of the Corporation (each a “Class S-1 Common Share” and collectively the “Class S-1 Common Shares”).

SECOND: The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption for the Class S-1 Common Shares are as follows:

1.1 Defined Terms.

1.1.1 “Class S-1 Common Share” shall have the meaning as provided in Section 1.2 herein.

1.1.2 “Class S-1 Conversion Rate” shall mean the fraction, the numerator of which is the Class S-1 NAV Per Share and the denominator of which is the Class I NAV Per Share.

1.1.3 “Class S-1 NAV Per Share” shall mean the Net Asset Value allocable to the Class S-1 Common Shares (including any reduction for Stockholder Servicing Fees as described in the Private Placement Memorandum), determined as described in the Private Placement Memorandum, divided by the number of outstanding Class S-1 Common Shares.

1.1.4 Capitalized terms used and not defined herein shall have the meanings set forth in the Charter.

1.2 Designation and Number. The Corporation is authorized to issue a separate class of Common Shares designated as Class S-1 Common Stock, $0.01 par value per share (each a “Class S-1 Common Share” and collectively the “Class S-1 Common Shares”), and the number of shares that shall constitute such class shall be five hundred million (500,000,000).

1.3 Rank. The Class S-1 Common Shares shall, with respect to distribution and redemption rights and rights upon liquidation, dissolution or winding up of the Corporation, rank (a) pari passu with all other classes or series of Common Shares; and (b) junior to all other shares of stock and equity securities issued by the Corporation the terms of which provide that such shares of stock or equity securities rank senior to Class S-1 Common Shares. The terms “shares” and “equity securities” shall not include convertible debt securities unless and until such securities are converted into equity securities of the Corporation.

1.4 Rights Upon Liquidation. Immediately before any liquidation, dissolution or winding up, or any distribution of the assets of the Corporation pursuant to a plan of liquidation, dissolution or winding up, Class S-1 Common Shares will automatically convert to Class I Common Shares at the Class S-1 Conversion Rate. Following such conversion, the aggregate assets of the Corporation available for Distribution to holders of the Common Shares, or the proceeds therefrom, shall be distributed to each holder of Class I Common Shares, ratably with each other holder of Class I Common Shares (which will include all converted Class S-1 Common Shares), in such proportion as the number of outstanding Class I Common Shares held by such holder bears to the total number of outstanding Class I Common Shares then outstanding.

1.4 Conversion. Each Class S-1 Common Share held in a Stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class I Common Shares equal to the Class S-1 Conversion Rate on the earliest of a merger or consolidation of the Corporation with or into another entity or the sale or other disposition of all or substantially all of the Corporation’s assets, in each case in a transaction in which the Stockholders receive cash or securities listed on a national securities exchange.

1.5 Other Rights and Restrictions. Except as otherwise expressly set forth herein, Class S-1 Common Shares shall have all the rights and powers and be subject to all the restrictions and liabilities of Class S Common Shares as set forth in the Charter, provided, that Section 5.2.3(b) of the Charter shall not apply to Class S-1 Common Shares.

THIRD: The Class S-1 Common Shares have been classified and designated by the Board of Directors under the authority contained in the Charter.

FOURTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

FIFTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Executive Officer and attested by its Secretary on this 23^rd day of August, 2023.

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.
By:	/s/ Bert Crouch
Name:	Bert Crouch
Title:	Chief Executive Officer

ATTEST:

/s/ Christopher Fischer

Name: Christopher Fischer

Title:   Secretary

EX-3.5

Exhibit 3.5

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

BYLAWS

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate.

Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting.

Section 2. ANNUAL MEETING. An annual meeting of stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on the date and at the time and place set by the Board of Directors.

Section 3. SPECIAL MEETINGS.

(a) General. The president, the chief executive officer, the chairperson of the board, a majority of the Board of Directors or a majority of the Independent Directors (as defined in Article III, Section 2 herein) may call a special meeting of the stockholders. Except as provided in subsection (b)(4) of this Section 3, a special meeting of stockholders shall be held on the date and at the time and place set by the president, the chief executive officer, the chairperson of the board, the Board of Directors or the Independent Directors, whoever has called the meeting. Subject to subsection (b) of this Section 3, a special meeting of stockholders shall also be called by the secretary of the Corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”).

(b) Stockholder-Requested Special Meetings.

(1) Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder, each individual whom the stockholder proposes to nominate for election or reelection as a director and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of directors or the election of each such individual, as applicable, in

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an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which a Record Date Request Notice is received by the secretary.

(2) In order for any stockholder to request a special meeting to act on any matter that may properly be considered at a meeting of stockholders, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than the Special Meeting Percentage shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of stock of the Corporation that are owned (beneficially or of record) by each such stockholder and (iii) the nominee holder for, and number of, shares of stock of the Corporation owned beneficially but not of record by such stockholder, (d) be sent to the secretary by registered mail, return receipt requested, and (e) be received by the secretary within 60 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(3) The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.

(4) In the case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder-Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that the date of any Stockholder-Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the Board of Directors fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder-Requested Meeting, then such meeting shall be held at 2:00 p.m., local time, on the 90th day after the Meeting Record Date or, if such 90th day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board of Directors fails to designate a place for a Stockholder-Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Corporation or on the greater premises. In fixing a date for a Stockholder-Requested Meeting, the Board of Directors may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors to call an annual meeting or a special meeting. In the case of any Stockholder-Requested Meeting, if the Board

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of Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revoke the notice for any Stockholder-Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (3) of this Section 3(b).

(5) If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revoked requests for a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Corporation’s intention to revoke the notice of the meeting or for the chairperson of the meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the chairperson of the meeting may call the meeting to order and adjourn the meeting from time to time without acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6) The chairperson of the board, chief executive officer, president or Board of Directors may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of (i) five Business Days after actual receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7) For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

Section 4. NOTICE. Not less than ten nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business, by electronic transmission or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

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Subject to Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postpone or cancel a meeting of stockholders by making a public announcement (as defined in Section 11(c)(3) of this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this Section 4.

Section 5. ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairperson of the meeting or, in the absence of such appointment or appointed individual, by the chairperson of the board or, in the case of a vacancy in the office or absence of the chairperson of the board, by one of the following officers present at the meeting in the following order: the vice chairperson of the board, if there is one, the chief executive officer, the president, the vice presidents in their order of rank and, within each rank, in their order of seniority, the secretary or, in the absence of such officers, a chairperson chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary or, in the secretary’s absence, an assistant secretary or, in the absence of both the secretary and all assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment, an individual appointed by the chairperson of the meeting shall act as secretary. In the event that the secretary presides at a meeting of the stockholders, an assistant secretary or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chairperson of the meeting shall record the minutes of the meeting. Even if present at the meeting, the individual holding the office named herein may delegate to another individual the power to act as chairperson or secretary of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairperson of the meeting. The chairperson of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairperson and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance or participation at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairperson of the meeting may determine; (c) recognizing speakers at the meeting and determining when and for how long speakers and any individual speaker may address the meeting; (d) determining when and for how long the polls should be opened and when the polls should be closed and when announcement of the results should be made; (e) maintaining order and security at the meeting; (f) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairperson of the meeting; (g) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at a place announced at the meeting; and (h) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6. QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast at least a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the corporation (the “Charter”) for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the stockholders, the chairperson of the meeting may adjourn

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the meeting with no appointed date for resumption or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally convened.

The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.

Section 7. VOTING. A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director. Each share entitles the holder thereof to vote for as many individuals as there are directors to be elected and for whose election the holder is entitled to vote. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Charter. Unless otherwise provided by statute or by the Charter, each outstanding share of stock, regardless of class, entitles the holder thereof to cast one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be oral rather than written unless the chairperson of the meeting shall order that voting be by ballot or otherwise.

Section 8. PROXIES. A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by applicable law. Such proxy or evidence of authorization of such proxy shall be filed with the record of the proceedings of the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.

Section 9. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, partnership, trust, limited liability company, joint venture or other entity, if entitled to be voted, may be voted by the president or a vice president, general partner, trustee, managing member or member thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any trustee or fiduciary, in such capacity, may vote stock registered in the name of such trustee or fiduciary, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or appropriate. On receipt by the secretary of the Corporation of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

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Section 10. INSPECTORS. The Board of Directors or the chairperson of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chairperson of the meeting, the inspectors, if any, shall (a) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies, (b) receive and tabulate all votes, ballots or consents, (c) report such tabulation to the chairperson of the meeting, (d) hear and determine all challenges and questions arising in connection with the right to vote, and (e) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.

(a) Annual Meetings of Stockholders.

(1) Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the annual meeting, at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 11(a).

(2) For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to Section 11(a)(1)(iii), the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and any such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information and certifications required under this Section 11 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 150th day nor later than 5:00 p.m., Eastern time, on the 120th day prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting; provided, however, that in connection with the Corporation’s first annual meeting or in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

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(3) Such stockholder’s notice shall set forth:

(i) as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder;

(ii) as to any other business that the stockholder proposes to bring before the meeting, a description of such business, the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom, or any agreement, arrangement or understanding in relation thereto;

(iii) as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person, (a) the class, series and number of all shares of stock or other securities of the Corporation (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person and (b) the date on which each such Company Security was acquired and the investment intent of such acquisition and (c) the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person;

(iv) as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee, (a) the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and address, if different, of each such Stockholder Associated Person and any Proposed Nominee and (b) the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person;

(v) the name and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated Person about the Proposed Nominee or other business proposal;

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(vi) to the extent known by the stockholder giving the notice, the name and address of any other person supporting the nominee for election or reelection as a director or the proposal of other business; and

(vii) a representation whether the stockholder or a Stockholder Associated Person intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to the Corporation’s stockholders and/or (b) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination.

(4) Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a written undertaking executed by the Proposed Nominee (i) that such Proposed Nominee (a) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation, and (b) will serve as a director of the Corporation if elected; (ii) stating whether such Proposed Nominee, if elected, would be an Independent Director; and (iii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securities of the Corporation are traded).

(5) Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting, a stockholder’s notice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern time, on the tenth day following the day on which such public announcement is first made by the Corporation.

(6) For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such stockholder or such Stockholder Associated Person.

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(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting and, except as contemplated by and in accordance with the next two sentences of this Section 11(b), no stockholder may nominate an individual for election to the Board of Directors or make a proposal of other business to be considered at a special meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors, (ii) by a stockholder that has requested that a special meeting be called for the purpose of electing directors in compliance with Section 3 of this Article II and that has supplied the information required by Section 3 of this Article II about each individual whom the stockholder proposes to nominate for election of directors or (iii) provided that the special meeting has been called in accordance with Section 3(a) of this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section 11 and at the time of the special meeting, and any postponement or adjournment thereof, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information and certifications required by paragraphs (a)(3) and (4) of this Section 11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(c) General.

(1) If any information or certification submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders, including any certification from a Proposed Nominee, shall be inaccurate in any material respect, such information or certification may be deemed not to have been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such information or certification. Upon written request by the secretary or the Board of Directors, any stockholder or Proposed Nominee shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (i) written verification, satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 11, (ii) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the stockholder pursuant to this Section 11 as of an earlier date and (iii) an updated certification by each Proposed Nominee that such individual will serve as a director

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of the Corporation if elected. If a stockholder or Proposed Nominee fails to provide such written verification, written update or updated certification within such period, the information as to which written verification, a written update or an updated certification was requested may be deemed not to have been provided in accordance with this Section 11.

(2) Only such individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11. The chairperson of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11.

(3) For purposes of this Section 11, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure in (i) a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (ii) a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act.

(4) Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, any proxy statement filed by the Corporation with the Securities and Exchange Commission pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 11 shall require disclosure of revocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation from substantially all of the holders of any class of securities conducted in accordance with applicable state and federal securities laws.

(5) Notwithstanding anything in these Bylaws to the contrary, except as otherwise determined by the chairperson of the meeting, if the stockholder giving notice as provided for in this Section 11 does not appear in person or by proxy at such annual or special meeting to present each nominee for election as a director or the proposed business, as applicable, such matter shall not be considered at the meeting.

Section 12. TELEPHONE AND REMOTE COMMUNICATION MEETINGS. The Board of Directors or chairperson of the meeting may permit one or more stockholders to participate in a meeting by means of a conference telephone or other communications equipment in any manner permitted by Maryland law. In addition, the Board of Directors may determine that a meeting not be held at any place, but instead may be held solely by means of remote communication in any matter permitted by Maryland law. Participation in a meeting by these means constitutes presence in person at the meeting.

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Section 13. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Charter or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law, or any successor statute (the “MGCL”), shall not apply to any acquisition by any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

ARTICLE III

DIRECTORS

Section 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.

Section 2. NUMBER, TENURE, RESIGNATION AND QUALIFICATION. A majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the MGCL nor more than 15, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors. Any director of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairperson of the board or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. A majority of the directors shall be Independent Directors except for a period of up to 60 days after the death, removal or resignation of an Independent Director pending the election of such Independent Director’s successor. As used herein, the term “Independent Director” shall have the meaning as provided in Rule 303A.02 of the New York Stock Exchange Listed Company Manual.

Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place of regular meetings of the Board of Directors without other notice than such resolution.

Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairperson of the board, the chief executive officer, the president or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place of any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place of special meetings of the Board of Directors without other notice than such resolution.

Section 5. NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States mail to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

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Section 6. QUORUM. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage of a specified group of directors is required for action, a quorum must also include a majority or such other percentage of such group.

The directors present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum.

Section 7. VOTING. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.

Section 8. ORGANIZATION. At each meeting of the Board of Directors, the chairperson of the board or, in the absence of the chairperson, the vice chairperson of the board, if any, shall act as chairperson of the meeting. In the absence of both the chairperson and vice chairperson of the board, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a director chosen by a majority of the directors present shall act as chairperson of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairperson of the meeting shall act as secretary of the meeting.

Section 9. TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10. CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the Board of Directors.

Section 11. VACANCIES. If for any reason any or all of the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Until such time as the Corporation becomes subject to Section 3-804(c) of the MGCL, any vacancy on the Board of Directors for any cause other than an increase in the number of directors may be filled by a majority of the remaining directors, even if such majority is less than a quorum; any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the entire Board of Directors; and any individual so elected as director shall serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies. At such time as the Corporation becomes subject to Section 3-804(c) of the MGCL and except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any vacancy on the Board of Directors may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is duly elected and qualifies.

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Section 12. COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporation and for any service or activity they perform or engage in as directors, including under any incentive plan approved by the Board of Directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13. RELIANCE. Each director, officer, employee or agent of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation whom the director, officer, employee or agent reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director, officer, employee or agent reasonably believes to be within the person’s professional or expert competence, or, with respect to a director, by a committee of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.

Section 14. CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. A director, officer, employee or agent shall have no responsibility to devote his or her full time to the affairs of the Corporation. Any director, officer, employee or agent, in his or her personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition with those of or relating to the Corporation.

Section 15. RATIFICATION. The Board of Directors or the stockholders may ratify any act, omission, failure to act or determination made not to act (an “Act”) by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the Act and, if so ratified, such Act shall have the same force and effect as if originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders. Any Act questioned in any proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting, or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and such ratification shall constitute a bar to any claim or execution of any judgment in respect of such questioned Act.

Section 16. EMERGENCY PROVISIONS. Notwithstanding any other provision in the Charter or these Bylaws, this Section 16 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under Article III of these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Board of Directors, (a) a meeting of the Board of Directors or a committee thereof may be called by any director or officer by any means feasible under the circumstances; (b) notice of any meeting of the Board of Directors during such an Emergency may be given less than 24 hours prior to the meeting to as many directors and by such means as may be feasible at the time, including publication, television or radio; and (c) the number of directors necessary to constitute a quorum shall be one-third of the entire Board of Directors.

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ARTICLE IV

COMMITTEES

Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members committees, composed of one or more directors, to serve at the pleasure of the Board of Directors.

Section 2. POWERS. The Board of Directors may delegate to any committee appointed under Section 1 of this Article any of the powers of the Board of Directors, except as prohibited by law. Except as may be otherwise provided by the Board of Directors, any committee may delegate some or all of its power and authority to one or more subcommittees, composed of one or more directors, as the committee deems appropriate in its sole and absolute discretion.

Section 3. MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors or, in the absence of such designation, the applicable committee may designate a chairperson of any committee, and such chairperson or, in the absence of a chairperson, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board of Directors shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member.

Section 4. TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5. CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

Section 6. VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to appoint the chair of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

Section 1. GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairperson of the board, a vice chairperson of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time appoint such other officers with such powers and duties as it shall deem necessary or appropriate. The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

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Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairperson of the board, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 3. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 4. CHAIRPERSON OF THE BOARD. The Board of Directors may designate from among its members a chairperson of the board, who shall not, solely by reason of these Bylaws, be an officer of the Corporation. The Board of Directors may designate the chairperson of the board as an executive or non-executive chairperson. The chairperson of the board shall preside over the meetings of the Board of Directors. The chairperson of the board shall perform such other duties as may be assigned to him or her by these Bylaws or the Board of Directors.

Section 5. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. In the absence of such designation, the chairperson of the board shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 7. CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 8. PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

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Section 9. VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the chief executive officer, the president or the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president, senior vice president, or vice president for particular areas of responsibility.

Section 10. SECRETARY. The secretary shall, unless any such duty is delegated to an administrator or other third party appointed by the Board of Directors, (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors.

Section 11. TREASURER. The treasurer shall, unless any such duty is delegated to an administrator or other third party appointed by the Board of Directors, have the custody of the funds, securities, and other property interests of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and in general shall perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board of Directors.

Section 13. COMPENSATION. The compensation of the officers, if any, shall be fixed from time to time by or under the authority of the Board of Directors and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director. For the avoidance of doubt, it is understood that neither the Corporation nor the Board of Directors has the authority to determine the salary, bonus or any other compensation paid by the Corporation’s advisor to any director, officer, member, partner, employee, or stockholder of the advisor or any of its affiliates, including any person who is also a director, officer or employee of the Corporation.

ARTICLE VI

CONTRACTS, CHECKS AND DEPOSITS

Section 1. CONTRACTS. The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors or executed by any such authorized person.

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Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

Section 3. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation as the Board of Directors, the chief executive officer, the president, the chief financial officer or any other officer designated by the Board of Directors may determine.

ARTICLE VII

STOCK

Section 1. CERTIFICATES. Except as may otherwise be provided by the Board of Directors or any officer of the Corporation, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporation in any manner permitted by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates.

Section 2. TRANSFERS. All transfers of shares of stock shall be made on the books of the Corporation in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer. The Corporation or, if authorized by the Corporation, the transfer agent of the Corporation shall cancel the old certificate and record the transaction on its books. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Directors or an officer of the Corporation that such shares shall no longer be represented by certificates. Upon the transfer of any uncertificated shares, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditions contained therein.

Section 3. REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board of Directors or an officer of the Corporation has determined that such certificates may be issued. Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation an indemnity or bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation.

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Section 4. FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such record date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

When a record date for the determination of stockholders entitled to notice of or to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting may be determined as set forth herein.

Section 5. STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may authorize the Corporation to issue fractional shares of stock or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may authorize the issuance of units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Section 1. AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors and declared by the Corporation, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the Charter.

Section 2. CONTINGENCIES. Before payment of any dividend or other distribution, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its sole discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any such reserve.

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ARTICLE X

INVESTMENT POLICY

Subject to the provisions of the Charter, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

Section 1. SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words “Incorporated Maryland.” The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XII

WAIVER OF NOTICE

Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE XIII

EXCLUSIVE FORUM FOR CERTAIN LITIGATION

Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in Section 1-101(p) of the MGCL, other than any action arising under federal securities laws, including, without limitation, (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation or (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the MGCL, the Charter or the Bylaws, or (b) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed by the internal affairs doctrine. None of the foregoing actions, claims or proceedings may be brought in any court sitting outside the State of Maryland unless the Corporation consents in writing to such court.

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ARTICLE XIV

AMENDMENT OF BYLAWS

The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.

ARTICLE XV

VOTING STOCK IN OTHER COMPANIES

Stock of other corporations or associations, registered in the name of the Corporation, may be voted by the chief executive officer, the president, a vice president or a proxy appointed by any of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.

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EX-4.1

Exhibit 4.1

DISTRIBUTION REINVESTMENT PLAN

This Distribution Reinvestment Plan (the “Plan”) is adopted by Invesco Commercial Real Estate Finance Trust, Inc. (the “Company”) pursuant to its Articles of Amendment and Restatement (as amended or restated from time to time, the “Charter”). Unless otherwise defined herein, capitalized terms shall have the same meaning as set forth in the Charter. The Plan shall be effective after Board approval, as of March 23, 2023.

1. Distribution Reinvestment. As agent for the stockholders of the Company (the “Stockholders”) who purchase Class S Common Stock, Class D Common Stock, Class I Common Stock and Class E Common Stock (collectively, “Shares”) (1) pursuant to the Company’s continuous offering of Shares (the “Offering”), or (2) any future Offering of Shares (a “Future Offering”), and who do not opt out of participating in the Plan (or who affirmatively elect to participate in the Plan, as applicable, as set forth in Section 3 below) (the “Participants”), the Company will apply all dividends and other distributions declared and paid in respect of the Shares held by each Participant and attributable to the class of Shares purchased by such Participant (the “Distributions”), including Distributions paid with respect to any full or fractional Shares acquired under the Plan, to the purchase of additional Shares of the same class for such Participant.

2. Effective Date. The effective date of the Plan shall be March 23, 2023. The Company may, in its discretion and in the event the Company lists the Shares on any exchange (pursuant to the Charter), cease to offer the Plan to Stockholders.

3. Procedure for Participation. Any Stockholder who has received a copy of the Memorandum, with respect to the Offering or any Future Offering, as applicable, will automatically become a Participant unless they elect not to become a Participant by noting such election on their subscription agreement; provided, however, that any Stockholder which (a) resides in a state or other jurisdiction which requires affirmative enrollment in the Plan or (b) is a client of a participating broker-dealer that does not permit automatic enrollment in the Plan will only become a Participant if the Stockholder notes such an election on the Stockholder’s subscription agreement. If any Stockholder initially elects not to be a Participant, they may later become a Participant by subsequently completing and executing an enrollment form or any appropriate authorization form as may be available from the Company, the Company’s transfer agent, the dealer manager for the applicable Offering or any soliciting dealer participating in the distribution of Shares for the Offering. Participation in the Plan will begin with the next Distribution payable after acceptance of a Participant’s subscription, enrollment or authorization. Shares will be purchased under the Plan on the date that Distributions are paid by the Company.

4. Suitability. Each Participant is requested to promptly notify the Company in writing if the Participant experiences a material change in his or her financial condition, including the failure to meet the income, net worth, investment concentration, status as an “accredited investor” as defined by Regulation D of the Securities Act or other investment suitability standards imposed by the Company and set forth in the Memorandum or the Company’s most recent Memorandum. For the avoidance of doubt, this request in no way shifts to the Participant the responsibility of the Company’s sponsor, or any other person selling Shares on behalf of the Company to the Participant, to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment based on information provided by such Participant.

5. Purchase of Shares.

A. Participants will acquire Shares from the Company (including Shares purchased by the Company for the Plan in a secondary market (if available) or on a stock exchange (if listed)) under the Plan (the “Plan Shares”) at a price equal to the net asset value (“NAV”) per Share applicable to the class of Shares purchased by the Participant on the date that the Distribution is payable (calculated as of the most recent month end). No upfront selling commissions will be payable with respect to Shares purchased pursuant to the Plan, but such Shares may be subject to ongoing stockholder servicing fees. Participants in the Plan may purchase fractional Shares so that 100% of the Distributions will be used to acquire Shares. However, a Participant will not be able to acquire Plan Shares and such Participant’s participation in the Plan will be terminated to the extent that a reinvestment of such Participant’s Distributions in Shares would cause the percentage ownership or other limitations contained in the Charter to be violated.

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B. Plan Shares to be distributed by the Company in connection with the Plan may (but are not required to) be supplied from Shares that will be issued by the Company in connection with the Offering, or a Future Offering.

6. Taxes. THE REINVESTMENT OF DISTRIBUTIONS DOES NOT RELIEVE A PARTICIPANT OF ANY INCOME TAX LIABILITY THAT MAY BE PAYABLE ON THE DISTRIBUTIONS. INFORMATION REGARDING POTENTIAL TAX INCOME LIABILITY OF PARTICIPANTS MAY BE FOUND IN THE PUBLIC FILINGS MADE BY THE COMPANY WITH THE SEC.

7. Share Certificates. The ownership of the Shares purchased through the Plan will be in book-entry form unless and until the Company issues certificates for its outstanding Shares.

8. Reports. On a quarterly basis, the Company shall provide each Participant a statement of account describing, as to such Participant: (1) the Distributions reinvested during the quarter; (2) the number and class of Shares purchased pursuant to the Plan during the quarter; (3) the per Share purchase price for such Shares; and (4) the total number of Shares purchased on behalf of the Participant under the Plan. On an annual basis, tax information with respect to income earned on Shares under the Plan for the calendar year will be provided to each applicable participant.

9. Termination by Participant. A Participant may terminate participation in the Plan at any time, without penalty, by delivering 10 days’ prior written notice to the Company. This notice must be received by the Company prior to the last day of a quarter in order for a Participant’s termination to be effective for such quarter (i.e., a timely termination notice will be effective as of the last day of a quarter in which it is timely received and will not affect participation in the Plan for any prior quarter). Any transfer of Shares by a Participant to a non-Participant will terminate participation in the Plan with respect to the transferred Shares. If a Participant requests that the Company repurchase all or any portion of the Participant’s Shares, the Participant’s participation in the Plan with respect to the Participant’s Shares for which repurchase was requested but that were not repurchased will be terminated. If a Participant terminates Plan participation, the Company may, at its option, ensure that the terminating Participant’s account will reflect the whole number of Shares in such Participant’s account and provide a check for the cash value of any fractional share in such account. Upon termination of Plan participation for any reason, future Distributions will be distributed to the Stockholder in cash.

10. Amendment, Suspension or Termination by the Company. The Board of Directors may by majority vote amend any aspect of the Plan; provided, however, that the Plan cannot be amended to eliminate a Participant’s right to terminate participation in the Plan and that notice of any material amendment must be provided to Participants at least 10 days prior to the effective date of that amendment. The Board of Directors may by majority vote suspend or terminate the Plan for any reason upon 10 days’ written notice to the Participants.

11. Liability of the Company. The Company shall not be liable for any act done in good faith, or for any good faith omission to act, including, without limitation, any claims or liability (1) arising out of failure to terminate a Participant’s account upon such Participant’s death prior to timely receipt of notice in writing of such death or (2) with respect to the time and the prices at which Shares are purchased or sold for a Participant’s account. To the extent that indemnification may apply to liabilities arising under the Securities Act, or the securities laws of a particular state, the Company has been advised that, in the opinion of the SEC and certain state securities commissioners, such indemnification is contrary to public policy and, therefore, unenforceable.

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EX-10.1

Exhibit 10.1

AMENDED AND RESTATED ADVISORY AGREEMENT

AMONG

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP

AND

INVESCO ADVISERS, INC.

TABLE OF CONTENTS

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1.	DEFINITIONS		1
2.	APPOINTMENT		6
3.	DUTIES OF THE ADVISER		6
4.	AUTHORITY OF ADVISER		9
5.	BANK ACCOUNTS		10
6.	RECORDS; ACCESS		10
7.	LIMITATIONS ON ACTIVITIES		10
8.	OTHER ACTIVITIES OF THE ADVISER.		11
9.	RELATIONSHIP WITH DIRECTORS AND OFFICERS		12
10.	MANAGEMENT, PERFORMANCE AND COMMITMENT FEES		12
11.	EXPENSES		13
12.	OTHER SERVICES		17
13.	REIMBURSEMENT TO THE ADVISER		17
14.	NO JOINT VENTURE		17
15.	TERM OF AGREEMENT; TERMINATION		17
16.	TERMINATION BY THE PARTIES FOR CAUSE		18
17.	ASSIGNMENT TO AN AFFILIATE		19
18.	PAYMENTS TO AND DUTIES OF ADVISER UPON TERMINATION.		19
19.	INDEMNIFICATION BY THE COMPANY		20
20.	INDEMNIFICATION BY ADVISER		20
21.	NON-SOLICITATION		20
22.	INITIAL INVESTMENT		20
23.	MISCELLANEOUS		21

APPENDIX A: Performance Fee Calculations

AMENDED AND RESTATED ADVISORY AGREEMENT

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement’’), dated as of May 18, 2023, is by and among Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”), Invesco Commercial Real Estate Finance Investments, LP, a Delaware limited partnership (the “Operating Partnership”), and Invesco Advisers, Inc., a Delaware corporation (the “Adviser”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

W I T N E S S E T H

WHEREAS, the Company intends to qualify as a REIT, and to invest its funds in investments that will permit the Company to satisfy the requirements for qualification as a REIT as set forth in Sections 856 through 860 of the Code;

WHEREAS, the Company is an affiliate of the Operating Partnership and intends to conduct all or substantially all of its business and make all or substantially all Investments through the Operating Partnership;

WHEREAS, the Company and the Operating Partnership desire to avail themselves of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Adviser and to have the Adviser undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of, the Board, all as provided herein;

WHEREAS, the Company and the Adviser entered into that certain Advisory Agreement dated as of March 23, 2023 (the “Original Agreement”), pursuant to which the Company engaged the Adviser to provide the services described herein;

WHEREAS, the Company and the Adviser desire to enter into this Agreement to make certain modifications to the Original Agreement;

WHEREAS, the Adviser is willing to continue to undertake and render such services, subject to the supervision of the Board, on the terms and conditions hereinafter set forth; and

WHEREAS the Operating Partnership wishes to retain the services of the Adviser to undertake and render such services, subject to the supervision of the General Partner, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties agree to amend and restate the Original Agreement in its entirety as follows:

1. DEFINITIONS. As used in this Agreement, the following terms have the definitions hereinafter indicated:

“Adviser” shall have the meaning set forth in the preamble of this Agreement.

“Adviser Expenses” shall have the meaning set forth in Section 11(b).

“Affiliate” shall have the meaning set forth in the Charter.

“Affiliated Funds” shall mean any Other Invesco Account in which the Company or the Operating Partnership holds an equity interest, including, without limitation, limited partnership interests and limited liability company interests.

“Average Invested Assets” shall mean, for a specified period, the average of the aggregate book value of the Investments, before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

“Board” shall mean the board of directors of the Company, as of any particular time.

“Borrowing Costs” shall mean the costs and expenses incurred in connection with the borrowings of the Company, the Operating Partnership or any of their respective direct or indirect subsidiaries, including, but not limited to, costs associated with the establishment and maintenance of any of their respective credit facilities, other financing arrangements, or other indebtedness (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of their respective securities offerings (other than the offering of shares of stock of the Company).

“Business Day” shall have the meaning set forth in the Charter.

“Bylaws” shall mean the bylaws of the Company, as amended or restated, from time to time.

“Cause” shall mean, with respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or negligent breach of fiduciary duty by the Adviser in connection with performing its duties hereunder.

“CEA” shall mean the U.S. Commodities Exchange Act, as amended.

“Change of Control” shall mean any event (including, without limitation, issue, transfer or other disposition of shares of capital stock of the Company or equity interests in the Operating Partnership, merger, share exchange or consolidation) after which any “person” (as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company or the Operating Partnership representing greater than 50% or more of the combined voting power of Company’s or the Operating Partnership’s then outstanding securities, respectively; provided, that, a Change of Control shall not be deemed to occur as a result of any Offering of Shares.

“Charter” shall mean the Articles of Incorporation of the Company filed with the State Department of Assessments and Taxation of Maryland in accordance with the Maryland General Corporation Law, as amended, restated or supplemented from time to time.

“Class D Common Shares” shall have the meaning set forth in the Charter.

“Class D NAV per Share” shall have the meaning set forth in the Charter.

“Class E Common Shares” shall have the meaning set forth in the Charter.

“Class E NAV per Share” shall have the meaning set forth in the Charter.

“Class I Common Shares” shall have the meaning set forth in the Charter.

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“Class I NAV per Share” shall have the meaning set forth in the Charter.

“Class S Common Shares” shall have the meaning set forth in the Charter.

“Class S NAV per Share” shall have the meaning set forth in the Charter.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Commitment Fee” shall have the meaning set forth in Section 10(e).

“Common Shares” shall have the meaning set forth in the Charter.

“Company Commencement Date” shall mean the date on which the Company commences the initial offering of Shares pursuant to the Memorandum.

“Common Shares” shall mean the Class D Common Shares, Class E Common Shares, Class I Common Shares, Class S Common Shares and such other shares of common stock issued by the Company from time to time.

“Company” shall have the meaning set forth in the preamble of this Agreement.

“Dealer Manager” shall have the meaning set forth in the Charter.

“Dealer Manager Fees” shall mean the dealer manager fees payable to the Dealer Manager as described in the Memorandum.

“Director” shall mean a member of the Board.

“Distributions” shall have the meaning set forth in the Charter.

“Effective Termination Date” shall have the meaning set forth in Section 15.

“Excess Amount” shall have the meaning set forth in Section 13.

“Exchange Act” shall have the meaning set forth in the Charter.

“GAAP” shall mean generally accepted accounting principles as in effect in the United States of America from time to time.

“General Partner” shall mean the general partner of the Operating Partnership, as further defined in the Operating Partnership Agreement.

“Independent Appraiser” shall mean a Person with no material current or prior business or personal relationship with the Adviser or the Directors and who is engaged to a substantial extent in the business of rendering opinions regarding the value of Real Property and/or other assets of the type held by the Company or the Operating Partnership. Membership in a nationally recognized appraisal society such as the Appraisal Institute shall be conclusive evidence of being engaged to a substantial extent in the business of rendering opinions regarding the value of Real Property.

“Independent Director” shall have the meaning set forth in the Bylaws.

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“Initial Investment” shall have the meaning set forth in Section 22.

“Initial Term” shall have the meaning set forth in Section 15.

“Invesco” means, collectively, Invesco Ltd., a Bermuda limited company, and any Affiliate thereof.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended.

“Investment Guidelines” shall mean the investment guidelines adopted by the Board, as amended or restated from time to time, pursuant to which the Adviser has discretion to acquire and dispose of Investments for the Company without the prior approval of the Board.

“Investments” shall mean any Credit Assets (as defined in the Memorandum) or other investments by the Company or the Operating Partnership, directly or indirectly, in Property, Real Property, Real Estate-Related Assets or other assets.

“Management Fee” shall have the meaning set forth in Section 10(a).

“Memorandum” shall mean the private placement memorandum of the Company with respect to the offer and sale of the Common Shares, as it may be supplemented, amended or restated from time to time, including all exhibits and appendixes thereto.

“Mortgage” shall mean, in connection with any mortgage financing that the Company or the Operating Partnership originate or acquire, all of the notes, deeds of trust, security interests or other evidences of indebtedness or obligations, which are secured or collateralized by Real Property owned by the borrowers under such notes, deeds of trust, security interests or other evidences of indebtedness or obligations.

“NAV” shall mean the Company’s net asset value, calculated pursuant to the Valuation Guidelines.

“NAV Per Share” shall mean (i) with respect to the Class D Common Shares, the Class D NAV per Share, (ii) with respect to the Class I Common Shares, the Class I NAV per Share, and (iii) with respect to the Class S Common Shares, the Class S NAV per Share.

“Net Income” shall mean for any period, the Company’s total revenues applicable to such period, less the total expenses applicable to such period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Investments.

“Notice of Proposal to Negotiate” shall have the meaning set forth in Section 15.

“Offering” shall mean any offer and sale of Shares by the Company.

“Operating Expenses” shall have the meaning set forth in Section 11(d).

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

“Operating Partnership Agreement” shall mean the Limited Partnership Agreement of the Operating Partnership, as amended or restated from time to time.

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“Organization and Offering Expenses” shall mean any and all costs and expenses incurred by or on behalf of the Company or the Operating Partnership (including, for the avoidance of doubt, any such costs and expenses incurred before the date of this Agreement) in connection with the organization of the Company or the Operating Partnership or in connection with any Offering, including, but not limited to, legal, accounting, filing and other out-of-pocket expenses incurred in connection with the formation of the Company and the Operating Partnership and the qualification and, if applicable, registration of an Offering, preparation of offering materials and filings for an exempt offering, and the marketing and distribution of Shares, including, without limitation, total brokerage discounts and commissions, costs related to investor and broker-dealer sales meetings, expenses for printing, engraving, mailing, salaries and reimbursements for customary travel, lodging, and meals of employees while engaged in sales activity, telephone and other telecommunications costs, all advertising and marketing expenses, charges of transfer agents, registrars, trustees, escrow holders, depositories and experts and fees, expenses and taxes related to the filing, registration and qualification of the sale of the Shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees. Organization and Offering Expenses shall include all related legal fees and the costs of preparing and periodically updating the Memorandum and obtaining the related tax and legal opinions.

“Original Agreement” shall have the meaning set forth in the Recitals.

“Other Invesco Accounts” shall mean collective investment funds, REITs, vehicles, separately managed accounts, products or other similar arrangements sponsored, advised or managed by Invesco, whether currently in existence or subsequently established (in each case, including any related successor funds, alternative vehicles, supplemental capital vehicles, surge funds, over-flow funds, co-investment vehicles and other entities formed in connection with Invesco side-by-side or additional general partner investments with respect thereto). “Other Invesco Accounts” shall exclude the Company and the Operating Partnership and each subsidiary directly or indirectly wholly owned by the Company or the Operating Partnership.

“Performance Fee” shall have the meaning set forth in Section 10(b).

“Person” shall mean an individual, corporation, business trust, estate, trust, partnership, joint venture, limited liability company or other legal entity.

“Priority Invesco Accounts” shall mean Other Invesco Accounts that have priority over the Company and the Operating Partnership with respect to certain investments, as described in the Memorandum.

“Property” or “Properties” shall mean, as the context requires, any, or all, respectively, of the Real Property acquired by the Company or the Operating Partnership, directly or indirectly, including through joint venture arrangements or other partnership or investment interests.

“Real Estate-Related Assets” shall mean any investments by the Company or the Operating Partnership in Mortgages or Real Estate-Related Securities.

“Real Estate-Related Securities” shall mean equity and debt securities of both publicly traded and private companies, including REITs and pass-through entities, that own Real Property or loans secured by real estate, including investments in commercial mortgage-backed securities and derivative instruments, owned by the Company or the Operating Partnership, directly or indirectly through one or more of their Subsidiaries.

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“Real Property” shall mean land, rights in land (including leasehold interests) and any buildings, structures, improvements, furnishings, fixtures and equipment located on or used in connection with land and rights or interests in land.

“REIT” shall have the meaning set forth in the Charter.

“Renewal Term” shall have the meaning set forth in Section 15.

“SEC” shall mean the Securities and Exchange Commission.

“Securities Act” shall have the meaning set forth in the Charter.

“Selling Commissions” shall have the meaning set forth in the Charter.

“Shares” shall have the meaning set forth in the Charter.

“Stockholder Servicing Fee” shall have the meaning set forth in the Charter.

“Stockholders” shall have the meaning set forth in the Charter.

“Subsidiary” shall mean, with respect to the Company, all direct and indirect subsidiaries of the Company, including the Operating Partnership.

“Termination Date” shall mean the date of termination of this Agreement or expiration of this Agreement in the event this Agreement is not renewed for an additional term.

“Termination Notice” shall have the meaning set forth in Section 15.

“Total Return Per Share” shall have the meaning set forth in Appendix A to this Agreement.

“2%/25% Guidelines” shall have the meaning set forth in Section 13.

“Valuation Commencement Date” shall mean the date, as set forth in the Memorandum or as otherwise established by the Board, upon which the Company begins determining a NAV per Share for any class of Common Shares.

“Valuation Guidelines” shall mean the valuation guidelines adopted by the Board, as amended or restated from time to time.

2. APPOINTMENT. The Company and the Operating Partnership hereby appoint the Adviser to serve as their investment adviser on the terms and conditions set forth in this Agreement, and the Adviser hereby accepts such appointment. By accepting such appointment, the Adviser acknowledges that it has a contractual and fiduciary responsibility to the Company and the Stockholders. Except as otherwise provided in this Agreement, the Adviser hereby agrees to use its commercially reasonable efforts to perform the duties set forth herein, provided that the Company reimburses the Adviser for costs and expenses in accordance with Section 11.

3. DUTIES OF THE ADVISER. Subject to the oversight of the Board and the terms and conditions of this Agreement and the Investment Guidelines and consistent with the provisions of the Memorandum the Charter, the Bylaws and the Operating Partnership Agreement, the Adviser will have plenary authority with respect to the management of the business and affairs of the Company and the Operating Partnership and will be responsible for implementing the investment strategy of the Company

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and the Operating Partnership. The Adviser will perform (or cause to be performed through one or more of its Affiliates or third parties) such services and activities relating to the selection of investments and rendering investment advice to the Company and the Operating Partnership as may be appropriate or otherwise mutually agreed from time to time, which may include, without limitation:

(a) serving as an advisor to the Company and the Operating Partnership with respect to the establishment and periodic review of the Investment Guidelines for the Company’s and the Operating Partnership’s investments, financing activities and operations;

(b) sourcing, evaluating and monitoring the Company’s and the Operating Partnership’s investment opportunities and executing the origination, acquisition, management, financing and disposition of the Company’s and the Operating Partnership’s assets, in accordance with the Company’s Investment Guidelines, policies and objectives and limitations, subject to oversight by the Board;

(c) with respect to prospective originations, acquisitions, purchases, sales, exchanges or other dispositions of Investments, conducting negotiations on the Company’s and the Operating Partnership’s behalf with borrowers, sellers, purchasers and other counterparties and, if applicable, their respective agents, advisors and representatives, and determining the structure and terms of such transactions;

(d) providing the Company with portfolio management and other related services;

(e) forming one or more corporations, limited liability companies, real estate investment trusts, partnerships or other entities inside or outside the United States and utilizing such entities as vehicles for making Investments and otherwise carrying out the business of the Company and causing such entities to take any action that the Adviser would have the authority to take on behalf of the Company;

(f) serving as the Company’s advisor with respect to decisions regarding any of the Company’s financings, hedging activities or borrowings, including (1) assisting the Company in developing criteria for debt and equity financing that is specifically tailored to the Company’s investment objectives, and (2) advising the Company with respect to obtaining appropriate financing for the Investments (which, in accordance with applicable law and the terms and conditions of this Agreement and the Charter and Bylaws, may include financing by the Adviser or its Affiliates) and (3) negotiating and entering into, on the Company’s and the Operating Partnership’s behalf, financing arrangements (including one or more credit facilities), repurchase agreements, interest rate or currency swap agreements, hedging arrangements, foreign exchange transactions, derivative transactions, and other agreements and instruments required or appropriate in connection with the Company’s and the Operating Partnership’s activities;

(g) engaging and supervising, on the Company’s and the Operating Partnership’s behalf and at the Company’s and the Operating Partnership’s expense, independent contractors, advisors, consultants, attorneys, accountants, administrators, auditors, appraisers, independent valuation agents, escrow agents and other service providers (which may include Affiliates of the Adviser) that provide various services with respect to the Company and the Operating Partnership, including, without limitation, on-site managers, building and maintenance personnel, investment banking, securities brokerage, mortgage brokerage, credit analysis, risk management services, asset management services, loan servicing, other financial, legal or accounting services, due diligence services, underwriting review services, and all other services (including custody and transfer agent and registrar services) as may be required relating to the Company’s and the Operating Partnership’s activities or Investments (or potential Investments);

(h) coordinating and managing operations of any co-investment interests held by the Company or the Operating Partnership and conducting matters with co-investment partners;

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(i) communicating on the Company’s and the Operating Partnership’s behalf with the holders of any of the Company’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations with such holders;

(j) advising the Company in connection with policy decisions to be made by the Board;

(k) providing the daily management of the Company and the Operating Partnership, including performing and supervising the various administrative functions reasonably necessary for the management of the Company and the Operating Partnership;

(l) engaging one or more sub-advisors with respect to the management of the Company and the Operating Partnership, including, where appropriate, Affiliates of the Adviser;

(m) evaluating and recommending to the Board hedging strategies and engaging in hedging activities on the Company’s and the Operating Partnership’s behalf, consistent with the Company’s qualification as a REIT and with the Investment Guidelines;

(n) investing and reinvesting any moneys and securities of the Company and the Operating Partnership (including investing in short-term investments pending investment in other investments, payment of fees, costs and expenses, or payments of dividends or distributions to the Company’s stockholders and partners) and advising the Company as to the Company’s and the Operating Partnership’s capital structure and capital raising;

(o) following the Valuation Commencement Date, determining valuations for the Company’s Investments and calculating, as of the last Business Day of each month, the Class D NAV per Share, Class E NAV per Share, Class I NAV per Share, and Class S NAV per Share, in accordance with the Valuation Guidelines, and in connection therewith, obtaining appraisals performed by an Independent Appraiser and other independent third party appraisal firms concerning the value of the Real Properties and obtaining market quotations or conducting fair valuation determinations concerning the value of Real Estate-Related Assets;

(p) providing input in connection with the appraisals performed by the Independent Appraisers;

(q) monitoring the Company’s Investments for events that may be expected to have a material impact on the most recent estimated values;

(r) monitoring each Independent Appraiser’s valuation process for compliance with the Valuation Guidelines;

(s) delivering to, or maintaining on behalf of, the Company copies of appraisals obtained in connection with the Investments;

(t) in the event that the Company is a commodity pool under the CEA, acting as the Company’s commodity pool operator for the period and on the terms and conditions set forth in this Agreement, including, without limitation, the authority to make any filings, submissions or registrations (including for exemptive or “no action” relief) to the extent required or desirable under the CEA (and the Company hereby appoints the Adviser to act in such capacity and the Adviser accepts such appointment and agrees to be responsible for such services);

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(u) placing, or arranging for the placement of, orders of Real Estate-Related Assets pursuant to the Adviser’s investment determinations for the Company and the Operating Partnership either directly with the issuer or with a broker or dealer (including any Affiliated broker or dealer);

(v) making from time to time, or at any time reasonably requested by the Board, reports to the Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Adviser or any of its Affiliates;

(w) advising the Company regarding the Company’s ability to elect REIT status, and thereafter maintenance of the Company’s status as a REIT, and monitoring compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder;

(x) taking all necessary actions to enable the Company and the Operating Partnership to make required tax filings and reports, including soliciting Stockholders for required information to the extent provided by the REIT provisions of the Code;

(y) assisting the Company in filing as a reporting issuer under federal securities laws and complying with all federal, state and local regulatory requirements applicable to the Company with respect to the Offering and the Company’s business activities, including, without limitation, (i) preparing or causing to be prepared the Memorandum and all supplements and amendments thereto and all reports, filing and documents required pursuant to the Securities Act or applicable state securities laws, (ii) preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Exchange Act, and (iii) causing the Company to qualify to do business in all applicable jurisdictions and obtain and maintain all appropriate licenses to conduct its business; and

(z) performing such other services from time to time in connection with the management of the Company’s investment activities as the Board shall reasonably request or the Adviser shall deem appropriate under the particular circumstances.

The Adviser may delegate the performance of any of the duties enumerated in this Section 3, with the consent of the majority of the Board.

4. AUTHORITY OF ADVISER.

(a) Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 7), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Board (by virtue of its approval of this Agreement and authorization of the execution hereof by the officers of the Company) hereby delegates to the Adviser the authority to take, or cause to be taken, any and all actions and to execute and deliver any and all agreements, certificates, assignments, instruments or other documents and to do any and all things that, in the judgment of the Adviser, may be necessary or advisable in connection with the Adviser’s duties described in Section 3, including for the avoidance of doubt the ability to vote proxies or other voting interests which the Company holds directly or indirectly, and the making of any Investment that fits within the Investment Guidelines, objectives, policies and limitations and within the discretionary limits and authority as granted to the Adviser from time to time by the Board.

(b) Notwithstanding the foregoing, any Investment that does not fit within the Investment Guidelines will require the prior approval of the Board or any duly authorized committee of the Board, as the case may be. Except as otherwise set forth herein, in the Investment Guidelines or in the Charter, any Investment that fits within the Investment Guidelines may be made by the Adviser on the Company’s or the Operating Partnership’s behalf without the prior approval of the Board or any duly authorized committee of the Board.

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(c) The prior approval of a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction will be required for each transaction to which the Adviser or its Affiliates is a party.

(d) The Board will review the Investment Guidelines with sufficient frequency (at least annually) and may, at any time upon the giving of notice to the Adviser, amend the Investment Guidelines; provided, however, that such modification or revocation shall be effective upon receipt by the Adviser or such later date as is specified by the Board and included in the notice provided to the Adviser and such modification or revocation shall not be applicable to investment transactions to which the Adviser has committed the Company or the Operating Partnership prior to the date of receipt by the Adviser of such notification, or if later, the effective date of such modification or revocation specified by the Board.

(e) The Adviser may retain, for and on behalf, and at the sole cost and expense of the Company, such service providers as the Adviser deems necessary or advisable in connection with the management and operations of the Company, which may include Affiliates of the Adviser; provided that any such services may only be provided by Affiliates to the extent such services are approved by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transactions as being fair and reasonable to the Company and on terms and conditions not less favorable to the Company than those available from non-Affiliated third parties. In performing its duties under Section 3, the Adviser shall be entitled to rely reasonably on qualified experts and professionals (including, without limitation, accountants, legal counsel and other professional service providers) hired by the Adviser at the Company’s sole cost and expense.

5. BANK ACCOUNTS. The Adviser may establish and maintain one or more bank accounts in the name of the Company and the Operating Partnership, and any subsidiary thereof and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, consistent with the Adviser’s authority under this Agreement, provided that no funds shall be commingled with the funds of the Adviser; and the Adviser shall from time to time render, upon request by the Board, its audit committee or the auditors of the Company, appropriate accountings of such collections and payments to the Board, its audit committee and the auditors of the Company, as applicable.

6. RECORDS; ACCESS. The Adviser shall maintain appropriate records of its activities hereunder and make such records available for inspection by the Board and by counsel, auditors and authorized agents of the Company, at any time or from time to time during normal business hours. The Adviser shall at all reasonable times have access to the books and records of the Company and the Operating Partnership.

7. LIMITATIONS ON ACTIVITIES. The Adviser shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Investment Guidelines, (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code or the status of either the Company or the Operating Partnership as an entity excluded from investment company status under the Investment Company Act, or (iii) would materially violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company and the Operating Partnership or of any exchange on which the securities of the Company may be listed or that would otherwise not be permitted by the Charter, Bylaws or Operating Partnership Agreement. If the Adviser is ordered to take any action by the Board, the Adviser shall seek to notify the Board if it is the Adviser’s reasonable judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Charter, Bylaws or Operating Partnership Agreement. Notwithstanding the foregoing, neither the Adviser nor any of its Affiliates shall be liable to the Company, the Operating Partnership, the Board, or the Stockholders for any act or omission by the Adviser or any of its Affiliates, except as provided in Section 20 of this Agreement.

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8. OTHER ACTIVITIES OF THE ADVISER.

(a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person, whether or not the investment objectives or policies of any such other Person are similar to those of the Company, including, without limitation, the sponsoring, closing or managing of any Other Invesco Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from originating loans, buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the Adviser’s (or its Affiliates’) benefit. While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, the Company acknowledges that such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other Invesco Accounts and their investors, as described more fully in Section 8(b)).

(b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise or manage Other Invesco Accounts and may in the future sponsor, advise or manage additional Other Invesco Accounts (including Priority Invesco Accounts, if any), (ii) with respect to Other Invesco Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company, the Adviser and its Affiliates will allocate investment opportunities between the Company and such Other Invesco Accounts in accordance with Invesco’s prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be fair and equitable, over time, in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other Invesco Accounts (in lieu of the Company) in accordance with Invesco’s prevailing policies and procedures and (iii) Priority Invesco Accounts, if any, will receive priority over the Company with respect to investments within such accounts’ investment objectives and guidelines and the Adviser will not allocate investment opportunities to the Company unless the investment advisors of the Priority Invesco Accounts forgo, in their sole discretion, all or a portion of such investments because of such accounts’ investment objectives, guidelines, concentration limitations or otherwise.

(c) In connection with the services of the Adviser hereunder, the Company and the Board acknowledge and agree that (i) as part of Invesco’s regular businesses, personnel of the Adviser and its Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other Invesco Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other Invesco Accounts or the Adviser and such other Affiliates, (ii) unless prohibited by the Charter, Other Invesco Accounts may invest, from time to time, in investments in which the Company also invests (including, without limitation, at a different level of an issuer’s capital structure (e.g., an investment by an Other Invesco Account in a mezzanine interest with respect to the same underlying collateral in which the Company owns a secured interest, or vice versa) or in a different tranche of debt with respect to an issuer or collateral in which the Company holds an interest), and Invesco will seek to resolve any such conflicts in a fair and equitable manner (subject to any priorities of the Priority Invesco Accounts, if any, described above) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Invesco Accounts generally, including that such transactions shall be presented to the Board for approval (iii) the Company will from time to time pay fees to the Adviser

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and its Affiliates, including portfolio entities of Other Invesco Accounts, for providing various services as described in the Memorandum, as applicable (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates may from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other Invesco Accounts and related portfolio entities, and while such fees may give rise to conflicts of interest, the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other Invesco Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other Invesco Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other Invesco Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.

(d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from Invesco, any Other Invesco Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. The Adviser will seek to resolve any conflicts of interest in a fair and equitable manner (subject to any priorities of the Priority Invesco Accounts, if any, described above) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Invesco Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines).

(e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer of the Company.

9. RELATIONSHIP WITH DIRECTORS AND OFFICERS. Subject to Section 7 and to restrictions advisable with respect to the qualification of the Company as a REIT, the directors, managers, officers and employees of the Adviser or an Affiliate of the Adviser or any corporate parent of an Affiliate, may serve as a Director or officer of the Company, except that no director, officer or employee of the Adviser or its Affiliates who also is a Director or officer of the Company shall receive any compensation from the Company for serving as a Director or officer other than (a) reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board or (b) as otherwise approved by the Board, including a majority of the Independent Directors, and no such Director shall be deemed an Independent Director for purposes of satisfying the Director independence requirement set forth in the Bylaws.

10. MANAGEMENT, PERFORMANCE AND COMMITMENT FEES.

(a) Subject to Section 10(d), the Company will pay the Adviser a management fee (the “Management Fee”) equal to 1.0% of NAV with respect to Class S Common Shares, Class D Common Shares and Class I Common Shares, per annum, calculated monthly in arrears based on the NAV as of the end of the month immediately preceding the date on which the Management Fee is calculated and payable quarterly in arrears. Notwithstanding the foregoing, the value of the Company’s investments in Affiliated Funds will be excluded from the calculation of NAV for purposes of calculating the Management Fee. The Company will not pay the Adviser a management fee with respect to Class E Common Shares.

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(b) Subject to Section 10(d), the Company will pay the Adviser a performance fee (the “Performance Fee”) with respect to Class S Common Shares, Class D Common Shares and Class I Common Shares, which will be calculated as set forth in Appendix A and payable annually in arrears. The value of the Company’s investments in Affiliated Funds will be excluded from the calculation of NAV for purposes of calculating the Performance Fee. The Company will not pay the Adviser a performance fee with respect to Class E Common Shares.

(c) The Management Fee and the Performance Fee may be paid, at the Adviser’s election, in either (1) cash, or (2) the cash equivalent in aggregate NAV amounts of Class E Common Shares. If the Adviser elects to receive any portion of its Management Fee or Performance Fee in Class E Common Shares, the Adviser may elect to have the Company repurchase such Shares from the Adviser at a later date. Class E Common Shares obtained by the Adviser will not be subject to the repurchase limits of the Company’s share repurchase plan or any reduction or penalty for an early repurchase. At any time after the Company Commencement Date, the Adviser will have the option of exchanging Class E Common Shares for an equivalent aggregate NAV amount of Class S Common Shares, Class D Common Shares, or Class I Common Shares.

(d) Notwithstanding any other provision to the contrary, the Adviser agrees that all Management Fees and Performance Fees payable to it hereunder will not begin to accrue until the later of (i) March 1, 2024 and (ii) the date on which the Company files as a reporting company under the Exchange Act.

(e) The Company will pay the Adviser 50% of any commitment fee charged to borrowers in connection with the origination of each new loan (any such fee, a “Commitment Fee”) concurrently or promptly following receipt of such fees from the borrowers. The Commitment Fee shall be calculated as a percentage of the whole loan on a fully funded basis as determined by the Adviser at the time of the closing of the loan origination, and shall not exceed 0.50% of the whole loan on a fully funded basis.

(f) In the event this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive its prorated Management Fee and Performance Fee through the date of termination or expiration. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

(g) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company will pay the Adviser the Management Fee and Performance Fee from the proceeds of the liquidation.

(h) The Company may satisfy any fee obligation (other than any amount the Adviser elects to receive in the form of Class E Common Shares) by causing the Operating Partnership or any other Subsidiary to make such payment.

11. EXPENSES.

(a) The Adviser shall pay for all Organization and Offering Expenses (other than Selling Commissions and Dealer Manager Fees and Stockholder Servicing Fees) incurred through the earlier of (1) the date that the Company’s aggregate NAV is at least $1.0 billion and (2) March 31, 2024 (the “Organization and Offering Expense Commencement Date”). All Organization and Offering Expenses paid by the Adviser pursuant to this Section 11(a) shall be reimbursed by the Company to the Adviser in 60 equal monthly installments immediately following the Organization and Offering Expense Commencement Date. After the Organization and Offering Expense Commencement Date, the Company

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will reimburse the Adviser for any Organization and Offering Expenses that the Adviser incurs on the Company’s behalf as and when incurred (or promptly thereafter). The Adviser shall pay for all Operating Expenses incurred through the earlier of (1) the date that the Company’s aggregate NAV is at least $500 million and (2) March 31, 2024 (the “Operating Expense Commencement Date”). All such Operating Expenses paid by the Adviser pursuant to this Section 11(a) shall be reimbursed by the Company in 60 equal monthly installments immediately following the Operating Expense Commencement Date. After the Operating Expense Commencement Date, the Company will reimburse the Adviser for any Operating Expenses that the Adviser incurs on the Company’s behalf as and when incurred, subject to the limits set forth in Section 13 below.

(b) The Company shall pay for the cumulative Selling Commissions, Dealer Manager Fees, and Stockholder Servicing Fees in connection with any Offering of Shares.

(c) Subject to Sections 4(e) and 11(c), the Adviser shall be responsible for the expenses related to any and all personnel of the Adviser who provide investment advisory services to the Company pursuant to this Agreement (including, without limitation, each of the officers of the Company and any Directors who are also directors, officers or employees of the Adviser or any of its Affiliates), including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of such personnel, and costs of insurance with respect to such personnel (“Adviser Expenses”).

(d) In addition to the compensation paid to the Adviser pursuant to Section 10 hereof, the Company shall pay all of its costs and expenses directly or, subject to the limits set forth in Section 13 below, reimburse the Adviser and its Affiliates for costs and expenses incurred by the Adviser or its Affiliates on behalf of the Company, in each case other than Adviser Expenses (but, for the avoidance of doubt, including any such costs and expenses incurred before the date of this Agreement) (all operating costs and expenses of the Company and its direct and Subsidiaries, the “Operating Expenses”). Without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the Company are not Adviser Expenses and shall be borne by the Company:

(i) Borrowing Costs and other day-to-day operating expenses of the Company or the Operating Partnership (excluding Organization and Offering Expenses but including all of the below);

(ii) fees, costs and expenses in connection with the issuance and transaction costs incident to the trading, settling, disposition and financing of Investments (whether or not consummated), including brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges, forfeited deposits, and other investment costs fees and expenses actually incurred in connection with the pursuit, making, holding, settling, monitoring or disposing of actual or potential investments;

(iii) the actual cost of goods and services used by the Company and obtained from Persons not Affiliated with the Adviser, including fees paid to administrators, consultants, attorneys, technology providers and other services providers;

(iv) brokerage fees paid in connection with the purchase and sale of Investments;

(v) management fees, performance fees, or transaction fees to the Adviser’s Affiliates in connection with any investment in an Affiliated Fund;

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(vi) all fees, costs and expenses of legal, tax, accounting, consulting, auditing (including internal audit), finance, administrative, investment banking, capital market, transfer agency, escrow agency, custody, prime brokerage, asset management, property management, data or technology services and other non-investment advisory services rendered to the Company by the Adviser or its Affiliates in compliance with Section 4(e) including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans and insurance with respect to all personnel of the Adviser, other than those which constitute Adviser Expenses as described in Section 11(b) above;

(vii) any accounting, data processing, legal, engineering, environmental, investment-level management and servicing, research, insurance purchasing or administrative services, including information technology services, provided to the Company or its consolidated subsidiaries by employees of the Adviser; provided, that reimbursements for such services shall not exceed prevailing market rates (for the avoidance of doubt, the Adviser’s not seeking, or agreeing to waive, reimbursement for one or more of such services rendered during any period shall not prevent it from seeking reimbursement for such services rendered during any future period);

(viii) expenses of managing the Company’s and the Operating Partnership’s Investments, whether payable to an Affiliate of the Adviser or a non-Affiliated Person;

(ix) the compensation and expenses of the Directors (excluding those directors who are directors, officers or employees of the Adviser) and the cost of liability insurance to indemnify the Company’s Directors and officers;

(x) interest and fees and expenses arising out of borrowings made by the Company, including, but not limited to, costs associated with the establishment and maintenance of any of the Company’s credit facilities, other financing arrangements, or other indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of the Company’s securities offerings;

(xi) expenses connected with communications to holders of the Company’s securities or securities of the subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the SEC, the costs payable by the Company to any transfer agent and registrar, expenses in connection with the listing or trading of the Company’s securities on any exchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to the Stockholders and proxy materials with respect to any meeting of the Stockholders and any other reports or related statements;

(xii) the Company’s allocable share of costs associated with technology-related expenses, including without limitation, any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors or Affiliates of the Adviser, technology service providers and related software/hardware utilized in connection with the Company’s investment and operational activities;

(xiii) the Company’s allocable share of expenses incurred by managers, officers, personnel and agents of the Adviser for travel on the Company’s behalf and other out-of-pocket expenses incurred by them in connection with the purchase, financing, refinancing, sale or other disposition of an Investment;

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(xiv) expenses relating to compliance-related matters and regulatory filings relating to the Company’s activities (including, without limitation, expenses relating to the preparation and filing of Form ADV, any reports to be filed with the U.S. Commodity Futures Trading Commission, and any other reports, disclosures, or other regulatory filings of the Adviser and its Affiliates relating to the Company’s activities (including the Company’s pro rata share of the costs of the Adviser and its Affiliates of regulatory expenses that relate to the Company and Other Invesco Accounts));

(xv) the costs of any litigation involving the Company or the Operating Partnership or their assets and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance and indemnification or extraordinary expense or liability relating to the affairs of the Company;

(xvi) all taxes and license fees;

(xvii) all insurance costs incurred in connection with the operation of the Company’s business except for the costs attributable to the insurance that the Adviser elects to carry for itself and its personnel;

(xviii) expenses of managing, improving, developing, operating and selling Investments, whether payable to an Affiliate of the Adviser or a non-Affiliated Person;

(xix) expenses connected with the payments of interest, dividends or Distributions in cash or any other form authorized or caused to be made by the Board to or on account of holders of the Company’s securities, including, without limitation, in connection with any distribution reinvestment plan;

(xx) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or the Operating Partnership, or against any Director or officer of the Company or in his or her capacity as such for which the Company is required to indemnify such Director or officer by any court or governmental agency;

(xxi) expenses incurred in connection with the formation, organization and continuation of any corporation, partnership or other entity through which the Company’s investments are made or in which any such entity invests;

(xxii) expenses incurred related to industry association memberships or attending industry conferences on behalf of the Company; and

(xxiii) any of the foregoing costs and expenses incurred by any wholly owned Subsidiary and, without duplication, any amounts advanced by the Company or the Operating Partnership to any Subsidiary for purposes of paying any of the foregoing costs or expenses.

(e) The Adviser may, at its option, elect not to seek reimbursement for certain expenses during a given period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods.

(f) Any reimbursement payments owed by the Company to the Adviser may be offset by the Adviser against amounts due to the Company from the Adviser. Cost and expense reimbursement to the Adviser shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company.

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(g) Notwithstanding anything herein to the contrary, the Adviser shall request approval from the Board for the rates charged in any services that are contemplated in any action described in Section 11(b) above that are rendered by any Affiliate or Affiliates of the Adviser.

(h) The Company may satisfy any obligation hereunder to pay or reimburse any cost or expense by causing the Operating Partnership or any other Subsidiary to make such payment or reimbursement.

12. OTHER SERVICES. Should the Board request that the Adviser or any director, manager, officer or employee thereof render services for the Company and the Operating Partnership other than set forth in Section 3, such services shall be separately compensated at such rates and in such amounts as are agreed by the Adviser and the Independent Directors and shall not be deemed to be services pursuant to the terms of this Agreement.

13. REIMBURSEMENT TO THE ADVISER. Commencing with the first four full fiscal quarters following the Operating Expense Commencement Date, the Company shall not reimburse the Adviser at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2.0% of Average Invested Assets or 25.0% of Net Income (the “2%/25% Guidelines”) for such four fiscal quarters, unless the Independent Directors determine that such Excess Amount was justified, based on unusual and nonrecurring factors that the Independent Directors deem sufficient. If the Independent Directors do not approve such Excess Amount as being so justified, the Adviser shall reimburse the Company the amount by which the Operating Expenses exceeded the 2%/25% Guidelines. If the Independent Directors determine such Excess Amount was justified, then, within 60 days after the end of any fiscal quarter of the Company for which Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Adviser, at the direction of the Independent Directors, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or, once the Company is registered with the SEC, by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such excess were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

14. NO JOINT VENTURE. The Company and the Operating Partnership on the one hand, and the Adviser on the other hand are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers or impose any liability as such on either of them.

15. TERM OF AGREEMENT; TERMINATION. At any time during which the Company intends to qualify as a “venture capital operating company” within the meaning of 29 C.F.R. Section 2510.3-101(d), this Agreement may be terminated upon 30 days’ written notice without cause or penalty by a majority of the Board.At all other times, and until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until March 31, 2025 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors agree that (i) there has been unsatisfactory performance by the Adviser that is materially detrimental to the Company or the Operating Partnership or (ii) the compensation payable to the Adviser hereunder is unfair; provided that the Company and the Operating Partnership shall not have the right to terminate this Agreement under clause (ii) above if the Adviser agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. The Company and the Operating Partnership may elect not to renew this agreement upon the expiration of the Initial Term or any Renewal Term and

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upon 180 days’ prior written notice to the Adviser (the “Termination Notice”). If the Company or the Operating Partnership issues the Termination Notice, the Company or the Operating Partnership shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice and (ii) pay the Adviser the Termination Fee before or on the last day of the Initial Term or Renewal Term (the “Effective Termination Date”); provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Adviser is unfair, the Adviser shall have the right to renegotiate such compensation by delivering to the Company and the Operating Partnership, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Operating Partnership (represented by the Independent Directors) and the Adviser shall endeavor to negotiate in good faith the revised compensation payable to the Adviser under this Agreement, provided that the Adviser and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Adviser within 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Adviser hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company, the Operating Partnership and the Adviser agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company, the Operating Partnership and the Adviser are unable to agree to the terms of the revised compensation to be payable to the Adviser during such 60-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 60-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. For the avoidance of doubt, in the event that the Company terminates or ceases to be a party to this Agreement, the Agreement shall be null and void (other than Sections 18 through 22 hereof), including with respect to the Operating Partnership. In recognition of the level of the upfront effort required by the Adviser to originate the Investments of the Company and the Operating Partnership and the commitment of resources by the Adviser, in the event that this Agreement is terminated in accordance with the provisions of Section 15(a) of this Agreement, unless terminated for cause the Company or the Operating Partnership shall pay to the Adviser, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the sum of the average annual Management Fee earned by the Adviser during the 24-month period immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company and the Operating Partnership to pay the Termination Fee shall survive the termination of this Agreement.No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Adviser on the one hand or the Company and the Operating Partnership on the other hand may deliver written notice to the other side informing it of such party’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. Neither the Company nor the Operating Partnership is required to pay to the Adviser the Termination Fee if the Adviser terminates this Agreement pursuant to this Section 15(c).If this Agreement is terminated pursuant to Section 15, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 18 through 22 of this Agreement shall survive termination of this Agreement.TERMINATION BY THE PARTIES FOR CAUSE.

(a) The Company or the Operating Partnership may terminate this Agreement effective upon 30 days’ prior written notice of termination from the Company or the Operating Partnership to the Adviser, without payment of any Termination Fee, if (i) the Adviser, its agents or its assignees materially breaches any provision of this Agreement and such breach shall continue for a period of 30 days after written notice thereof specifying such breach and requesting that the same be remedied in such 30-day period (or 45 days after written notice of such breach if the Adviser takes steps to cure such breach within 30 days of the written notice), (ii) the Adviser engages in any act of fraud, misappropriation of funds, or embezzlement

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against the Company or any subsidiary, (iii) there is an event of any gross negligence on the part of the Adviser in the performance of its duties under this Agreement, (iv) there is a commencement of any proceeding relating to the Adviser’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or the Adviser authorizing or filing a voluntary bankruptcy petition, (v) there is a dissolution of the Adviser or (vi) the Adviser is convicted of (including a plea of nolo contendere) a felony. For the avoidance of doubt, in the event that the Company terminates or ceases to be a party to this Agreement, the Agreement shall be null and void (other than Sections 18 through 22 hereof), including with respect to the Operating Partnership.

(b) The Adviser may terminate this Agreement effective upon 60 days’ prior written notice of termination to the Company and the Operating Partnership in the event that the Company or the Operating Partnership shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 30-day period. The Company or the Operating Partnership is required to pay to the Adviser the Termination Fee if the termination of this Agreement is made pursuant to this Section 16(b).

(c) The Adviser may terminate this Agreement, without payment of any Termination Fee, in the event the Company becomes regulated as an “investment company” under the Investment Company Act, with such termination deemed to have occurred immediately prior to such event.

The provisions of Sections 18 through 22 shall survive termination of this Agreement.

17. ASSIGNMENT TO AN AFFILIATE. This Agreement may be assigned by the Adviser to an Affiliate of the Adviser with the approval of a majority of the Directors (including a majority of the Independent Directors). The Adviser may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the consent of the Board. This Agreement shall not be assigned by the Company or the Operating Partnership without the approval of the Adviser, except in the case of an assignment by the Company or the Operating Partnership to a corporation or other organization which is a successor to all of the assets, rights and obligations of the Company or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company and the Operating Partnership are bound by this Agreement. This Agreement shall be binding on successors to the Company resulting from a Change of Control or sale of all or substantially all the assets of the Company or the Operating Partnership, and shall likewise be binding on any successor to the Adviser.

18. PAYMENTS TO AND DUTIES OF ADVISER UPON TERMINATION.

(a) After the Termination Date, the Adviser shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company and the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement.

(b) The Adviser shall promptly upon termination:

(i) pay over to the Company and the Operating Partnership all money collected and held for the account of the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

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(ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board;

(iii) deliver to the Board all assets, including all Investments, and documents of the Company and the Operating Partnership then in the custody of the Adviser; and

(iv) cooperate with, and take all reasonable actions requested by, the Company and Board in making an orderly transition of the advisory function.

19. INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating Partnership shall indemnify and hold harmless the Adviser and its Affiliates, including their respective officers, managers, directors, partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the fullest extent possible without such indemnification being inconsistent with the laws of the State of Maryland or the Charter.

20. INDEMNIFICATION BY ADVISER. The Adviser shall indemnify and hold harmless each of the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Adviser’s bad faith, fraud, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement; provided, however, that the Adviser shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Adviser.

21. NON-SOLICITATION. During the term of this Agreement and in the event of a termination without Cause of this Agreement by the Company pursuant to Section 15(c) hereof, for two (2) years after the Termination Date, the Company shall not, without the consent of the Adviser, employ or otherwise retain any employee of the Adviser or any of its Affiliates or any person who has been employed by the Adviser or any of its Affiliates at any time within the two (2) year period immediately preceding the date on which such person commences employment with or is otherwise retained by the Company. The Company acknowledges and agrees that, in addition to any damages, the Adviser may be entitled to equitable relief for any violation of this Section 21 by the Company, including, without limitation, injunctive relief.

22. INITIAL INVESTMENT. Within twelve months of the Company Commencement Date, the Adviser or its Affiliate will commit to invest an aggregate of $150,000,000 (the “Initial Investment”) into any class of Shares at a per share purchase price equal to the most recently determined “transaction price” (as defined in the Memorandum) per Share; provided, however, that if the Company has not determined a transaction price as of the date of the Initial Investment, the purchase price will equal $25.00 per Share of each class. Notwithstanding anything herein to the contrary, the Adviser or its Affiliate agrees that the Adviser or its Affiliate will hold the Shares issued to the Adviser or its Affiliate representing its initial $200,000 of investment for so long as the Adviser or its Affiliate acts in an advisory capacity to the Company. Further, for the avoidance of doubt, the Adviser or its Affiliate will not be required to acquire additional Shares in the event that the net asset value of those Shares initially acquired falls below $200,000 at any time after such initial acquisition. The Adviser or its affiliate may not request that any of the Shares purchased with the Initial Investment be repurchased by the Company pursuant to the Company’s share purchase program until the earlier of the fifth anniversary of the date that the affiliate made such commitment and the date that the Company’s aggregate NAV is at least $1.5 billion, and any such repurchase request may be accepted only after all requests from unaffiliated stockholders first have been fulfilled. Neither Invesco, the Adviser, nor their Affiliates shall vote any Shares they now own, or hereafter acquire, or consent that such Shares be voted, on matters submitted to the Stockholders regarding (i) the removal of Invesco Advisers, Inc. or its Affiliates as the Adviser, (ii) the removal of any member of the Board who is affiliated with Invesco or (iii) any transaction by and between the Company and the Adviser, a member of the Board or any of their Affiliates.

20

23. MISCELLANEOUS.

(a) Notices. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is required by the Charter, the Bylaws, or accepted by the party to whom it is given, and shall be given by being delivered by hand, by courier or overnight carrier, by registered or certified mail, by electronic mail or posted on a password protected website maintained by the Adviser and for which the Company has received access instructions by electronic mail, when posted, using the contact information set forth herein:

The Company:	Invesco Commercial Real Estate Finance Trust, Inc.
	1555 Peachtree Street, N.E.
	Atlanta, Georgia 30309
	Attention: Christopher B. Fischer
	Email: chris.fischer@invesco.com
with a required copy to:	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, IL 60606
	Attention: Wendy Dodson Gallegos
	Email: WGallegos@mayerbrown.com
The Operating Partnership:	Invesco Commercial Real Estate Finance Investments, LP
	1555 Peachtree Street, N.E.
	Atlanta, Georgia 30309
	Attention: Christopher B. Fischer
	Email: chris.fischer@invesco.com
with a required copy to:	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, IL 60606
	Attention: Wendy Dodson Gallegos
	Email: WGallegos@mayerbrown.com
The Adviser:	Invesco Advisers, Inc.
	1555 Peachtree Street, N.E.
	Atlanta, Georgia 30309
	Attention: Christopher B. Fischer
	Email: chris.fischer@invesco.com
with a required copy to:	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, IL 60606
	Attention: Wendy Dodson Gallegos
	Email: WGallegos@mayerbrown.com

21

Any party may at any time give notice in writing to the other parties of a change in its address for the purposes of this Section 23(a).

(b) Modification. This Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or assignees.

(c) Severability. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

(d) Governing Law; Exclusive Jurisdiction; Jury Trial. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES TO THE CONTRARY. EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR ANY DISTRICT WITHIN SUCH STATE FOR THE PURPOSE OF ANY ACTION OR JUDGMENT RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND TO THE LAYING OF VENUE IN SUCH COURT. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(e) Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.

(f) Indulgences, Not Waivers. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any 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 other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

(g) Gender; Number. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

(h) Headings. The titles and headings of Sections and Subsections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

(i) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

22

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

Invesco Commercial Real Estate Finance Trust, Inc.
By:	/s/ Beth A. Zayicek
	Name: Beth A. Zayicek
	Title: Chief Operating Officer
Invesco Commercial Real Estate Finance Investments, LP
By: Invesco Commercial Real Estate Finance Trust Investments GP, LLC, its general partner
By: Invesco Commercial Real Estate Finance Trust, Inc., its sole member
By:	/s/ Beth A. Zayicek
	Name: Beth A. Zayicek
	Title: Chief Operating Officer
Invesco Advisers, Inc.
By:	/s/ Beth A. Zayicek
	Name: Beth A. Zayicek
	Title: Vice President

Signature Page to the Amended and Restated Advisory Agreement

Appendix A

Performance Fee Calculations

The Performance Fee payable by the Company to the Adviser with respect to the Company’s Class D Common Shares, Class I Common Shares and Class S Common Shares shall be calculated as follows:

With respect to each such class of Common Shares, the Performance Fee will be an amount equal to 10% of the Company’s “Performance Fee Income” for each calendar year allocable to such class of Common Shares, based on the calculation of each class’s relative percentage of aggregate NAV during the applicable period. No Performance Fee will be payable with respect to any class of Common Shares in any calendar year in which the Company posts a negative “Total Return Per Share” for such calendar year for such class of Common Shares.

For purposes of the foregoing, the following definitions shall apply:

“Performance Fee Income” with respect to each class of Common Shares subject to a Performance Fee means the calculation of net income (determined in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”)) allocable to such class of Common Shares adjusted as follows:

(i) (A) prior to the Organization and Offering Expense Commencement Date, net income shall exclude Organization and Offering Expenses advanced by the Adviser during the relevant period and (B) prior to the Operating Expense Commencement Date, net income shall exclude Operating Expenses (including Borrowing Costs) advanced by the Adviser during the relevant period.

(ii) after the Organization and Offering Expense Commencement Date and the Operating Expense Commencement Date, as applicable, the calculation of net income shall include: (A) Organization and Offering Expenses previously advanced by the Adviser that were repaid by the Company during the calendar year period (or partial period); (B) Operating Expenses (including Borrowing Costs) previously advanced by the Adviser that were repaid by the Company during the calendar year period (or partial period); (C) Organization and Offering Expenses incurred on or after the Organization and Offering Expense Commencement Date, with the exception of upfront Selling Commissions, Dealer Manager Fees and Stockholder Servicing Fees incurred during the calendar year period (or partial period); and (D) Operating Expenses (including Borrowing Costs) incurred on or after the Operating Expense Commencement Date during the calendar year period (or partial period).

“Total Return Per Share” shall mean, with respect to any calendar year and with respect to any class of Common Shares, an amount equal to: (i) the cumulative distributions per share accrued with respect to such class of Common Shares since the beginning of the calendar year plus (ii) the change in NAV per Share of such class of Common Shares since the beginning of the calendar year, prior to giving effect to (y) any accrual for Performance Fees with respect to such class of Common Shares or (z) any applicable Stockholder Servicing Fees.

EX-10.2

Exhibit 10.2

AMENDMENT NO.1 TO AMENDED AND RESTATED ADVISORY AGREEMENT

THIS AMENDMENT NO.1 (this “Amendment”) to the Amended and Restated Advisory Agreement, dated as of May 18, 2023 (the “Advisory Agreement”), by and among Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”), Invesco Commercial Real Estate Finance Investments, LP, a Delaware limited partnership (the “Operating Partnership”), and Invesco Advisers, Inc., a Delaware corporation (the “Adviser”) is entered into as of August 23, 2023, by and among the Company, the Operating Partnership and the Adviser. Capitalized terms used but not specifically defined herein shall have the meanings ascribed to them in the Advisory Agreement.

WHEREAS, the Company, the Operating Partnership and the Adviser desire to enter into this Amendment to make certain modifications to the Advisory Agreement in connection with the authorization, classification and designation of five hundred million (500,000,000) shares of common stock of the Company as shares of Class S-1 Common Stock, $0.01 par value per share, of the Company (each a “Class S-1 Common Share” and collectively the “Class S-1 Common Shares”);

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Amendments to Advisory Agreement. The Advisory Agreement shall be amended as follows (language that has been added is double underlined and language that has been deleted is shown with a strikethrough):

(a) Section 1. Section 1 of the Advisory Agreement is hereby amended by:

(i) adding the following definitions:

““Class S-1 Common Shares” shall have the meaning set forth in the Charter.

“Class S-1 NAV per Share” shall have the meaning set forth in the Charter.”

(ii) amending and restating the definition of “Common Shares” in its entirety to read as follows:

““Common Shares” shall mean the Class D Common Shares, Class E Common Shares, Class I Common Shares, Class S Common Shares, Class S-1 Common Shares and such other shares of common stock issued by the Company from time to time.”

(iii) amending and restating the definition of “NAV Per Share” in its entirety to read as follows:

“NAV Per Share” shall mean (i) with respect to the Class D Common Shares, the Class D NAV per Share, (ii) with respect to the Class I Common Shares, the Class I NAV per Share, and (iii) with respect to the Class S Common Shares, the Class S NAV per Share, and (iv) with respect to the Class S-1 Common Shares, the Class S-1 NAV per Share.”

1

(b) Section 3(o). Section 3(o) of the Advisory Agreement is hereby amended and restated in its entirety to read as follows:

“(o) following the Valuation Commencement Date, determining valuations for the Company’s Investments and calculating, as of the last Business Day of each month, the Class D NAV per Share, Class E NAV per Share, Class I NAV per Share, and Class S NAV per Share, and Class S-1 NAV per Share, in accordance with the Valuation Guidelines, and in connection therewith, obtaining appraisals performed by an Independent Appraiser and other independent third party appraisal firms concerning the value of the Real Properties and obtaining market quotations or conducting fair valuation determinations concerning the value of Real Estate-Related Assets;”

(c) Sections 10(a)-(c). Sections 10(a)-(c) of the Advisory Agreement is hereby amended and restated in their entirety to read as follows:

“(a) Subject to Section 10(d), the Company will pay the Adviser a management fee (the “Management Fee”) equal to 1.0% of NAV with respect to Class S Common Shares, Class S-1 Common Shares, Class D Common Shares and Class I Common Shares, per annum, calculated monthly in arrears based on the NAV as of the end of the month immediately preceding the date on which the Management Fee is calculated and payable quarterly in arrears. Notwithstanding the foregoing, the value of the Company’s investments in Affiliated Funds will be excluded from the calculation of NAV for purposes of calculating the Management Fee. The Company will not pay the Adviser a management fee with respect to Class E Common Shares.

(b) Subject to Section 10(d), the Company will pay the Adviser a performance fee (the “Performance Fee”) with respect to Class S Common Shares, Class S-1 Common Shares, Class D Common Shares and Class I Common Shares, which will be calculated as set forth in Appendix A and payable annually in arrears. The value of the Company’s investments in Affiliated Funds will be excluded from the calculation of NAV for purposes of calculating the Performance Fee. The Company will not pay the Adviser a performance fee with respect to Class E Common Shares.

(c) The Management Fee and the Performance Fee may be paid, at the Adviser’s election, in either (1) cash, or (2) the cash equivalent in aggregate NAV amounts of Class E Common Shares. If the Adviser elects to receive any portion of its Management Fee or Performance Fee in Class E Common Shares, the Adviser may elect to have the Company repurchase such Shares from the Adviser at a later date. Class E Common Shares obtained by the Adviser will not be subject to the repurchase limits of the Company’s share repurchase plan or any reduction or penalty for an early repurchase. At any time after the Company Commencement Date, the Adviser will have the option of exchanging Class E Common Shares for an equivalent aggregate NAV amount of Class S Common Shares, Class S-1 Common Shares, Class D Common Shares, or Class I Common Shares.”

2

(d) Section 22. Section 22 of the Advisory Agreement is hereby amended and restated in its entirety to read as follows:

“INITIAL INVESTMENT. Within twelve months of the Company Commencement Date, the Adviser or its Affiliate will commit Pursuant to that certain Subscription Agreement by and between an Affiliate of the Adviser and the Company, dated as of March 23, 2023, as amended on August 11, 2023 and August 23, 2023, such Affiliate of the Adviser has committed to invest an aggregate of $150,000,000 $300,000,000 (the “Initial Investment”) into any class of Shares at a per share purchase price equal to the most recently determined “transaction price” (as defined in the Memorandum) per Share; provided, however, that if the Company has not determined a transaction price as of the date of the Initial Investment, the purchase price will equal $25.00 per Share of each class. Notwithstanding anything herein to the contrary, the Adviser or its Affiliate agrees that the Adviser or its Affiliate will hold the Shares issued to the Adviser or its Affiliate representing its initial $200,000 of investment for so long as the Adviser or its Affiliate acts in an advisory capacity to the Company. Further, for the avoidance of doubt, the Adviser or its Affiliate will not be required to acquire additional Shares in the event that the net asset value of those Shares initially acquired falls below $200,000 at any time after such initial acquisition. The Adviser or its affiliate may not request that any of the Shares purchased with the Initial Investment be repurchased by the Company pursuant to the Company’s share purchase program until the earlier of the fifth anniversary of the date that the affiliate made such commitment and the date that the Company’s aggregate NAV is at least $1.5 billion, and any such repurchase request may be accepted only after all requests from unaffiliated stockholders first have been fulfilled. Neither Invesco, the Adviser, nor their Affiliates shall vote any Shares they now own, or hereafter acquire, or consent that such Shares be voted, on matters submitted to the Stockholders regarding (i) the removal of Invesco Advisers, Inc. or its Affiliates as the Adviser, (ii) the removal of any member of the Board who is affiliated with Invesco or (iii) any transaction by and between the Company and the Adviser, a member of the Board or any of their Affiliates.”

(e) Appendix A. The first paragraph of Appendix A of the Advisory Agreement is hereby amended and restated in its entirety to read as follows:

“The Performance Fee payable by the Company to the Adviser with respect to the Company’s Class D Common Shares, Class I Common Shares, and Class S Common Shares and Class S-1 Common Shares shall be calculated as follows:”

2. No Other Amendments. Except as expressly set forth herein, the Advisory Agreement remains in full force and effect, as amended hereby.

3. Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties hereto need not sign the same counterpart. The parties may sign this Amendment in the original, by facsimile, by .PDF or by any other generally acceptable electronic means.

[SIGNATURE PAGE TO FOLLOW]

3

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Advisory Amendment as of the date first written above.

Invesco Commercial Real Estate Finance Trust, Inc.
By:	/s/ Beth A. Zayicek
	Name: Beth A. Zayicek
	Title: Chief Operating Officer
Invesco Commercial Real Estate Finance Investments, LP
By: Invesco Commercial Real Estate Finance Trust Investments GP, LLC, its general partner
By: Invesco Commercial Real Estate Finance Trust, Inc., its sole member
By:	/s/ Beth A. Zayicek
	Name: Beth A. Zayicek
	Title: Chief Operating Officer
Invesco Advisers, Inc.
By:	/s/ Beth A. Zayicek
	Name: Beth A. Zayicek
	Title: Vice President

EX-10.3

Exhibit 10.3

Execution Version

INVESCO COMMERCIAL REAL ESTATE

FINANCE INVESTMENTS, LP,

as Borrower

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.,

as Guarantor

REVOLVING CREDIT AGREEMENT

BANK OF AMERICA, N.A.,

as Administrative Agent

BOFA SECURITIES, INC.,

as Sole Lead Arranger and Sole Bookrunner

May 10, 2023

TABLE OF CONTENTS

		Page
1.	DEFINITIONS		1
	1.01  Defined Terms		1
	1.02  Other Definitional Provisions		29
	1.03  Times of Day; Rates		30
	1.04  Accounting Terms		31
	1.05  Letter of Credit Amounts		32
2.	LOANS AND LETTERS OF CREDIT		32
	2.01  Revolving Credit Commitment		32
	2.02  Borrowings, Conversions and Continuations of Loans		32
	2.03  Minimum Loan Amounts		33
	2.04  Funding		33
	2.05  Interest		34
	2.06  Determination of Rate		34
	2.07  Letters of Credit		34
	2.08  Use of Proceeds and Letters of Credit		42
	2.09  Unused Commitment Fee		42
	2.10  Administrative Agent and Arranger Fees		42
	2.11  Letter of Credit Fees		42
	2.12  Computation of Interest and Fees		43
	2.13  [Reserved]		43
	2.14  Cash Collateral		43
	2.15  Defaulting Lenders		45
	2.16  Additional Guarantors		47
3.	PAYMENT OF OBLIGATIONS		49
	3.01  Notes		49
	3.02  Payment of Interest		49
	3.03  Payments of Obligation		50
	3.04  Mandatory Prepayment		52
	3.05  Voluntary Prepayments		52
	3.06  Reduction or Early Termination of Commitments		52
	3.07  Lending Office		53
4.	CHANGE IN CIRCUMSTANCES		53
	4.01  Taxes		53
	4.02  Illegality		58
	4.03  Inability to Determine Rate; Market Disruption		58
	4.04  Increased Costs Generally		60
	4.05  Compensation for Losses		62
	4.06  Mitigation Obligations; Replacement of Lenders		62
5.	SECURITY		63
	5.01  Liens and Security Interest		63
	5.02  Collateral Accounts; Capital Calls		63
	5.03  Approved Intermediary Collateral Documents		66
	5.04  Subordination of Claims		66

i

6.	GUARANTY	67
	6.01  Guaranty of Payment	67
	6.02  Obligations Unconditional	67
	6.03  Modifications	68
	6.04  Waiver of Rights	68
	6.05  Reinstatement	68
	6.06  Remedies	68
	6.07  Subrogation	69
	6.08  Joint and Several Liability	69
7.	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	70
	7.01  Conditions to Initial Credit Extension	70
	7.02  All Loans and Letters of Credit	72
8.	REPRESENTATIONS AND WARRANTIES	73
	8.01  Organization and Good Standing of Borrower	73
	8.02  Organization and Good Standing of Initial Guarantor	73
	8.03  Organization and Good Standing of Other Loan Parties	74
	8.04  Authorization and Power	74
	8.05  No Conflicts or Consents	74
	8.06  Enforceable Obligations	74
	8.07  Priority of Liens	74
	8.08  Financial Condition	75
	8.09  Full Disclosure	75
	8.10  No Default	75
	8.11  No Litigation	75
	8.12  Material Adverse Change	75
	8.13  Taxes	75
	8.14  Jurisdiction of Formation; Principal Office	75
	8.15  ERISA Compliance	75
	8.16  Compliance with Law	76
	8.17  Hazardous Substances	76
	8.18  Insider	76
	8.19  Partnership Structure	76
	8.20  Capital Commitments and Contributions	76
	8.21  Terms of Guarantors and Approved Intermediaries; No Capital Call Termination Event	76
	8.22  Investor Documents	76
	8.23  Fiscal Year	77
	8.24  Investment Company Act	77
	8.25  Margin Stock	77
	8.26  Sanctions	77
	8.27  Anti-Corruption Laws	77
	8.28  Credit Facility	77
	8.29  No Defenses	77
	8.30  Affected Financial Institution	77
	8.31  Beneficial Ownership Regulation	77
9.	AFFIRMATIVE COVENANTS	78
	9.01  Financial Statements, Reports and Notices	78
	9.02  Payment of Taxes	81
	9.03  Maintenance of Existence and Rights	81
	9.04  Notice of Default	81

ii

	9.05  Other Notices	81
	9.06  Compliance with Loan Documents and Constituent Documents	82
	9.07  Books and Records; Access	82
	9.08  Compliance with Law	82
	9.09  Insurance	82
	9.10  Authorizations and Approvals	82
	9.11  Maintenance of Liens	82
	9.12  Further Assurances	82
	9.13  Investor Financial and Rating Information	83
	9.14  Maintenance of REIT Status	83
	9.15  Anti-Corruption Laws; Sanctions	83
	9.16  Capital Calls	83
10.	NEGATIVE COVENANTS	83
	10.01  Mergers, Dissolution, Jurisdiction of Formation	83
	10.02  Negative Pledge	84
	10.03  Fiscal Year and Accounting Method	84
	10.04  Constituent Documents	84
	10.05  Transfer or Redemption of Interests, or Admission of, Investors	85
	10.06  Capital Commitments	86
	10.07  ERISA Compliance	86
	10.08  Environmental Matters	86
	10.09  Limitations on Dividends and Distributions	86
	10.10  Limitation on Debt	87
	10.11  Limitation on General Partner	87
	10.12  Limitation on Guarantor Transfers	87
	10.13  Limitation on Guarantor Investments	87
	10.14  Withdrawals from Collateral Account	87
	10.15  Sanctions	87
	10.16  Anti-Corruption Laws	87
11.	EVENTS OF DEFAULT	88
	11.01  Events of Default	88
	11.02  Remedies Upon Event of Default	90
	11.03  Performance by Administrative Agent	91
	11.04  Application of Funds	91
12.	ADMINISTRATIVE AGENT	92
	12.01  Appointment and Authority	92
	12.02  Rights as a Lender	92
	12.03  Exculpatory Provisions	92
	12.04  Reliance by Administrative Agent	93
	12.05  Delegation of Duties	94
	12.06  Resignation of Administrative Agent	94
	12.07  Non-Reliance on Administrative Agent and Other Lenders	95
	12.08  No Other Duties, Etc.	96
	12.09  Administrative Agent May File Proofs of Claim	96
	12.10  Collateral and Guaranty Matters	96
	12.11  Certain ERISA Matters	97
13.	MISCELLANEOUS	98
	13.01  Amendments	98
	13.02  Right of Setoff	100

iii

13.03  Sharing of Payments by Lenders	100
13.04  Payments Set Aside	101
13.05  No Waiver; Cumulative Remedies; Enforcement	101
13.06  Expenses; Indemnity; Damage Waiver	102
13.07  Notices	103
13.08  Governing Law	105
13.09  WAIVER OF JURY TRIAL	106
13.10  Invalid Provisions	107
13.11  Successors and Assigns	107
13.12  Replacement of Lenders	111
13.13  Maximum Interest	112
13.14  Headings	112
13.15  Survival of Representations and Warranties	112
13.16  Limited Liability of Investors	112
13.17  Recourse	113
13.18  Confidentiality	113
13.19  USA Patriot Act; KYC Notice	113
13.20  No Advisory or Fiduciary Responsibility	114
13.21  Electronic Execution of Assignments and Certain Other Documents	114
13.22  Acknowledgement and Consent to Bail-In of Affected Financial Institutions	115
13.23  Counterparts; Integration; Effectiveness	115
13.24  ENTIRE AGREEMENT	116
13.25  Acknowledgment Regarding Any Supported QFCs	116

SCHEDULES
SCHEDULE 1.01	Commitments
SCHEDULE 2.01	Baseline Net Worth
SCHEDULE 13.07	Addresses

EXHIBITS
EXHIBIT A:	Schedule of Investors
EXHIBIT B:	Revolving Credit Note
EXHIBIT C:	Loan Notice
EXHIBIT D:	Request for Letter of Credit
EXHIBIT E:	Security Agreement
EXHIBIT F:	Assignment of Account
EXHIBIT G:	[Reserved]
EXHIBIT H:	[Reserved]
EXHIBIT I:	Assignment and Assumption
EXHIBIT J:	Compliance Certificate
EXHIBIT K:	Forms of U.S. Tax Compliance Certificates
EXHIBIT L:	Form of Joinder Agreement
EXHIBIT M:	[Reserved]
EXHIBIT N:	Borrowing Base Certificate
EXHIBIT O:	Borrower’ Instruction Certificate / Remittance Instructions
EXHIBIT P:	Notice of Loan Prepayment

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EXECUTION VERSION

REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT (the “Agreement”), dated as of December 14, 2022, and effective as of October 27, 2022, is entered into between Invesco Realty, Inc., a Delaware corporation (the “Lender”) and Invesco Commercial Real Estate Finance Trust, Inc. a Maryland corporation (the “Borrower”).

BACKGROUND

1. The Borrower was formed for the purpose of primarily originating real estate related loans.

2. An affiliate of the Lender will provide investment advisory services to the Borrower in connection with the conduct of the Borrower’s business and its operations.

3. The Borrower was formed on October 27, 2022, upon filing of the Articles of Incorporation of the Borrower with the Maryland State Department of Assessment and Taxation. All capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the charter of the Borrower, as may be amended and restated from time to time (the “Charter”).

4. The Borrower has requested that the Lender extend financing to the Borrower for the purpose of funding the formation, organization and other related expenses of the Borrower.

5. Accordingly, in consideration of the mutual agreements contained herein, and subject to the terms and conditions hereof, the Lender and the Borrower agree as follows:

ARTICLE I.

LOANS: RECORDKEEPING

SECTION 1.1 Loans. From time to time, Borrower may request Lender to make a loan to Borrower (herein collectively called the “Loans” and individually each called a “Loan”) in an amount that when aggregated with the outstanding principal amount of all outstanding Loans hereunder may not exceed $30,000 (the “Maximum Aggregate Loan Amount”). Subject to the terms and conditions of this Agreement, the Lender may in its sole discretion (and for the avoidance of doubt shall under no circumstance be obligated to) make such Loans to the Borrower on a revolving basis from time to time, as the Borrower may from time to time request in an amount that when aggregated with the outstanding principal amount of all outstanding Loans hereunder may not exceed the Maximum Aggregate Loan Amount.

SECTION 1.2 Recordkeeping. The Lender shall record in its records the date and amount of each Loan made hereunder, the amount of interest accrued daily on the Loan and any repayments thereof. In the absence of manifest error, the aggregate unpaid principal amount so recorded shall be the principal amount owing and unpaid on the applicable Loan. The failure to record any such information or any error in so recording any such information shall not, however, limit or otherwise affect the actual obligations of the Borrower hereunder to repay the principal amount of all Loans together with all interest accruing thereon.

ARTICLE II.

INTEREST

SECTION 2.1 Interest Rate. Each Loan shall bear interest on the outstanding principal amount, commencing on the date of such Loan until such Loan is paid in full. The interest rate of each Loan shall be paid at the short-term applicable federal rate in effect at the time such Loan is made, as published by the Internal Revenue Service from time to time.

SECTION 2.2 Interest Payment Dates. Accrued interest on each Loan shall be payable monthly in arrears on each Payment Date (as defined below), and on the Maturity Date, commencing with the first of such dates to occur after June 1, 2023. As used herein, “Payment Date” shall mean the 15^th day of each calendar month thereafter, or if such 15^th day is not a Business Day, the next succeeding Business Day.

SECTION 2.3 Computation of Interest. Interest on each Loan shall be computed on the basis of a 360 day year and the actual number of days elapsed since the prior Payment Date.

ARTICLE III.

MATURITY AND PAYMENTS

SECTION 3.1 Maturity. Principal on the Loans is payable in full 9 months from the date of such Loan (each, a “Maturity Date”).

SECTION 3.2 Prepayments. If funds are available, the Borrower may prepay the Loans at any time, in whole or in part, without penalty.

ARTICLE IV.

DEFAULT

SECTION 4.1 Events of Default. An “Event of Default” under this Agreement means any of the following:

(a) A default by the Borrower, and continuance thereof for five (5) Business Days, in the payment when due of any interest on any Loan;

(b) A default on the payment when due of the principal amount of any Loan;

(c) A breach by the Borrower of any representation or warranty made by it in this Agreement;

(d) The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee (or similar person in any jurisdiction) for them or for a substantial part of their property or business or such a receiver or trustee (or similar such person) shall otherwise be appointed;

(e) The commencement by the Borrower, or by another party against the Borrower, whether voluntary or involuntary, of bankruptcy, insolvency, reorganization, or liquidation proceedings or relief under any bankruptcy law or any law in any jurisdiction; or

(f) The issuance of any notice in relation to any of the foregoing events in clause (e) above for the relief of debtors shall be instituted by or against the Borrower, which are not dismissed within thirty (30) days of initiation.

SECTION 4.2 Effect of Default. If an Event of Default shall occur and be continuing, then all principal and accrued but unpaid interest shall become immediately due and payable.

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ARTICLE V.

REPRESENTATIONS OF THE BORROWER

SECTION 5.1 Organization; Powers. The Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a material adverse effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 5.2 Authorization; Enforceability. Entry into and performance of this Agreement and the borrowings hereunder (the “Transactions”) are within the Borrower’s organizational powers and have been duly authorized by all necessary organizational action. The Borrower has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights generally and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 5.3 Governmental Approvals; No Conflicts. The Transactions:

(a) do not require any consent or approval of, registration or filing with, or any other action by, the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (“Governmental Authority”), except for such as have been obtained or made and are in full force and effect,

(b) will not violate any applicable law or regulation, the Charter or any order of any Governmental Authority,

(c) will not violate or result in a default under, indenture, agreement or other instrument binding upon the Borrower or any of its subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and

(d) will not result in the creation or imposition of any lien on any asset of the Borrower or any of its subsidiaries.

ARTICLE VI.

MISCELLANEOUS

SECTION 6.1 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lender and their respective successors and assigns; provided, however, that neither party to this Agreement may assign any rights or obligations under this Agreement without the prior written consent of the other party.

SECTION 6.2 Term; Termination. Either party may terminate this Agreement at any time on 30 days’ prior written notice to the other party. Upon termination, no additional Loans may be extended to the Borrower, but all outstanding Loans will become due and payable on the respective Maturity Date.

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SECTION 6.3 Waivers. The Borrower hereby waives presentment, demand for performance, notice of non-performance, protest, notice of protest and notice of dishonor. No delay on the part of Lender in exercising in any right hereunder shall operate as a waiver of such right or any other right.

SECTION 6.4 Governing Law. THIS AGREEMENT AND THE LOANS SHALL BE CONTRACTS MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT RESPECT TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW). ALL RIGHTS AND OBLIGATIONS OF THE BORROWER AND THE LENDER EXPRESSED HEREIN SHALL BE IN ADDITION TO AND NOT IN LIMITATION OF THOSE PROVIDED BY APPLICABLE LAW.

SECTION 6.5 Counterparts. This Agreement may be executed by one or more parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement may be signed electronically via scanned signatures, Adobe Sign, DocuSign protocol or other electronic platform (including pdf or any electronic signature process complying with the U.S. federal ESIGN Act of 2000). All such signatures may be used in the place of original “wet ink” signatures to this Agreement or such other document and shall have the same legal effect as the physical delivery of an original signature.

SECTION 6.6 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, and terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

SECTION 6.7 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regards to the Loans, and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants, and agreements except as specifically set forth herein. Lender acknowledges that following execution of this Agreement, there are no other loan agreements currently in effect between the Lender (or any affiliates thereof) and the Borrower.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

INVESCO REALTY, INC., as Lender
By:	/s/ Beth Zayicek
	Name: Beth Zayicek
	Title:   Vice President
INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC., as Borrower
By:	/s/ Beth Zayicek
	Name: Beth Zayicek
	Title:   Director

[Signature Page to Revolving Credit Agreement]

EX-10.4

Exhibit 10.4

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

DEALER MANAGER AGREEMENT

May 5, 2023

Invesco Distributors, Inc.

11 Greenway Plaza

Suite 1000

Houston, Texas 77046-1173

Ladies and Gentlemen:

Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”), is offering (the “Offering”) upon the terms and conditions set forth in the Company’s Confidential Private Placement Memorandum, dated March 2023 (as amended, restated or supplemented from time to time, including all appendixes and exhibits thereto, the “Memorandum”), shares of the Company’s Class S Common Stock (“Class S Shares”), Class D Common Stock (“Class D Shares”), Class I Common Stock (“Class I Shares”) and Class E Common Stock (“Class E Shares”), $0.01 par value per share (the “Shares”). The Offering is a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation D promulgated under the Securities Act (“Regulation D”). The initial purchase price per Share will be $25, and thereafter will equal the prior month’s NAV per Share for each such class, as defined in the Memorandum. Each subscriber will be required to enter into a subscription agreement (as may be amended by the Company from time to time, the “Subscription Agreement”), and will, upon acceptance of the subscription by the Company, become a stockholder of the Company (individually a “Stockholder” and collectively the “Stockholders”).

Except as otherwise agreed by the Company and the Dealer Manager (as defined below), Shares sold through the Dealer Manager are to be sold through the Dealer Manager, as the dealer manager, and the Participating Distribution Agents (as defined below) with whom the Dealer Manager has entered into or will enter into Participating Distribution Agreements (as defined below). The Shares will be offered and sold to the public as described under the caption “Plan of Distribution” in the Memorandum. Until the Company begins determining the net asset value (“NAV”) per Share, the purchase price per Share will be $25.00; thereafter, the purchase price per Share will vary and will generally equal the prior month’s NAV per Share applicable to the class of Shares being purchased, as determined monthly (in accordance with the NAV calculation procedures described in the Memorandum), or at a different offering price made available to investors in cases where the Company believes there has been a material change to the NAV per Share since the end of the prior month, which is referred to herein as the “transaction price,” plus in either case any applicable upfront selling commissions and dealer manager fees, subject in certain circumstances to reductions thereof as described in the Memorandum. For stockholders who participate in the DRP, the cash distributions attributable to the class of Shares that each stockholder owns will be automatically invested in additional Shares of the same class. All Shares sold pursuant to the DRP are to be issued and sold to stockholders of the Company at a purchase price equal to the transaction price of the applicable class of Shares on the date that the distribution is payable.

The Shares will be offered and sold in the Offering during a period commencing on the date of the Memorandum and continuing until the earliest to occur of: (1) the date upon which the maximum offering amount of Shares, as set forth in the Memorandum, is sold; and (2) the date upon which the Company terminates the Offering (in each case, the “Termination Date”). It is understood that no sale of Shares will be effective unless and until accepted by the Company.

Upon the terms and conditions contained in this Dealer Manager Agreement (this “Agreement”), the Company hereby appoints Invesco Distributors, Inc., a Delaware corporation, to act as the exclusive dealer manager (the “Dealer Manager”) for the Offering to solicit, or cause to be solicited, purchasers of the Shares on a “best efforts” basis in the Offering upon the terms and conditions set forth in the Memorandum. The Dealer Manager hereby accepts the engagement.

Terms not defined herein shall have the same meaning as in the Memorandum.

In consideration of the mutual covenants and conditions hereinafter set forth and other good and valuable consideration, the receipt of which is hereby acknowledged by the parties, the parties agree as follows:

1. Representations and Warranties of the Company. The Company hereby represents and warrants as follows as of the date hereof; provided, that, to the extent such representations and warranties are given only as of a specified date or dates, the Company only make such representations and warranties as of such date or dates:

(a) Private Placement Memorandum. From the date hereof and at all times subsequent thereto up to and including the Termination Date, the Memorandum will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no warranty or representation with respect to any statement contained in the Memorandum made in reliance upon and in conformity with information furnished in writing to the Company by the Dealer Manager or any Participating Distribution Agent (as defined in Section 3(b) below) expressly for use in the Memorandum.

(b) Status. The Company is a corporation duly formed and validly existing under the Maryland General Corporation Law and is in good standing with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

(c) Authorization of Agreement. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Company and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws of the United States, any state or any political subdivision thereof that affect creditors’ rights and remedies generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited by applicable law or public policy.

(d) Non-contravention; Consent. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not and will not result in a breach of any of the terms and provisions of, or constitute a default under:

(i) the Company’s or any of its subsidiaries’ charters, bylaws or other organizational documents, as the case may be;

(ii) any statute, indenture, mortgage, deed of trust, voting trust agreement, note, lease or other agreement or instrument to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound; or

(iii) any rule, regulation or order of any court or other governmental agency or body with jurisdiction over the Company, any subsidiary or any of their respective properties, except for such conflicts, breaches or defaults that do not result in and could not reasonably be expected to result in, individually or in the aggregate, a Company MAE (as defined below).

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No consent, approval, authorization or order of any court or governmental agency or body has been or is required for the performance of this Agreement or for the consummation of the transactions contemplated herein by the Company except as have been obtained under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or as may be required under the applicable “blue sky” or other state securities laws in connection with the offer and sale of the Shares or under the laws of states in which the Company or any of its subsidiaries may own real properties in connection with its qualification to transact business in those states or as may be required by subsequent events which may occur.

As used in this Agreement, “Company MAE” means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that is, or could reasonably be expected to be, materially adverse to (A) the condition, financial or otherwise, earnings, business, affairs or prospects of the Company and its subsidiaries considered as a whole or (B) the ability of the Company to perform its obligations under this Agreement or the validity or enforceability of this Agreement or the Shares.

(e) Pending Actions. Except as disclosed in the Memorandum, there are no actions, suits or proceedings against, or investigations of, the Company or any of its subsidiaries pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries before any court, arbitrator, administrative agency or other tribunal:

(i) challenging the validity of this Agreement;

(ii) seeking to prevent the issuance of the Shares or the consummation of any of the transactions contemplated by this Agreement;

(iii) that would reasonably be expected to materially and adversely affect the performance by the Company of its obligations under, or the validity or enforceability of, this Agreement or the Shares;

(iv) that would reasonably be expected to result in a Company MAE, or

(v) seeking to affect adversely the federal income tax attributes of the Shares.

The Company shall provide prompt notice to the Dealer Manager of the occurrence of any action, suit, proceeding or investigation of the type referred to above arising or occurring on or after the date of the Agreement.

(f) Authorization of Shares. The issuance and sale of the Shares has been duly authorized by the Company, and, when issued and duly delivered against payment therefor as contemplated by this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and the issuance and sale of the Shares by the Company are not subject to preemptive or other similar rights arising by operation of law, under the charter or bylaws of the Company or under any agreement to which the Company is a party or otherwise. The Shares conform in all material respects to the description of the Shares contained in the Memorandum.

(g) Investment Company. The Company does not intend to conduct its business so as to be an “investment company” as that term is defined in the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, and it will exercise reasonable diligence to ensure that it does not become an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

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(h) REIT Qualifications. The Company will make a timely election to be subject to tax as a real estate investment trust (“REIT”) pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), for its taxable year ended December 31 of the year in which the Company commences material operations. The Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT. The Company’s current and proposed method of operation as described in the Memorandum will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.

(i) Material Adverse Change. Since the respective dates as of which information is given in the Memorandum, except as may otherwise be stated therein or contemplated hereby, there has not occurred a Company MAE, whether or not arising in the ordinary course of business.

(j) Government Permits. The Company and its subsidiaries possess all certificates, authorities, permits, licenses, approvals consents and other authorizations (collectively “Government Permits”) issued by the appropriate state, federal, local or foreign regulatory agencies or bodies necessary to conduct the business contemplated or operated by them, other than those Government Permits the failure of which to possess or own, would not cause, individually or in the aggregate, a Company MAE. Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Government Permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Company MAE.

2. Representations and Warranties of the Dealer Manager. The Dealer Manager hereby represents and warrants as follows as of the date hereof; provided, that, to the extent such representations and warranties are given only as of a specified date or dates, the Dealer Manager only make such representations and warranties as of such date or dates:

(a) Status. The Dealer Manager is a Delaware corporation duly formed and validly existing under the General Corporation Law of the State of Delaware with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

(b) Broker-Dealer. The Dealer Manager 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 of FINRA, and a broker or dealer duly registered as such in those states or jurisdictions where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement. Each employee and representative of the Dealer Manager have all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement.

(c) Authorization of Agreement. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Dealer Manager and constitutes the valid and binding agreement of the Dealer Manager, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws of the United States, any state or any political subdivision thereof that affects creditors’ rights or remedies generally or by equitable principles relating to the availability of remedies and except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited by applicable law or public policy.

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(d) Non-contravention. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not and will not result in a breach of any of the terms and provisions of, or constitute a default under:

(i) the Dealer Manager’s charter, bylaws or other organizational documents, as applicable;

(ii) any statute, indenture, mortgage, deed of trust, voting trust agreement, note, lease or other agreement or instrument to which the Dealer Manager is a party or by which the Dealer Manager is bound; or

(iii) any rule or regulation or order of any court or other governmental agency or body with jurisdiction over the Dealer Manager except for such conflicts, breaches or defaults that do not result in and could not reasonably be expected to result in, individually or in the aggregate, a Dealer Manager MAE (as defined below).

No consent, approval, authorization or order of any court or governmental agency or body has been or is required for the performance of this Agreement or for the consummation of the transactions contemplated herein by the Dealer Manager except as have been obtained under the Securities Act or the Exchange Act, from FINRA or as may be required under the applicable “blue sky” or other state securities laws in connection with the offer and sale of the Shares or under the laws of states in which the Dealer Manager may be required to qualify to transact business.

As used in this Agreement, “Dealer Manager MAE” means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that is, or could reasonably be expected to be, materially adverse to (A) the condition, financial or otherwise, earnings, business, affairs or prospects of the Dealer Manager or (B) the ability of the Dealer Manager to perform its obligations under this Agreement or the validity or enforceability of this Agreement against the Dealer Manager.

(e) None of (i) the Dealer Manager, (ii) any of the Dealer Manager’s directors, executive officers, other officers participating in the Offering, general partners or managing members, (iii) any of the directors, executive officers or other officers participating in the Offering of any such general partner or managing member of the Dealer Manager, or (iv) any other officers or employees of the Dealer Manager or any such general partner or managing member of the Dealer Manager that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering (each, a “Dealer Manager Covered Person” and, collectively, the “Dealer Manager Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to 506(d)(1)(viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event (a) contemplated by Rule 506(d)(2) of the Securities Act and (b) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualifying Event occurring after the date hereof, prior to the date of any further offering of Shares. The Dealer Manager has exercised and will continue to exercise reasonable care to determine the identity of each person that is a Dealer Manager Covered Person and whether any Dealer Manager Covered Person is subject to a Disqualifying Event. The Dealer Manager will promptly notify the Company in writing of (x) any Disqualifying Event relating to any Dealer Manager Covered Person not previously disclosed to the Company in accordance with this Section 2(e) and (y) any event that would, with the passage of time, become a Disqualifying Event relating to any Dealer Manager Covered Person.

(f) The information under the caption “Plan of Distribution” in the Memorandum and all other information furnished to the Company by the Dealer Manager in writing expressly for use in the Memorandum or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

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3. Offering and Sale of the Shares.

(a) Engagement of Dealer Manager. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company hereby engages and appoints the Dealer Manager as its exclusive dealer manager to offer, and to cause Participating Distribution Agents to offer, on a “best efforts” basis, the Shares in the Offering on the terms and conditions set forth in the Memorandum and in the Subscription Agreement. The Dealer Manager hereby accepts such engagement and agrees to act as dealer manager during the period commencing with the date hereof and ending on the Termination Date (the “Offering Period”).

(b) Participating Distribution Agents. The Dealer Manager is authorized to enter into participating dealer agreements materially in the form attached as Exhibit A to this Agreement or in such other form as shall be pre-approved in writing by the Company (each, a “Participating Dealer Agreement”) with broker-dealers who are members of FINRA in good standing to solicit subscriptions for Shares in the Offering at the purchase price to be paid in accordance with, and otherwise upon the other terms and conditions set forth in, the Memorandum (“Participating Dealers”). The Dealer Manager may also enter into participating adviser agreements materially in the form attached as Exhibit B to this Agreement or in such other form as shall be pre-approved in writing by the Company (each, a “Participating Adviser Agreement”) with registered investment advisers registered with the Securities and Exchange Commission (the “SEC”) (“Participating Advisers”), as well as participating bank agreements in such form as shall be pre-approved in writing by the Company (each, a “Participating Bank Agreement,” and together with the Participating Dealer Agreement and Participating Adviser Agreement, each, a “Participating Agreement”) with properly licensed financial intermediaries (“Participating Banks,” and together with Participating Dealers and Participating Advisers, “Participating Distribution Agents”, and any such Participating Agreements, “Participating Distribution Agreements”).

4. Dealer Manager Compensation.

(a) Upfront Selling Commissions and Dealer Manager Fees. Subject to any discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Memorandum or this Section 4, the Company shall pay (subject to the proviso in the immediately following sentence) the Dealer Manager upfront selling commissions of up to 3.5% of the transaction price of each Class S Share sold in the Offering and upfront selling commissions of up to 1.5% of the transaction price of each Class D Share sold in the Offering. No upfront dealer manager fees will be paid with respect to the sale of Class I Shares or Class E Shares, or Shares of any class sold pursuant to the DRP.

The Company may pay reduced upfront selling commissions or may eliminate selling commissions on certain sales of Shares, on the terms set forth in the Memorandum. No selling commissions or dealer manager fees will be paid in connection with (i) the sale of Shares to Invesco Ltd. or its affiliates, or (ii) any Shares sold pursuant to the DRP.

The applicable selling commissions and dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Shares. All or a portion of the selling commissions and dealer manager fees received by the Dealer Manager may be reallowed (paid) by the Dealer Manager to Participating Distribution Agents who sold the Shares giving rise to such selling commissions and dealer manager fees, as described more fully in the Participating Agreement entered into with each such Participating Distribution Agent.

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(b) Stockholder Servicing Fees. Subject to any special circumstances or limitations described in or otherwise provided in the “Plan of Distribution” section of the Memorandum or this Section 4, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to Class S Shares equal to 0.85% per annum of the aggregate NAV of outstanding Class S Shares, and with respect to Class D Shares equal to 0.25% per annum of the aggregate NAV of the outstanding Class D Shares. The Company will pay the stockholder servicing fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the stockholder servicing fee to the Participating Distribution Agents who sold the Shares giving rise to a portion of such stockholder servicing fee, in each case to the extent the Participating Distribution Agreement with such Participating Distribution Agent provides for such a reallowance and such Participating Distribution Agent is in compliance with the terms of such Participating Distribution Agreement related to such reallowance. Notwithstanding the foregoing, subject to the terms of the Memorandum, at such time as the Participating Distribution Agent who sold the Shares giving rise to a portion of the stockholder servicing fee is no longer the broker-dealer of record/custodian with respect to such Shares or no longer satisfies any or all of the conditions in the applicable Participating Distribution Agreement giving rise to a portion of the stockholder servicing fee, then such Participating Distribution Agent’s entitlement to the stockholder servicing fees related to such Shares shall cease and such Participating Distribution Agent shall not receive the stockholder servicing fee for any portion of the month in which such party is not eligible to receive the stockholder servicing fees on the last day of the month. Broker-dealer transfers will be made effective as of the start of the first business day of a month. Thereafter, such stockholder servicing fees may be reallowed to the then-current broker-dealer of record of the Shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Distribution Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. All determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer Manager may also reallow some or all of the stockholder servicing fees to other broker-dealers who provide services with respect to the Shares giving rise to a portion of the stockholder servicing fee (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement.

(c) Stockholder Servicing Fees Limitation. The Company will cease paying the stockholder servicing fees with respect to any Class S Share or Class D Share held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the Company’s transfer agent, determines that total upfront selling commissions, upfront dealer manager fees and stockholder servicing fees paid with respect to the Shares held by such stockholder within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such Shares (including the gross proceeds of any Shares issued under the DRP upon the reinvestment of distributions paid with respect thereto or with respect to any Shares issued under the DRP directly or indirectly attributable to such Shares). At the end of such month, each such Class S Share or Class D Share will convert into a number of Class I Shares (including any fractional Shares), each with an equivalent aggregate NAV as such Share. In addition, the Company will cease paying the stockholder servicing fees on the Class S Shares and Class D Shares on the earlier to occur of the following: (i) a listing of a class of stock of the Company or (ii) the Company’s merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets, in each case in a transaction in which Stockholders receive cash or securities listed on a national securities exchange.

(d) Adviser Reimbursement. In addition to the other items of underwriting compensation set forth in this Section 4, the Company or Invesco Advisers, Inc., the Company’s adviser (the “Adviser”), shall reimburse the Dealer Manager for all items of underwriting compensation referenced in the Memorandum, to the extent the Memorandum indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA.

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(e) Right to Reject Orders or Cancel Sales. All orders, whether initial or additional, are subject to acceptance by and shall only become effective upon confirmation by the Company, which reserves the right to reject any order for any or no reason. Orders not accompanied by a Subscription Agreement and the required payment for the Shares may be rejected. Issuance of the Shares will be made only after acceptance of the subscription from the Company and actual receipt by the Company of payment therefor. If any check is not paid upon presentment, or if the Company is not in actual receipt of clearinghouse funds or cash, certified or cashier’s check or the equivalent in payment for the Shares, the Company reserves the right to cancel the sale without notice.

(f) Commissions after the Rejection of a Subscriber. No upfront selling commissions or dealer manager fees shall be payable on any subscription rejected by the Company. The Company may reject a subscription for any reason or for no reason.

(g) Reallowance. The terms of any reallowance of selling commissions, dealer manager fees and the stockholder servicing fees shall be set forth in the Participating Distribution Agreement, Servicing Agreement or similar agreement entered into with the Participating Distribution Agents or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Participating Distribution Agent or Servicing Dealer for direct payment or reallowance of any selling commissions, dealer manager fees or stockholder servicing fees to such Participating Distribution Agent or Servicing Dealer, the payment or reallowance, as applicable, of any selling commissions, dealer manager fees or stockholder servicing fees to such Participating Distribution Agent or Servicing Dealer being the sole and exclusive responsibility of the Dealer Manager. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of selling commissions, dealer manager fees or stockholder servicing fees to Participating Distribution Agents or Servicing Dealers on behalf of the Dealer Manager without incurring any liability.

(h) Reasonable Bona Fide Due Diligence Expenses. In addition to any payments to the Dealer Manager pursuant to this Section 4, the Company may reimburse the Dealer Manager or any Participating Distribution Agent for reasonable bona fide due diligence expenses incurred by the Dealer Manager or any Participating Distribution Agent. The reimbursable due diligence expenses include expenses for travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or Participating Distribution Agents and their respective personnel when visiting the Company’s offices or properties or properties related to the Company’s assets to verify information relating to the Company and its properties and assets. Also, the Company shall only reimburse the Dealer Manager or any Participating Distribution Agent for approved bona fide due diligence expenses to the extent the expenses have actually been incurred and are supported by detailed and itemized invoice(s) provided to the Company.

5. Covenants of the Company. The Company covenants and agrees with the Dealer Manager that:

(a) If, at any time prior to the Termination Date, the Memorandum, as then amended or supplemented, would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is otherwise necessary, in the Company’s reasonable discretion, at any time to amend or supplement the Memorandum, the Company promptly will notify the Dealer Manager (unless notice of the need to amend or supplement the Memorandum shall have been received from the Dealer Manager), and the Dealer Manager will notify all Participating Distribution Agents to suspend the offering and sale of the Shares hereof until such time as the Company, in its sole discretion (i) has prepared any required supplement or amendment to the Memorandum; and (ii) instructs the Dealer Manager to resume the offer and sale of the Shares.

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(b) The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with copies of (i) the Memorandum and all amendments and supplements thereto, (ii) any supplemental sales literature or advertisement (including, without limitation, any “financial professional use only” material), regardless of how labeled or described, to use in addition to the Memorandum in connection with the Offering which previously has been, or hereafter is, approved for use and furnished by the Company (collectively, the “Authorized Sales Literature”), and (iii) any other information with respect to the Company as the Dealer Manager may from time to time reasonably request, in each case as soon as available and in such quantities as the Dealer Manager may reasonably request.

(c) The Company will make any filings regarding the Offering that may be required by the SEC or any state securities administration, including without limitation preparing or causing to be prepared, executed and timely filed with the SEC a Notice on Form D relating to the Offering under Regulation D and with applicable state securities regulatory agencies. Subject to the Dealer Manager’s actions and the actions of others in connection with the Offering, the Company will comply with all requirements imposed upon it by Regulation D and other applicable securities laws, including applicable state “blue sky” registration exemptions.

(d) The Company shall advise the Dealer Manager of any request made by the SEC or any state securities administrator to amend or supplement the Memorandum or for additional information or of the issuance by the SEC of any stop order or of any other order preventing or suspending the use of the Memorandum or the institution of any proceedings for that purpose. The Company shall use its commercially reasonable best efforts to prevent the issuance of any such order and, if any such order is issued, to obtain the removal thereof as promptly as possible.

6. Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with the Company that the Dealer Manager shall:

(a) With respect to the Dealer Manager’s participation and the participation by each Participating Distribution Agent in the offer and sale of Shares (including, without limitation any resales and transfers of Shares), the Dealer Manager will comply, and in its Participating Agreements will require each Participating Distribution Agent to comply, in all material respects with all applicable requirements of (i) the Securities Act, the Exchange Act, the rules and regulations of the SEC promulgated under the Securities Act and the Exchange Act (including, without limitation, Regulation D) and all other federal rules and regulations applicable to the Offering, (ii) applicable state securities or “blue sky” laws, (iii) the rules set forth in the FINRA rulebook applicable to the Offering, and (iv) the applicable Participating Agreement.

(b) The Dealer Manager shall use and distribute in conjunction with the Offering and the sale of Shares only the Memorandum and Authorized Sales Literature, and in offering the Shares for sale, the Dealer Manager shall not give or provide any information or make any representation other than those contained in the Memorandum or any Authorized Sales Literature. The Dealer Manager will not show or give to any investor or prospective investor or reproduce any material or writing that is marked “financial professional use only” or otherwise bears a legend denoting that it is not to be used in connection with the sale of Shares to any investor or prospective investor or show or give to any investor or prospective investor in a particular jurisdiction any material or writing if the material bears a legend denoting that it is not to be used in connection with the sale of Shares in the applicable jurisdiction.

(c) The Dealer Manager shall solicit purchases of the Shares for the account of the Company only in those jurisdictions in which the Dealer Manager is legally qualified to so act and in which the Dealer Manager has been advised in writing by the Company that solicitation is permissible under the laws of the applicable jurisdiction. The Company shall specify only those jurisdictions in which Shares may be offered and sold in reliance on exemptions from the registration requirements of those jurisdictions’ securities laws. Unless otherwise specified by the Company in writing, no Shares shall be offered or sold for the account of the Company in any other states or jurisdictions.

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(d) The Dealer Manager will, and will require that each Participating Distribution Agent, suspend or terminate the offer and sale of Shares in the Offering upon request of the Company at any time and to resume offering and sale of the Shares in the Offering upon subsequent request of the Company in its sole discretion.

(e) The Dealer Manager will, and will require each Participating Distribution Agent to, only offer Shares to persons it reasonably believes, on the basis of information obtained from the potential investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager or an associated person:

(i) the person is an “accredited investor” as defined in Rule 501(a) of the Securities Act and also meets the investor suitability standards as may be established by the Company and set forth in the Memorandum;

(ii) has such knowledge and experience in financial and business matters that the offeree is capable of evaluating the merits and risks of an investment in the Shares; and

(iii) is a person for which an investment in the Shares are otherwise suitable.

(f) The Dealer Manager will require each Participating Distribution Agent in its Participating Distribution Agreement to represent and warrant that: (i) Participating Distribution Agent will make all commercially reasonable efforts to verify the “accredited investor” status and provide written confirmation (certification) of “accredited investor” status of each person who submits for a purchase of Shares, as “accredited investor” as defined in Rule 501(a) of Regulation D of the Securities Act and further described in the Memorandum; or (ii) Participating Distribution Agent acknowledges that a third-party service provider contracted by the Company will verify the “accredited investor” status of purchasers with whom they distribute the offering and they will cooperate with the Company to ensure that each investor’s status is verified. In making such verification, the Participating Distribution Agent (or a third-party service provider) shall request from such persons all necessary documentation, shall ensure that such persons provide sufficient documentation to confirm an “accredited investor” status, and shall maintain necessary records of all such documentation as detailed in Section 6(g) below.

(g) The Dealer Manager shall require Participating Distribution Agents to represent in its Participating Distribution Agreements that they will maintain, for at least six (6) years, or for the period of time required to comply with all applicable federal, state or other regulatory requirements, whichever is later, records of the information obtained from each investor and used to determine each investor met the suitability standards imposed on the offer and sale of the Shares in the Offering (both at the time of the initial subscription and at the time of any additional subscriptions), including, without limitation, records of documentation obtained and reviewed in connection with the verification of each investor’s “accredited investor” status.

7. Anti-Money Laundering. The Company and the Dealer Manager shall comply with applicable laws and regulations, including federal and state securities laws, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), Executive Order 13224 – Executive Order on Terrorist Financing Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, and applicable rules of FINRA. In accordance with these applicable laws and regulations, the Company and the Dealer Manager shall take reasonable efforts to verify the identity of new customers, maintain customer records, and check the names of new customers against government watch lists, including the Office of Foreign Asset Control’s list of Specially Designated Nationals and Blocked Persons. Further, the Company and the Dealer Manager shall provide the Financial Crimes Enforcement Network with information regarding: (a) the identity of a

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specified individual or organization; (b) an account number; (c) all identifying information provided by the account holder; and (d) the date and type of transaction, upon request. All parties will manually monitor account activity to identify patterns of unusual size or volume, geographic factors and any other “red flags” described in the Patriot Act as potential signals of money laundering or terrorist financing, and disclose such activity to applicable federal and state law enforcement when required by law. The Company and the Dealer Manager reserve the right to reject account applications from new customers who fail to provide necessary account information or who intentionally provide misleading information.

8. Indemnification.

(a) To the extent permitted by the Company’s articles of amendment and restatement (as amended or restated from time to time, the “Charter”) and subject to the limitations set forth in this Section 8, the Company shall indemnify and hold harmless the Dealer Manager, each Participating Distribution Agent, their respective officers and directors and each person, if any, who controls the Dealer Manager or any Participating Distribution Agent within the meaning of Section 15 of the Securities Act (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”), from and against any and all loss, liability, action, claim, damage and expense whatsoever (“Losses”), joint or several, to which such Indemnified Parties may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses arise out of or are based upon (i) any untrue statement of a material fact contained in (a) the Memorandum or (b) any additional materials generated by the Company for the purpose of promoting the sale of Shares (any such materials, “Authorized Sales Materials”), or (ii) the omission to state in the Memorandum or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such indemnity shall not apply to any such Losses arising out of or based upon any untrue statement or omission made in reliance upon and in conformity with written information furnished by or on behalf of an Indemnified Party specifically for inclusion in the Memorandum or any Authorized Sales Materials, and provided, further, that the Company will not be liable for the portion of any Losses suffered by any Indemnified Party in any such case if it is determined that such Indemnified Party was at fault in connection with such portion of the Losses. The Company will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending such Losses.

The foregoing indemnity agreement of this Section 8(a) is subject to the further condition that, insofar as it relates to any untrue statement or omission made in the Memorandum that was eliminated or remedied in any subsequent amendment or supplement thereto, such indemnity agreement shall not inure to the benefit of an Indemnified Party from whom the person asserting any Losses purchased the Shares that are the subject thereof, if a copy of the Memorandum as so amended or supplemented was not sent or given to such person at or prior to the time the subscription of such person was accepted by the Company, but only if a copy of the Memorandum as so amended or supplemented had been supplied to the Dealer Manager or Participating Distribution Agent prior to such acceptance.

(b) The Dealer Manager shall indemnify and hold harmless the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (the “Company Indemnified Parties”), from and against any Losses to which any of the Company Indemnified Parties may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses arise out of or are based upon (i) any untrue statement of a material fact contained in (1) the Memorandum or (2) any Authorized Sales Materials; or (ii) the omission to state in the Memorandum or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that clauses (i) and (ii) apply, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to

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the Company by or on behalf of the Dealer Manager specifically for inclusion in the Memorandum or Authorized Sales Materials; (iii) any use by the Dealer Manager or its representatives or agents in the offer and sale of the Shares of (1) sales literature that is not Authorized Sales Material, (2) “financial professional use only” materials with investors, or (3) Authorized Sales Material in a particular jurisdiction if such Authorized Sales Material bears a legend denoting that it is not to be used in connection with the sale of Shares in such jurisdiction; (iv) any untrue statement made by the Dealer Manager or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Shares; (v) any material violation of this Agreement; (vi) any failure to comply with applicable laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the Patriot Act; or (vii) any other failure to comply with applicable rules of FINRA or federal or state securities laws and the rules and regulations promulgated thereunder. The Dealer Manager will reimburse the Company Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending such Losses. This indemnity agreement will be in addition to any liability that the Dealer Manager may otherwise have.

(c) By virtue of entering into a Participating Agreement, each Participating Distribution Agent will severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective officers and directors and each person, if any, who controls the Company or the Dealer Manager within the meaning of the Securities Act, from and against any Losses to which any such person may become subject, as more fully described in each Participating Agreement.

(d) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, notify in writing the indemnifying party of the commencement thereof. The failure of an indemnified party to so notify the indemnifying party will relieve the indemnifying party from any liability under this Section 8 as to the particular item for which indemnification is then being sought, but not from any other liability that it may have to any indemnified party. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses (subject to Section 8(e)) incurred by such indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party. Any indemnified party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent of such indemnified party.

(e) The indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obligated to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one indemnified party. If such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall only be obligated to reimburse the expenses and fees of the one law firm that has been selected by a majority of the indemnified parties against which such action is finally brought; and in the event a majority of such indemnified parties is unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.

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(f) The indemnity agreements contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Participating Distribution Agent, or any person controlling any Participating Distribution Agent or by or on behalf of the Company, the Dealer Manager or any officer or director thereof, or by or on behalf of any person controlling the Company or the Dealer Manager, (ii) delivery of any Shares and payment therefor, and (iii) any termination of this Agreement. A successor of any Participating Distribution Agent or of any of the parties to this Agreement, as the case may be, shall be entitled to the benefits of the indemnity agreements contained in this Section 8.

9. Termination of this Agreement.

(a) This Agreement may be terminated by any party hereto upon 60 days’ written notice to the other parties or immediately upon notice to the other parties in the event that such other party shall have failed to comply with any material provision hereof.

(b) Upon the termination of this Agreement for any reason, the Dealer Manager shall:

(i) promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Dealer Manager;

(ii) use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company; and

(iii) notify all Participating Distribution Agents of the termination.

(c) Upon termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled pursuant to the terms of this Agreement at such times as such amounts become payable pursuant to the terms of this Agreement.

10. Survival. The following provisions of the Agreement shall survive the expiration or earlier termination of this Agreement: Section 4 and Sections 7 through Section 15. Notwithstanding anything else that may be to the contrary herein, the expiration or earlier termination of this Agreement shall not relieve a party for liability for any breach occurring prior to such expiration or earlier termination. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

11. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally or by commercial messenger, (ii) on the business day of transmission if sent by email to the email address given below, with written confirmation of receipt, and (iii) one (1) business day following deposit with a recognized overnight courier service, provided such deposit occurs prior to the deadline imposed by such service for overnight delivery, in each case above provided such communication is addressed to the intended recipient thereof as set forth below:

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If to the Company, to:	Invesco Commercial Real Estate Finance Trust, Inc.
	1555 Peachtree Street, N.E. Atlanta, Georgia 30309
	Attention: Christopher Fischer
	Email: Chris.Fischer@invesco.com
with a required copy to:	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, IL 60606
	Attention: Wendy Dodson
	Gallegos
	Email: wgallegos@mayerbrown.com
If to the Dealer Manager, to:	Invesco Distributors, Inc.
	11 Greenway Plaza
	Suite 1000
	Houston, Texas 77046-1173
	Attention: Veronica Castillo
	Email: Veronica.Castillo@invesco.com
If to the Adviser, to:	Invesco Advisers, Inc.
	1555 Peachtree Street, N.E. Atlanta, Georgia 30309
	Attention: Christopher Fischer
	Email: Chris.Fischer@invesco.com

12. Parties. This Agreement shall inure to the benefit of and be binding upon the Dealer Manager, the Company and the successors and assigns of the Dealer Manager and the Company. This Agreement and the conditions and provisions hereof are intended to be and shall be for the sole and exclusive benefit of the parties hereto and their respective successors and controlling persons, and for the benefit of no other persons, and the term “successors and assigns,” as used herein, shall not include any purchaser of Shares as such.

13. Applicable Law. This Agreement and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under the internal laws, as opposed to the conflicts of law provisions, of the State of Delaware; provided, however, that causes of action for violations of federal or state securities laws shall not be governed by this Section. Venue for any action brought hereunder shall lie exclusively in Atlanta, Georgia.

14. Amendment. This Agreement may be amended by the written agreement of the parties hereto.

15. Counterparts. This Agreement may be executed in any number of counterparts. Each counterpart, when executed and delivered, shall be an original contract, but all counterparts, when taken together, shall constitute one and the same Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms.

Very truly yours, INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC., a Maryland Corporation
By:	/s/ Beth Zayicek
Name:	Beth Zayicek
Title:	Chief Operating Officer

Accepted as of the date first above written: INVESCO DISTRIBUTORS, INC., a Delaware corporation
By:	/s/ Nicole Filingeri
Name:	Nicole Filingeri
Title:	Vice President

Solely for purposes of its obligations under Section 4(a) hereof: INVESCO ADVISERS, INC.
By:	/s/ Beth Zayicek
Name:	Beth Zayicek
Title:	Vice President

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EXHIBIT A

FORM OF PARTICIPATING DEALER AGREEMENT

[See attached]

INVESCO DISTRIBUTORS, INC.

FORM OF PARTICIPATING DEALER AGREEMENT

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

                ,         

Ladies and Gentlemen:

Subject to the terms described in this participating dealer agreement (this “Agreement”), Invesco Distributors, Inc., a Delaware corporation, as the dealer manager (the “Dealer Manager”) for Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”), invites you (“Participating Dealer”) to participate in the distribution, on a “best efforts” basis, of shares of the Company’s Class S Common Stock, Class D Common Stock, Class I Common Stock and Class E Common Stock, $0.01 par value per share (the “Shares”). The Company is currently offering the Shares (the “Offering”) in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation D promulgated under the Securities Act (“Regulation D”) upon the terms and conditions set forth in the Company’s Confidential Private Placement Memorandum, dated March 2023 (as amended, restated or supplemented from time to time, including all appendixes and exhibits thereto, the “Memorandum”). The initial purchase price per Share will be $25, and thereafter will equal the prior month’s NAV per Share for each such class, as defined in the Memorandum. Each subscriber will be required to enter into a subscription agreement (as may be amended by the Company from time to time, the “Subscription Agreement”), and will, upon acceptance of the subscription by the Company, become a stockholder of the Company (individually a “Stockholder” and collectively the “Stockholders”).

The Shares will be offered and sold in the Offering during a period commencing on the date of the Memorandum and continuing until the earliest to occur of: (1) the date upon which the maximum offering amount of Shares, as set forth in the Memorandum, is sold; and (2) the date upon which the Company terminates the Offering. It is understood that no sale of Shares will be effective unless and until accepted by the Company.

I. Dealer Manager Agreement.

The Dealer Manager has entered into a dealer manager agreement with the Company, dated March 2023 (as amended or restated, the “Dealer Manager Agreement”). In connection with performing the Dealer Manager’s obligations under the Dealer Manager Agreement, the Dealer Manager is authorized to enter into participating dealer agreements materially in the form attached as Exhibit A to the Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company with other broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) to solicit subscriptions for Shares in the Offering, participating adviser agreements materially in the form attached as Exhibit B to the Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company with registered investment advisers, as well as participating bank agreements in the form pre- approved in writing by the Company with other properly licensed financial intermediaries. Upon effectiveness of this Agreement, Participating Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled to and subject to the terms and conditions of the Dealer Manager Agreement. Any capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Dealer Manager Agreement.

II. Sale of Shares.

Participating Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions set forth in the Memorandum. Nothing in this Agreement shall be deemed or construed to make Participating Dealer an employee, agent, representative or partner of the Dealer Manager or the Company, and Participating Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Memorandum and any Authorized Sales Materials (as defined in Section VIII herein) or other materials delivered to Participating Dealer by the Dealer Manager.

III. Submission of Orders.

Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Participating Dealer such completed and executed Subscription Agreement together with a check or wire transfer (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Memorandum. Persons who purchase Shares will be instructed by Participating Dealer to make their instruments of payment payable to or for the benefit of “Invesco Commercial Real Estate Finance Trust, Inc.”

If Participating Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions and any instructions set forth in the Memorandum, Participating Dealer shall return such Subscription Agreement and instrument of payment directly to such purchaser not later than the end of the second business day following receipt by Participating Dealer. Subscription Agreements and instruments of payment received by Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section III. Transmittal of received investor funds will be made in accordance with the following procedures, as applicable:

(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from purchasers, then Participating Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company by the end of the next business day following receipt thereof by Participating Dealer; and

(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end of the next business day following receipt by Participating Dealer. The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.

Participating Dealer acknowledges and agrees that the Company reserves the unconditional right to reject any subscription for any or no reason.

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IV. Pricing.

The purchase price per Share will vary and will generally equal the prior month’s net asset value (“NAV”) per Share applicable to the class of Shares being purchased, as determined monthly (in accordance with the NAV calculation procedures described in the Memorandum), or at a different offering price made available to investors in cases where the Company believes there has been a material change to the NAV per Share since the end of the prior month, which is referred to herein as the “transaction price,” plus in either case any applicable upfront selling commissions and dealer manager fees, subject in certain circumstances to reductions thereof as described in the Memorandum.

For stockholders who participate in the DRP, the cash distributions attributable to the class of Shares that each stockholder owns will be automatically invested in additional Shares of the same class. All Shares sold pursuant to the DRP are to be issued and sold to stockholders of the Company at a purchase price equal to the transaction price of the applicable class of Shares on the date that the distribution is payable.

Except as otherwise indicated in the Memorandum or in any letter or memorandum sent to a participating adviser by the Company or the Dealer Manager, a minimum initial purchase of $10,000 in Class S, D, and E Shares is required and a minimum initial purchase of $1,000,000 in Class I Shares is required, and additional investments of Shares may be made in cash in minimal increments of at least $2,000, unless such minimums are waived by the Dealer Manager.

V. Participating Dealer’s Compensation.

Except as may be provided in the “Plan of Distribution” section of the Memorandum, as compensation for completed sales rendered by Participating Dealer hereunder, Participating Dealer is entitled, on the terms and subject to the conditions herein, to the compensation set forth on Schedule I hereto.

VI. Representations, Warranties and Covenants of Participating Dealer.

In addition to the representations and warranties found elsewhere in this Agreement, Participating Dealer represents, warrants and agrees that:

(a) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Participating Dealer is organized.

(b) It is empowered under applicable laws and by Participating Dealer’s organizational documents to enter into this Agreement and perform all activities and services of Participating Dealer provided for herein and there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Participating Dealer’s ability to perform under this Agreement.

(c) The execution, delivery and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Participating Dealer is bound, or to which any of its assets are subject, or any rule, regulation or order of any court or other governmental agency or body with jurisdiction over it.

(d) All requisite actions have been taken to authorize Participating Dealer to enter into and perform this Agreement.

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(e) It shall notify the Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against Participating Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Participating Dealer, within the meaning of Section 15 of the Securities Act.

VII. Right to Reject Orders or Cancel Sales.

The Company reserves the right to reject any order for any or no reason. Orders not accompanied by an executed Subscription Agreement in good order or the required instrument of payment for the Shares may be rejected. Issuance and delivery of the Shares will be made only after actual receipt of payment therefor.

In the event that the Dealer Manager has reallowed any selling commission or dealer manager fee to Participating Dealer for the sale of one or more Shares and the subscription is rejected, canceled or rescinded for any reason as to one or more of the Shares covered by such subscription, Participating Dealer shall pay the amount specified to the Dealer Manager within ten (10) days following mailing of notice to Participating Dealer by the Dealer Manager stating the amount owed as a result of rescinded or rejected subscriptions. Further, if Participating Dealer has retained selling commissions in connection with an order that is subsequently rejected, canceled or rescinded for any reason, Participating Dealer agrees to return to the subscriber any selling commission theretofore retained by Participating Dealer with respect to such order within three (3) days following mailing of notice to Participating Dealer by the Dealer Manager stating the amount owed as a result of rescinded or rejected subscriptions. If Participating Dealer fails to pay any such amounts, the Dealer Manager shall have the right to offset such amounts owed against future compensation due and otherwise payable to Participating Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

VIII. Memorandum and Authorized Sales Materials.

Participating Dealer is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares except as set forth in the Memorandum and any advertising and supplemental sales literature approved by the Company and to be used or delivered by the Dealer Manager or Participating Dealer in connection with the Offering, whether designated solely for “financial professional use only” or otherwise and regardless of how labeled or described (“Authorized Sales Materials”). The Dealer Manager will supply Participating Dealer with reasonable quantities of the Memorandum, as provided by the Company, as well as any Authorized Sales Materials, as provided by the Company, for delivery to investors, and Participating Dealer will deliver a copy of the Memorandum to each investor to whom an offer is made. Participating Dealer agrees that it will not show or give to any investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “financial professional use only” or otherwise bearing a legend denoting that it is not to be used in connection with the offer or sale of Shares to potential investors. Participating Dealer agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Company in writing. Participating Dealer agrees that prior to the time that a person to whom it has furnished a copy of the Memorandum becomes a Stockholder, Participating Dealer will ensure that such person has received a copy of any revised, updated or supplemented Memorandum.

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IX. License and Association Membership; Compliance with Applicable Laws.

Participating Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that (i) Participating Dealer is duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) is a member in good standing of FINRA, and (iii) is currently licensed as a broker-dealer in each of the states and the jurisdictions where it will offer or sell Shares and that its independent contractors and registered representatives have the appropriate licenses(s) to offer and sell the Shares in all such states and jurisdictions. This Agreement shall automatically terminate with no further action by any party hereto if Participating Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Participating Dealer’s principal office is located. Participating Dealer agrees to notify the Dealer Manager immediately if Participating Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Participating Dealer is currently registered or licensed.

Participating Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that Participating Dealer’s performance of its obligations under this Agreement shall comply in all material respects with all applicable terms and requirements of (i) the Dealer Manager Agreement, which such terms are incorporated herein by reference, (ii) this Agreement and the Memorandum, (iii) the Securities Act and the rules and regulations of the SEC promulgated under the Securities Act, including without limitation Regulation D, (iv) the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act, (v) applicable state securities or “blue sky” laws, and (vi) all rules promulgated by FINRA, and (vii) all other federal laws, rules and regulations applicable to the Offering and the offer and sale of the Shares, or the activities of Participating Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and federal laws, including the Gramm-Leach-Bliley Act of 1999 (“GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC and FINRA, the Bank Secrecy Act, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury. Participating Dealer agrees to comply and shall comply with any applicable requirements with respect to its participation in any resales or transfers of the Shares.

None of (i) Participating Dealer, (ii) any of Participating Dealer’s directors, executive officers, other officers participating in the Offering, general partners or managing members, (iii) any of the directors, executive officers or other officers participating in the Offering of any such general partner or managing member of Participating Dealer, or (iv) any other officers or employees of Participating Dealer or any such general partner or managing member of Participating Dealer that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering (each, a “Participating Dealer Covered Person” and, collectively, the “Participating Dealer Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to 506(d)(1)(viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event (a) contemplated by Rule 506(d)(2) of the Securities Act and (b) a description of which has been furnished in writing to the Company and the Dealer Manager prior to the date hereof or, in the case of a Disqualifying Event occurring after the date hereof, prior to the date of any further offering of Shares.

With respect to each Participating Dealer Covered Person, Participating Dealer has established procedures reasonably designed to ensure that Participating Dealer receives notice from each such Participating Dealer Covered Person of: (i) any Disqualifying Event relating to that Participating Dealer Covered Person and (ii) any event that would, with the passage of time, become a Disqualifying Event relating to that Participating Dealer Covered Person, in each case, occurring up to and including the last date on which Shares are offered in the Offering.

Participating Dealer currently has in place and effect, and shall maintain in place and full force and effect during the term of this Agreement, insurance coverage in amounts and upon terms as are customary and appropriate for a party engaged in Participating Dealer’s business and performing its obligations under this Agreement, including any and all minimum or mandated insurance coverage required by applicable law.

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X. Limitation of Offer; Suitability.

Participating Dealer will: (a) conduct all offering and solicitation efforts in a transaction or series of transactions intended to be exempt from the registration requirements under the Securities Act pursuant to Rule 506(c) of Regulation D and applicable state securities laws and regulations; (b) not offer or sell Shares by any means otherwise inconsistent with this Agreement or the Memorandum; (c) offer Shares only to persons who meet the suitability standards set forth in the Memorandum (d) make offers only to persons in the jurisdictions in which the Dealer Manager is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required; (e) only offer Shares in a jurisdiction if both such Participating Dealer and its registered representative making the offer are duly licensed to transact securities business in such jurisdiction; and (f) comply with the provisions of the FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors.

Participating Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares to a potential investor, Participating Dealer shall have reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by Participating Dealer or an associated person, that each purchaser of Shares: (A) is an “accredited investor” as that term is defined in Rule 501(a) under the Securities Act and meets the other investor suitability requirements as may be established by the Company and set forth in the Memorandum; (B) has such knowledge and experience in financial and business matters that the offeree is capable of evaluating the merits and risks of an investment in the Shares; and (C) is a person for which an investment in the Shares are otherwise suitable. Participating Dealer further represents, warrants and covenants that Participating Dealer will, in offering Shares, comply with the provisions of all applicable rules and regulations relating to suitability of investors and will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor solicited by a person associated with Participating Dealer by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each such proposed investor, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Participating Dealer agrees to retain such documents and records in Participating Dealer’s records for a period of six years from the date of the applicable sale of Shares, to otherwise comply with all applicable record keeping requirements and to make such documents and records available to (i) the Dealer Manager and the Company upon request and (ii) representatives of the SEC, FINRA and applicable state securities administrators upon Participating Dealer’s receipt of an appropriate document, subpoena or other appropriate request for documents from any such agency. Participating Dealer shall not purchase any Shares for a discretionary account without obtaining the prior written approval of Participating Dealer’s customer and such customer’s completed and executed Subscription Agreement.

In accordance with Rule 506(c), the obligation to verify “accredited investor” status of Participating Dealer’s investors can be done by Participating Dealer or by the Company. The Company utilizes a third- party service provider to verify “accredited investor” status. Participating Dealer shall elect which option they intend to utilize and agree to all terms and conditions in Schedule III. If Participating Dealer is unable to provide such verification, then Participating Dealer must notify the Dealer Manager and/or the Company.

Participating Dealer further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Memorandum.

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XI. Disclosure Review; Confidentiality of Information.

Participating Dealer agrees that it shall have reasonable grounds to believe based on the information made available to it through the Memorandum or other materials that all material facts are adequately and accurately disclosed in the Memorandum and provide a basis for evaluating the Shares. In making this determination, Participating Dealer shall evaluate, at a minimum, items of compensation, physical properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and appraisals and other pertinent reports. If Participating Dealer relies upon the results of any inquiry conducted by another member or members of FINRA, Participating Dealer shall have reasonable grounds to believe that such inquiry was conducted with due care, that the member or members conducting or directing the inquiry consented to the disclosure of the results of the inquiry and that the person who participated in or conducted the inquiry is not the Dealer Manager or a sponsor or an affiliate of the sponsor of the Company.

It is anticipated that (i) Participating Dealer and Participating Dealer’s officers, directors, managers, employees, owners, members, partners, home office diligence personnel or other agents of Participating Dealer that are conducting a due diligence inquiry on behalf of Participating Dealer and (ii) persons or committees, as the case may be, responsible for determining whether Participating Dealer will participate in the Offering ((i) and (ii) are collectively, the “Diligence Representatives”) either have previously or will in the future have access to certain Confidential Information (defined below) pertaining to the Company, the Dealer Manager, Invesco Advisers, Inc., the Company’s external adviser (“Adviser”), or their respective affiliates. For purposes hereof, “Confidential Information” shall mean and include: (i) trade secrets concerning the business and affairs of the Company, the Dealer Manager, the Adviser, or their respective affiliates; (ii) confidential data, know-how, current and planned research and development, current and planned methods and processes, marketing lists or strategies, slide presentations, business plans, however documented, belonging to the Company, the Dealer Manager, the Adviser, or their respective affiliates; (iii) information concerning the business and affairs of the Company, the Dealer Manager, the Adviser, or their respective affiliates (including, without limitation, historical financial statements, financial projections and budgets, investment-related information, models, budgets, plans, and market studies, however documented); (iv) any information marked or designated “Confidential—For Due Diligence Purposes Only”; and (v) any notes, analysis, compilations, studies, summaries and other material containing or based, in whole or in part, on any information included in the foregoing. Participating Dealer agrees to keep, and to cause its Diligence Representatives to keep, all such Confidential Information strictly confidential and to not use, distribute or copy the same except in connection with Participating Dealer’s due diligence inquiry. Participating Dealer agrees to not disclose, and to cause its Diligence Representatives not to disclose, such Confidential Information to the public, or to Participating Dealer’s sales staff, financial advisors, or any person involved in selling efforts related to the Offering or to any other third party and agrees not to use the Confidential Information in any manner in the offer and sale of the Shares. Participating Dealer further agrees to use all reasonable precautions necessary to preserve the confidentiality of such Confidential Information, including, but not limited to (a) limiting access to such information to persons who have a need to know such information only for the purpose of Participating Dealer’s due diligence inquiry and (b) informing each recipient of such Confidential Information of Participating Dealer’s confidentiality obligation. Participating Dealer acknowledges that Participating Dealer or its Diligence Representatives may previously have received Confidential Information in connection with preliminary due diligence on the Company, and agrees that the foregoing restrictions shall apply to any such previously received Confidential Information. Participating Dealer acknowledges that Participating Dealer or its Diligence Representatives may in the future receive Confidential Information either in individual or collective meetings or telephone calls with the Company, and agrees that the foregoing restrictions shall apply to any Confidential Information received in the future through any source or medium. Notwithstanding the foregoing, Confidential Information may be disclosed (a) if approved in writing for disclosure by the Company or the Dealer Manager, (b) pursuant to a subpoena or as required by

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law, or (c) as required by regulation, rule, order or request of any governing or self-regulatory organization (including without limitation the SEC or FINRA), provided that Participating Dealer shall notify the Dealer Manager in advance if practicable under the circumstances of any attempt to obtain Confidential Information pursuant to provisions (b) and (c).

XII. Compliance with Anti-Money Laundering Compliance Programs.

Participating Dealer hereby represents that it has complied and will comply with Section 326 of the Patriot Act and the implementing rules and regulations promulgated thereunder in connection with broker/dealers’ anti-money laundering obligations. Participating Dealer hereby represents that it has adopted and implemented, and will maintain a written anti-money laundering compliance program (“AML Program”) including, without limitation, anti-money laundering policies and procedures relating to customer identification in compliance with applicable laws and regulations, including federal and state securities laws, the Patriot Act, Executive Order 13224 – Executive Order on Terrorist Financing Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, and applicable rules of FINRA. In accordance with these applicable laws and regulations and its AML Program, Participating Dealer agrees to verify the identity of its new customers; to maintain customer records; and to check the names of new customers against government watch lists, including the Office of Foreign Asset Control’s list of Specially Designated Nationals and Blocked Persons. Additionally, Participating Dealer will monitor account activity to identify patterns of unusual size or volume, geographic factors and any other “red flags” described in the Patriot Act as potential signals of money laundering or terrorist financing. Participating Dealer will submit to the Financial Crimes Enforcement Network any required suspicious activity reports about such activity and further will disclose such activity to applicable federal and state law enforcement when required by law. Upon request by the Dealer Manager at any time, Participating Dealer hereby agrees to furnish (a) a copy of its AML Program to the Dealer Manager for review, and (b) a copy of the findings and any remedial actions taken in connection with Participating Dealer’s most recent independent testing of its AML Program. Participating Dealer agrees to notify the Dealer Manager immediately if Participating Dealer is subject to a FINRA disclosure event or fine from FINRA related to its AML Program.

XIII. Privacy.

Participating Dealer agrees as follows:

Participating Dealer agrees to abide by and comply in all respects with (a) the privacy standards and requirements of the GLBA and applicable regulations promulgated thereunder, (b) the privacy standards and requirements of any other applicable federal or state law, including the Fair Credit Reporting Act (“FCRA”), and (c) its own internal privacy policies and procedures, each as may be amended from time to time.

The parties hereto acknowledge that from time to time, Participating Dealer may share with the Company and the Company may share with Participating Dealer nonpublic personal information (as defined under the GLBA) of customers of Participating Dealer. This nonpublic personal information may include, but is not limited to a customer’s name, address, telephone number, social security number, account information and personal financial information. Participating Dealer shall only be granted access to such nonpublic personal information of each of its customers that pertains to the period or periods during which Participating Dealer served as the broker-dealer of record for such customer’s account. Participating Dealer, the Dealer Manager and the Company shall not disclose nonpublic personal information of any customers who have opted out of such disclosures, except (a) to service providers (when necessary and as permitted under the GLBA), (b) to carry out the purposes for which one party discloses such nonpublic personal information to another party under this Agreement (when necessary and as permitted under the GLBA) or

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(c) as otherwise required by applicable law. Any nonpublic personal information that one party receives from another party shall be subject to the limitations on usage described in this Section XIII. Except as expressly permitted under the FCRA, Participating Dealer agrees that it shall not disclose any information that would be considered a “consumer report” under the FCRA.

Participating Dealer shall be responsible for determining which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary, retrieving a list of such customers (the “List”) to identify customers that have exercised their opt-out rights. In the event Participating Dealer, the Dealer Manager or the Company expects to use or disclose nonpublic personal information of any customer for purposes other than as set forth in this Section XIII, it must first consult the List to determine whether the affected customer has exercised his or her opt-out rights. The use or disclosure of any nonpublic personal information of any customer that is identified on the List as having opted out of such disclosures, except as set forth in this Section XIII, shall be prohibited.

Participating Dealer shall implement commercially reasonable measures in compliance with industry best practices designed (a) to assure the security and confidentiality of nonpublic personal information of all customers; (b) to protect such information against any anticipated threats or hazards to the security or integrity of such information; (c) to protect against unauthorized access to, or use of, such information that could result in material harm to any customer; (d) to protect against unauthorized disclosure of such information to unaffiliated third parties; and (e) to otherwise ensure its compliance with all applicable privacy standards and requirements of federal or state law (including, but not limited to, the GLBA), and any other applicable legal or regulatory requirements. Participating Dealer further agrees to cause all its agents, representatives, affiliates, subcontractors, or any other party to whom Participating Dealer provides access to or discloses nonpublic personal information of customers to implement appropriate measures designed to meet the objectives set forth in this Section XIII.

XIV. Indemnification.

For the purposes of this Section XIV, an entity’s “Indemnified Parties” (each, an “Indemnified Party”) shall include the entity itself and such entity’s officers and directors and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act.

(a) Participating Dealer shall indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties, from and against any and all loss, liability, action, claim, damage and expense whatsoever (“Losses”) to which any of the Indemnified Parties may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses arise out of or are based upon (i) any untrue statement of a material fact contained in (a) the Memorandum or (b) any Authorized Sales Materials; or (ii) the omission to state in the Memorandum or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that clauses (i) and (ii) apply, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or the Dealer Manager by or on behalf of Participating Dealer specifically for inclusion in the Memorandum or Authorized Sales Materials; (iii) any use by Participating Dealer or its representatives or agents in the offer and sale of the Shares of (a) sales literature that is not Authorized Sales Material, (b) “financial professional use only” materials with investors, or (c) Authorized Sales Material in a particular jurisdiction if such Authorized Sales Material bears a legend denoting that it is not to be used in connection with the sale of Shares in such jurisdiction; (iv) any untrue statement made by Participating Dealer or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Shares; (v) any material violation of this Agreement; (vi) any failure to comply with applicable laws governing privacy issues, money laundering abatement and

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anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the Patriot Act; (vii) the failure of Participating Dealer to verify the “accredited investor” status of a potential investor if Option 1 is selected in Schedule III or (viii) any other failure to comply with applicable rules of FINRA or federal or state securities laws and the rules and regulations promulgated thereunder. Participating Dealer will reimburse the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending such Losses. This indemnity agreement will be in addition to any liability that Participating Dealer may otherwise have.

(b) Promptly after receipt by an Indemnified Party under this Section XIV of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section XIV, notify in writing the indemnifying party of the commencement thereof. The failure of the Indemnified Party to so notify the indemnifying party will relieve the indemnifying party from any liability under this Section XIV as to the particular item for which indemnification is then being sought, but not from any other liability that it may have to any Indemnified Party. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses (subject to Section XIV(c) below) incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party. Any Indemnified Party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent of such Indemnified Party.

(c) The indemnifying party under this Section XIV of this Agreement shall pay all legal fees and expenses of the Indemnified Party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obligated to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one Indemnified Party. If such claims or actions are alleged or brought against more than one Indemnified Party, then the indemnifying party shall only be obligated to reimburse the expenses and fees of the one law firm that has been selected by a majority of the Indemnified Parties against which such action is finally brought; and in the event a majority of such Indemnified Parties is unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an Indemnified Party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.

(d) The indemnity agreement contained in this Section XIV shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of Participating Dealer, or any person controlling Participating Dealer or by or on behalf of the Company, the Dealer Manager or any officer or director thereof, or by or on behalf of any person controlling the Company or the Dealer Manager, (ii) delivery of any Shares and payment therefor, and (iii) any termination of this Agreement. A successor of Participating Dealer or of any party to this Agreement, as the case may be, shall be entitled to the benefits of the indemnity agreement contained in this Section XIV.

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XV. Undertaking to Not Facilitate a Secondary Market in the Shares.

Participating Dealer acknowledges that there is no public trading market for the Shares and that there are limits on the ownership, transferability and redemption of the Shares, which significantly limit the liquidity of an investment in the Shares. Participating Dealer also acknowledges that the Company’s share repurchase plan (the “Plan”) will provide, once the Plan is effective (as disclosed in the Memorandum), only a limited opportunity for investors to have their Shares purchased by the Company and that the Company’s board of directors may, in its sole discretion, amend, suspend, or terminate the Plan at any time in accordance with the terms of the Plan. Participating Dealer hereby agrees that so long as the Company has not listed the Shares on a national securities exchange, Participating Dealer will not engage in any action or transaction that would facilitate or otherwise create the appearance of a secondary market in the Shares without the prior written approval of the Dealer Manager.

XVI. Arbitration.

Any dispute, controversy or claim arising between the parties relating to this Agreement (whether such dispute arises under any federal, state or local statute or regulation, or at common law), shall be resolved by final and binding arbitration administered in accordance with the then-current commercial arbitration rules of FINRA in accordance with the terms of this Agreement (including the governing law provisions of this Agreement and pursuant to the Federal Arbitration Act (9 U.S.C. §§ 1 – 16)). The parties will request that the arbitrator or arbitration panel (“Arbitrator”) issue written findings of fact and conclusions of law. The Arbitrator shall not be empowered to make any award or render any judgment for punitive damages, and the Arbitrator shall be required to follow applicable law in construing this Agreement, making awards, and rendering judgments. The decision of the arbitration panel shall be final and binding, and judgment upon any arbitration award may be entered by any court having jurisdiction. All arbitration hearings will be held at the Atlanta, Georgia FINRA District Office or at another mutually agreed upon site. The parties may agree on a single arbitrator, or, if the parties cannot so agree, each party will have the right to choose one arbitrator, and the selected arbitrators will choose a third arbitrator. Each arbitrator must have experience and education that qualify him or her to competently address the specific issues to be designated for arbitration. Notwithstanding the preceding, no party will be prevented from immediately seeking provisional remedies in courts of competent jurisdiction, including but not limited to, temporary restraining orders and preliminary injunctions, but such remedies will not be sought as a means to avoid or stay arbitration.

XVII. Termination; Survival; Amendment; Entire Agreement.

Participating Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Any party may terminate this Agreement by written notice pursuant to Section XX below, which termination notice may be delivered in such party’s sole discretion. Such termination shall be effective 48 hours after the mailing of such written notice. This Agreement shall automatically terminate without the requirement for further action by any party to this Agreement upon the termination of the Dealer Manager Agreement.

Upon expiration or termination of this Agreement, the Dealer Manager shall pay to Participating Dealer all earned but unpaid compensation to which Participating Dealer is or becomes entitled under Section V hereof at such time as such compensation or reimbursement becomes payable.

The respective agreements and obligations of Participating Dealer and the Dealer Manager set forth in Sections V, XII through XIV and XVI through XXII of this Agreement and Section 8 of the Dealer Manager Agreement shall remain operative and in full force and effect regardless of the termination of this Agreement.

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Notwithstanding the termination of this Agreement or the payment of any amount to Participating Dealer, Participating Dealer agrees to pay Participating Dealer’s proportionate share of any claim, demand or liability asserted against Participating Dealer and the other Participating Distribution Agents (as defined in the Dealer Manager Agreement) on the basis that such Participating Distribution Agents or any of them constitute an association, unincorporated business or other separate entity, including in each case such Participating Distribution Agent’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

This Agreement may be amended at any time by the Dealer Manager by written notice to Participating Dealer, and any such amendment, including any amendment to the Dealer Manager Agreement, shall be deemed accepted by Participating Dealer upon placing an order for sale of Shares after it has received such notice.

This Agreement and the schedules hereto are the entire agreement of the parties and supersedes all prior agreements, if any, between the parties hereto relating to the subject matter hereof.

XVIII. Use of Company and Invesco Names.

Except as expressly provided herein, nothing herein shall be deemed to constitute a waiver by the Dealer Manager of any consent that would otherwise be required under this Agreement or applicable law prior to the use of Participating Dealer of the name or identifying marks of the Company, the Dealer Manager, “Invesco” or “Invesco Real Estate” (or any combination or derivation thereof). The Dealer Manager reserves the right to withdraw its consent to the use of the Company’s name at any time and to request to review any materials generated by Participating Dealer that use the Company’s or Invesco’s name or mark. Any such consent is expressly subject to the continuation of this Agreement and shall terminate with the termination of this Agreement as provided herein.

XIX. Assignment; Third Party Beneficiary.

Participating Dealer shall have no right to assign this Agreement or any of Participating Dealer’s rights hereunder or to delegate any of Participating Dealer’s obligations. Any purported assignment or delegation by Participating Dealer shall be null and void. The Dealer Manager shall have the right to assign any or all of its rights and obligations under this Agreement by written notice, and Participating Dealer shall be deemed to have consented to such assignment by execution hereof. Dealer Manager shall provide written notice of any such assignment to Participating Dealer. The Company is a third party beneficiary with respect to this Agreement and may enforce its rights, to the extent set forth herein, against any party to this Agreement.

XX. Notice.

All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally or by commercial messenger, (ii) on the business day of transmission if sent by email to the email address given below, with written confirmation of receipt, and (iii) one (1) business day following deposit with a recognized overnight courier service, provided such deposit occurs prior to the deadline imposed by such service for overnight delivery, in each case above provided such communication is addressed to the intended recipient thereof as set forth below:

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If to the Dealer Manager, to:	Invesco Distributors, Inc.
	11 Greenway Plaza
	Suite 1000
	Houston, Texas 77046-1173
	Attention: Veronica Castillo
	Email: Veronica.Castillo@invesco.com
If to Participating Dealer, to:	The address specified by Participating Dealer on the signature page hereto.

XXI. Attorneys’ Fees; Applicable Law and Venue.

In any action to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. This Agreement and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under the internal laws, as opposed to the conflicts of law provisions, of the State of Delaware. Venue for any action brought hereunder (including arbitration) shall lie exclusively in Atlanta, Georgia.

XXII. No Partnership.

Nothing in this Agreement shall be construed or interpreted to constitute Participating Dealer as an employee, agent or representative of, or in association with or in partnership with, the Dealer Manager, the Company or the other Participating Distribution Agents. Instead, this Agreement shall only constitute Participating Dealer as a dealer authorized by the Dealer Manager to sell the Shares according to the terms set forth in the Memorandum and in this Agreement.

[Signatures on following pages.]

13

If the foregoing is in accordance with Participating Dealer’s understanding and agreement, please sign and return the attached duplicate of this Agreement.

Very truly yours,

INVESCO DISTRIBUTORS, INC.

By:

Title:

Date:

We have read the foregoing Agreement and we hereby accept and agree to the terms and conditions therein set forth.

1. Identity of Participating Dealer:

Company Name:

Type of entity:

Organized in the State of:

Licensed as broker-dealer in all States:         Yes:                     No:             

If no, list all States licensed as broker-dealer:

Tax ID #:

2. Person to receive notices delivered pursuant to the Agreement.

Name:

Company:

Address:

City, State and Zip:

Telephone:

Fax:

Email:

AGREED TO AND ACCEPTED BY PARTICIPATING DEALER:

	(Participating Dealer’s Firm Name)
By:
	Signature
Name:
Title:
Date:

14

SCHEDULE I

ADDENDUM

TO

PARTICIPATING DEALER AGREEMENT WITH

INVESCO DISTRIBUTORS, INC.

Name of Participating Dealer:

The following Schedule reflects the selling commissions and dealer manager fees as agreed upon between Invesco Distributors, Inc. (the “Dealer Manager”) and Participating Dealer, effective as of the effective date of the Participating Dealer Agreement (the “Agreement”) between the Dealer Manager and Participating Dealer in connection with the offering of shares of Class S Common Stock, Class D Common Stock, Class I Common Stock and Class E Common Stock, $0.01 par value per share (the “Shares”), of Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”).

Upfront Selling Commissions and Dealer Manager Fees

Except as may be provided in the “Plan of Distribution” section of the Memorandum, as compensation for completed sales (as defined below) by Participating Dealer of Shares that Participating Dealer is authorized to sell and for services rendered by Participating Dealer hereunder, the Dealer Manager shall reallow to Participating Dealer an upfront selling commission in an amount up to [•]% of the Transaction Price per Share on such completed sales of Shares by Participating Dealer. Participating Dealer shall not receive selling commissions for sales of any Shares pursuant to the DRP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section III of the Agreement, the Company has accepted the Subscription Agreement of such subscriber, and the Company has thereafter distributed the selling commission to the Dealer Manager in connection with such transaction. Participating Dealer affirms that the Dealer Manager’s liability for selling commissions payable to Participating Dealer is limited solely to the Selling Commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Shares.

Except as may be provided in the “Plan of Distribution” section of the Memorandum, as compensation for completed sales by Participating Dealer of Shares that Participating Dealer is authorized to sell and for services rendered by Participating Dealer hereunder, the Dealer Manager shall reallow to Participating Dealer a dealer manager fee in an amount up to [•]% of the Transaction Price per Share on such completed sales of Shares by Participating Dealer. Participating Dealer shall not receive dealer manager fees for sales of any Shares pursuant to the DRP.

Participating Dealer may withhold the selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Memorandum from the purchase price for the Shares in the Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) Participating Dealer is legally permitted to do so; and (ii) (A) Participating Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) Participating Dealer has forwarded the Subscription Agreement to the Company or its agent within the time required under Section III, and the Company has accepted the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which Participating Dealer is entitled, to the Company or its agent; and (C) Participating Dealer has verified that there are sufficient funds in the investor’s account with Participating Dealer to cover the entire cost of the subscription. Participating

Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscription.

15

Participating Dealer shall be responsible for implementing any discounts or other special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Memorandum. Requests to combine purchase orders of Shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Memorandum must be made in writing by Participating Dealer, and any resulting reduction in selling commissions or dealer manager fees will be prorated among the separate subscribers.

Except as otherwise provided herein, all expenses incurred by Participating Dealer in the performance of Participating Dealer’s obligations hereunder, including, but not limited to, expenses related to the Shares and any attorneys’ fees, shall be at Participating Dealer’s sole cost and expense.

General

Selling commissions and dealer manager fees due to Participating Dealer pursuant to this Agreement will be paid to Participating Dealer within 30 days after receipt by the Dealer Manager. Participating Dealer, in its sole discretion, may authorize Dealer Manager to deposit selling commissions, dealer manager fees, or other payments due to it pursuant to this Agreement directly to its bank account. If Participating Dealer so elects, Participating Dealer shall provide such deposit authorization and instructions in Schedule II to this Agreement.

The parties hereby agree that the foregoing selling commissions and reallowed dealer manager fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Participating Dealer’s interest in the Offering is limited to such selling commissions and reallowed dealer manager fees, as applicable, from the Dealer Manager and Participating Dealer’s indemnity referred to in the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such selling commissions and reallowed dealer manager fees to Participating Dealer.

Except as otherwise described under “Upfront Selling Commissions and Dealer Manager Fees” above, Participating Dealer waives any and all rights to receive compensation until it is paid to and received by the Dealer Manager. Participating Dealer acknowledges and agrees that, if the Company pays selling commissions or dealer manager fees, as applicable, to the Dealer Manager, the Company is relieved of any obligation for selling commissions or dealer manager fees, as applicable, to Participating Dealer. The Company may rely on and use the preceding acknowledgement as a defense against any claim by Participating Dealer for selling commissions or dealer manager fees, as applicable, the Company pays to Dealer Manager but that Dealer Manager fails to remit to Participating Dealer. Participating Dealer affirms that the Dealer Manager’s liability for selling commissions and dealer manager fees payable is limited solely to the proceeds of selling commissions and dealer manager fees, as applicable, receivable from the Company and Participating Dealer hereby waives any and all rights to receive payment of selling commissions or any reallowance of dealer manager fees due until such time as the Dealer Manager is in receipt of the selling commission or dealer manager fee, as applicable, from the Company. Notwithstanding the above, Participating Dealer affirms that, to the extent Participating Dealer retains selling commissions as described above under “Upfront Selling Commissions and Dealer Manager Fees,” neither the Company nor the Dealer Manager shall have liability for selling commissions payable to Participating Dealer, and that Participating Dealer is solely responsible for retaining the selling commissions due to Participating Dealer from the subscription funds received by Participating Dealer from its customers for the purchase of Shares in accordance with the terms of this Agreement.

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Due Diligence

In addition, as set forth in the Memorandum, the Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or reimburse Participating Dealer for reasonable bona fide due diligence expenses incurred by Participating Dealer in connection with the Offering. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by Participating Dealer and its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses and shall obtain the prior written approval from the Dealer Manager for such expenses, and no such expenses shall be reimbursed absent a detailed and itemized invoice. Notwithstanding the foregoing, no such payment will be made if such payment would cause the aggregate of such reimbursements to Participating Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 15% of the Company’s gross proceeds from the Offering. All such reimbursements will be made in accordance with, and subject to the restrictions and limitations imposed under the Memorandum, FINRA rules and other applicable laws and regulations.

17

WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed as of the date first written above.

“DEALER MANAGER”

INVESCO DISTRIBUTORS, INC.

By:

Title:

Date:

“PARTICIPATING DEALER”

(Print Name of Participating Dealer)

By:

Title:

Date:

18

SCHEDULE II

ADDENDUM

TO

PARTICIPATING DEALER AGREEMENT WITH

INVESCO DISTRIBUTORS, INC.

NAME OF ISSUER: Invesco Commercial Real Estate Finance Trust, Inc.

NAME OF PARTICIPATING DEALER:

SCHEDULE TO AGREEMENT DATED:

Participating Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, dealer manager fees and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Participating Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager deposits funds erroneously into Participating Dealer’s account, the Dealer Manager is authorized to debit the account with no prior notice to Participating Dealer for an amount not to exceed the amount of the erroneous deposit.

Bank Name:                                                                                                              

Bank Address:                                                                                                          

Bank Routing Number:                                                                                            

Account Number:                                                                                                     

“PARTICIPATING DEALER”

(Print Name of Participating Dealer)

By:

Title:

Date:

19

SCHEDULE III

ADDENDUM

TO

PARTICIPATING DEALER AGREEMENT WITH

INVESCO DISTRIBUTORS, INC.

506(c) Accredited Investor Verification Election

Rule 506(c) permits issuers to broadly solicit and generally advertise an offering, provided that all purchasers in the offering are “accredited investors” and the issuer takes reasonable steps to verify purchasers’ “accredited investor” status. For the Company to fulfill this obligation, Participating Dealer must agree that: (i) Participating Dealer will conduct all relevant Rule 506(c) verifications on Company’s behalf; or (ii) Participating Dealer agrees to use the third-party service provider (the “Third Party Verifier”) engaged by the Company will conduct such verification.

Participating Dealer agrees and elects to one of the following:

☐ 1.         Participating Dealer Verification

• Participating Dealer agrees to take reasonable steps to verify that all purchasers are “accredited investors”;

• Participating Dealer acknowledges they have policies and procedures in place to reasonably verify a purchaser’s “accredited investor” status;

• Participating Dealer agrees to provide certification to the Company in the form attached hereto as Exhibit A that Participating Dealer has taken reasonable steps to verify each subscribing investor’s status as an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended, and has verified that such investor is an “accredited investor” within 90 days of the purchase date; and

• In the event Participating Dealer is unable to verify the “accredited investor” status of an investor, the Participating Dealer will not submit such investor’s subscription agreement.

OR

☐ 2.         Third Party Verification

• Participating Dealer agrees that all their clients be verified by the Third Party Verifier contracted by the Company; and

• Participating Dealer acknowledges that purchasers to whom they distribute the offering would need to provide certain personal data to the Third Party Verifier for it to conduct the verification.

“PARTICIPATING DEALER”
	(Print Name of Participating Dealer)

By:

Title:

Date:

20

Exhibit A

ACCREDITATION LETTER

NOTE: TO BE PREPARED BY THE SUBSCRIBER’S THIRD-PARTY LICENSED

ATTORNEY, CERTIFICATE PUBLIC ACCOUNTANT, AN SEC-REGISTERED

INVESTMENT ADVISER OR A REGISTERED BROKER-DEALER.

In connection with a proposed investment in                 pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), I hereby confirm that, as of the date set forth below,                 is/are “accredited investor(s)” as defined in Rule 501(a) of Regulation D under the Securities Act.

In making this determination, I have reviewed the selected documents and information: (Initial one of the options below)

                With respect to Income: Any Internal Revenue Service form that reports the purchaser’s income for the two most recent years (including, but not limited to, Form W–2, Form 1099, Schedule K–1 to Form 1065, and Form 1040) and obtained a written representation from the purchaser that s/he (alone or with spouse) has a reasonable expectation of reaching the income level necessary to qualify as an “accredited investor” during the current year;

                With respect to Net Worth: Asset and liability documentation listed below, dated within the prior three months and obtained a written representation that all liabilities necessary to make a determination of net worth have been disclosed.

• Assets: Bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments, and appraisal reports issued by independent third parties;

• Liabilities: A consumer report from at least one of the nationwide consumer reporting agencies.

I am a                         (attorney, accountant, broker-dealer, investment adviser) licensed (#            ) and in good standing in the state of

                    .

21

Broker-Dealers and RIAs Only:

* In the case of a Broker-Dealer or Investment Adviser registered with the U.S. Securities and Exchange Commission, your signature below confirms you are a designated person authorized to make a 506(c) verification under your firm’s policies and procedures.

Sincerely,

Printed Name:

Date:

Phone Number:

22

EXHIBIT B

FORM OF PARTICIPATING ADVISER AGREEMENT

[See attached]

INVESCO DISTRIBUTORS, INC.

FORM OF PARTICIPATING ADVISER AGREEMENT

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

            , 20        

Ladies and Gentlemen:

Subject to the terms described in this participating adviser agreement (this “Agreement”), Invesco Distributors, Inc., a Delaware corporation, as the dealer manager (the “Dealer Manager”) for Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”), invites you (“Participating Adviser”) to participate in the distribution, on a “best efforts” basis, of shares of the Company’s Class S Common Stock, Class D Common Stock, Class I Common Stock and Class E Common Stock, $0.01 par value per share (the “Shares”). The Company is currently offering the Shares (the “Offering”) in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation D promulgated under the Securities Act (“Regulation D”) upon the terms and conditions set forth in the Company’s Confidential Private Placement Memorandum, dated March 2023 (as amended, restated or supplemented from time to time, including all appendixes and exhibits thereto, the “Memorandum”). The initial purchase price per Share will be $25, and thereafter will equal the prior month’s NAV per Share for each such class, as defined in the Memorandum. Each subscriber will be required to enter into a subscription agreement (as may be amended by the Company from time to time, the “Subscription Agreement”), and will, upon acceptance of the subscription by the Company, become a stockholder of the Company (individually a “Stockholder” and collectively the “Stockholders”).

The Shares will be offered and sold in the Offering during a period commencing on the date of the Memorandum and continuing until the earliest to occur of: (1) the date upon which the maximum offering amount of Shares, as set forth in the Memorandum, is sold; and (2) the date upon which the Company terminates the Offering.

I. Dealer Manager Agreement.

The Dealer Manager has entered into a dealer manager agreement with the Company, dated March 2023 (as amended or restated, the “Dealer Manager Agreement”). In connection with performing the Dealer Manager’s obligations under the Dealer Manager Agreement, the Dealer Manager is authorized to enter into participating dealer agreements materially in the form attached as Exhibit A to the Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company with other broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) to solicit subscriptions for Shares in the Offering, participating adviser agreements materially in the form attached as Exhibit B to the Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company with registered investment advisers, as well as participating bank agreements in the form pre- approved in writing by the Company with other properly licensed financial intermediaries. Upon effectiveness of this Agreement, Participating Adviser will become one of the “Participating Advisers” referred to in the Dealer Manager Agreement and will be entitled to and subject to the terms and conditions of the Dealer Manager Agreement. Any capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Dealer Manager Agreement.

II. Sale of Shares.

By Participating Adviser’s acceptance of this Agreement, Participating Adviser hereby makes the Shares available for purchase by the clients of the Participating Adviser on a non-exclusive basis and hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions set forth in the Memorandum. Nothing in this Agreement shall be deemed or construed to make Participating Adviser an employee, agent, representative or partner of the Dealer Manager or the Company, and Participating Adviser is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Memorandum and any Authorized Sales Materials (as defined in Section VIII herein) or other materials delivered to Participating Adviser by the Dealer Manager.

III. Submission of Orders.

Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Participating Adviser such completed and executed Subscription Agreement together with a check or wire transfer (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Memorandum. Persons who purchase Shares will be instructed by Participating Adviser to make their instruments of payment payable to or for the benefit of “Invesco Commercial Real Estate Finance Trust, Inc.”

If Participating Adviser receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions and any instructions set forth in the Memorandum, Participating Adviser shall return such Subscription Agreement and instrument of payment directly to such purchaser not later than the end of the second business day following receipt by Participating Adviser. Subscription Agreements and instruments of payment received by Participating Adviser which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section III. Transmittal of received investor funds will be made in accordance with the following procedures, as applicable:

(a) where, pursuant to Participating Adviser’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from purchasers, then Participating Adviser will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company by the end of the next business day following receipt thereof by Participating Adviser; and

(b) where, pursuant to Participating Adviser’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Adviser to the Final Review Office by the end of the next business day following receipt by Participating Adviser. The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.

Participating Adviser acknowledges and agrees that the Company reserves the unconditional right to reject any subscription for any or no reason.

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IV. Pricing.

The purchase price per Share will vary and will generally equal the prior month’s net asset value (“NAV”) per Share applicable to the class of Shares being purchased, as determined monthly (in accordance with the NAV calculation procedures described in the Memorandum), or at a different offering price made available to investors in cases where the Company believes there has been a material change to the NAV per Share since the end of the prior month, which is referred to herein as the “transaction price,” plus in either case any applicable upfront selling commissions and dealer manager fees, subject in certain circumstances to reductions thereof as described in the Memorandum.

For stockholders who participate in the DRP, the cash distributions attributable to the class of Shares that each stockholder owns will be automatically invested in additional Shares of the same class. All Shares sold pursuant to the DRP are to be issued and sold to stockholders of the Company at a purchase price equal to the transaction price of the applicable class of Shares on the date that the distribution is payable.

Except as otherwise indicated in the Memorandum or in any letter or memorandum sent to Participating Adviser by the Company or the Dealer Manager, a minimum initial purchase of $10,000 in Class S, D, and E Shares is required and a minimum initial purchase of $1,000,000 in Class I Shares is required, and additional investments of Shares may be made in cash in minimal increments of at least $2,000, unless such minimums are waived by the Dealer Manager.

V. Participating Adviser’s Compensation.

The Company and the Dealer Manager shall pay no fees, commissions, or other transaction-based compensation to Participating Adviser.

All expenses incurred by Participating Adviser in the performance of Participating Adviser’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, will be at Participating Adviser’s sole cost and expense, and the foregoing will apply notwithstanding the fact that the Offering is not consummated for any reason.

VI. Representations, Warranties and Covenants of Participating Adviser.

In addition to the representations and warranties found elsewhere in this Agreement, Participating Adviser represents, warrants and agrees that:

(a) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Participating Adviser is organized.

(b) It is empowered under applicable laws and by Participating Adviser’s organizational documents to enter into this Agreement and perform all activities and services of Participating Adviser provided for herein and there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Participating Adviser’s ability to perform under this Agreement.

(c) The execution, delivery and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Participating Adviser is bound, or to which any of its assets are subject, or any rule, regulation or order of any court or other governmental agency or body with jurisdiction over it.

3

(d) All requisite actions have been taken to authorize Participating Adviser to enter into and perform this Agreement.

(e) It shall notify the Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against Participating Adviser or its principals, affiliates, officers, directors, employees or agents, or any person who controls Participating Adviser, within the meaning of Section 15 of the Securities Act.

VII. Right to Reject Orders or Cancel Sales.

The Company reserves the right to reject any order for any or no reason. Orders not accompanied by an executed Subscription Agreement in good order or the required instrument of payment for the Shares may be rejected. Issuance and delivery of the Shares will be made only after actual receipt of payment therefor.

VIII. Memorandum and Authorized Sales Materials.

Participating Adviser is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares except as set forth in the Memorandum and any advertising and supplemental sales literature approved by the Company and to be used or delivered by the Dealer Manager or Participating Adviser in connection with the Offering, whether designated solely for “financial professional use only” or otherwise and regardless of how labeled or described (“Authorized Sales Materials”). The Dealer Manager will supply Participating Adviser with reasonable quantities of the Memorandum, as provided by the Company, as well as any Authorized Sales Materials, as provided by the Company, for delivery to investors, and Participating Adviser will deliver a copy of the Memorandum to each investor to whom an offer is made. Participating Adviser agrees that it will not show or give to any investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “financial professional use only” or otherwise bearing a legend denoting that it is not to be used in connection with the offer or sale of Shares to potential investors. Participating Adviser agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Company in writing. Participating Adviser agrees that prior to the time that a person to whom it has furnished a copy of the Memorandum becomes a Stockholder, Participating Adviser will ensure that such person has received a copy of any revised, updated or supplemented Memorandum.

IX. Compliance with Applicable Laws.

Participating Adviser’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that (i) Participating Adviser is a registered investment adviser in good standing under the Investment Advisers Act of 1940, as amended (the “Act”), and as applicable under the securities laws of the states and the jurisdictions where it is required to be registered to conduct its activities under this Agreement and that its independent contractors and registered representatives have the appropriate licenses(s) to offer and sell the Shares in all such states and jurisdictions, and (ii) Participating Adviser is not registered as a broker-dealer with FINRA. This Agreement shall automatically terminate with no further action by any party hereto if Participating Adviser ceases to be a registered investment adviser in good standing under the Act or under the securities laws of any state in which Participating Adviser is required to be registered or licensed. Participating Adviser agrees to notify the Dealer Manager immediately if Participating Adviser ceases to be a registered investment adviser in good standing under the Act or under the securities laws of any state in which Participating Adviser is currently registered or licensed.

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Participating Adviser’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that Participating Adviser’s performance of its obligations under this Agreement shall comply in all material respects with all applicable terms and requirements of (i) the Dealer Manager Agreement, which such terms are incorporated herein by reference, (ii) this Agreement and the Memorandum, (iii) the Securities Act and the rules and regulations of the SEC promulgated under the Securities Act, including without limitation Regulation D, (iv) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated under the Exchange Act, (v) the Act and the rules and regulations of the SEC promulgated under the Act, (vi) applicable state securities or “blue sky” laws, and (vii) all other federal laws, rules and regulations applicable to the Offering and the offer and sale of the Shares, or the activities of Participating Adviser pursuant to this Agreement, including without limitation the privacy standards and requirements of state and federal laws, including the Gramm-Leach-Bliley Act of 1999 (“GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC, the Bank Secrecy Act, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury. Participating Adviser agrees to comply and shall comply with any applicable requirements with respect to its participation in any resales or transfers of the Shares.

None of (i) Participating Adviser, (ii) any of Participating Adviser’s directors, executive officers, other officers participating in the Offering, general partners or managing members, (iii) any of the directors, executive officers or other officers participating in the Offering of any such general partner or managing member of Participating Adviser, or (iv) any other officers or employees of Participating Adviser or any such general partner or managing member of Participating Adviser that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering (each, a “Participating Adviser Covered Person” and, collectively, the “Participating Adviser Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to 506(d)(1)(viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event (a) contemplated by Rule 506(d)(2) of the Securities Act and (b) a description of which has been furnished in writing to the Company and the Dealer Manager prior to the date hereof or, in the case of a Disqualifying Event occurring after the date hereof, prior to the date of any further offering of Shares.

With respect to each Participating Adviser Covered Person, Participating Adviser has established procedures reasonably designed to ensure that Participating Adviser receives notice from each such Participating Adviser Covered Person of: (i) any Disqualifying Event relating to that Participating Adviser Covered Person and (ii) any event that would, with the passage of time, become a Disqualifying Event relating to that Participating Adviser Covered Person, in each case, occurring up to and including the last date on which Shares are offered in the Offering.

Participating Adviser currently has in place and effect, and shall maintain in place and full force and effect during the term of this Agreement, insurance coverage in amounts and upon terms as are customary and appropriate for a party engaged in Participating Adviser’s business and performing its obligations under this Agreement, including any and all minimum or mandated insurance coverage required by applicable law.

X. Limitation of Offer; Suitability.

Participating Adviser will: (a) conduct all offering and solicitation efforts in a transaction or series of transactions intended to be exempt from the registration requirements under the Securities Act pursuant to Rule 506(c) of Regulation D and applicable state securities laws and regulations; (b) not offer or sell Shares by any means otherwise inconsistent with this Agreement or the Memorandum; (c) offer Shares only to persons who meet the suitability standards set forth in the Memorandum; (d) make offers only to persons

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in the jurisdictions in which the Dealer Manager is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required; (e) only offer Shares in a jurisdiction if such Participating Adviser is duly licensed to transact securities business in such jurisdiction; and (f) comply with the provisions of all other applicable rules and regulations relating to suitability of investors.

Participating Adviser agrees to ensure that, in recommending the purchase, sale or exchange of Shares to a potential investor, Participating Adviser shall have reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by Participating Adviser or an associated person, that each purchaser of Shares: (A) is an “accredited investor” as that term is defined in Rule 501(a) under the Securities Act and meets the other investor suitability requirements as may be established by the Company and set forth in the Memorandum; (B) has such knowledge and experience in financial and business matters that the offeree is capable of evaluating the merits and risks of an investment in the Shares; and (C) is a person for which an investment in the Shares are otherwise suitable. Participating Adviser further represents, warrants and covenants that Participating Adviser will, in offering Shares, comply with the provisions of all applicable rules and regulations relating to suitability of investors and will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor solicited by a person associated with Participating Adviser by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each such proposed investor, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Participating Adviser agrees to retain such documents and records in Participating Adviser’s records for a period of six years from the date of the applicable sale of Shares, to otherwise comply with all applicable record keeping requirements and to make such documents and records available to (i) the Dealer Manager and the Company upon request and (ii) representatives of the SEC, FINRA and applicable state securities administrators upon Participating Adviser’s receipt of an appropriate document, subpoena or other appropriate request for documents from any such agency. Participating Adviser shall not purchase any Shares for a discretionary account without obtaining the prior written approval of Participating Adviser’s customer and such customer’s completed and executed Subscription Agreement.

In accordance with Rule 506(c), the obligation to verify “accredited investor” status of Participating Adviser’s investors can be done by Participating Adviser or by the Company. The Company utilizes a third- party service provider to verify “accredited investor” status. Participating Adviser shall elect which option they intend to utilize and agree to all terms and conditions in Schedule I. If Participating Adviser is unable to provide such verification, then Participating Adviser must notify the Dealer Manager and/or the Company.

Participating Adviser further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Memorandum.

XI. Disclosure Review; Confidentiality of Information.

Participating Adviser agrees that it shall have reasonable grounds to believe based on the information made available to it through the Memorandum or other materials that all material facts are adequately and accurately disclosed in the Memorandum and provide a basis for evaluating the Shares. In making this determination, Participating Adviser shall evaluate, at a minimum, items of compensation, physical properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and appraisals and other pertinent reports.

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It is anticipated that (i) Participating Adviser and Participating Adviser’s officers, directors, managers, employees, owners, members, partners, diligence personnel or other agents of Participating Adviser that are conducting a due diligence inquiry on behalf of Participating Adviser and (ii) persons or committees, as the case may be, responsible for determining whether Participating Adviser will participate in the Offering ((i) and (ii) are collectively, the “Diligence Representatives”) either have previously or will in the future have access to certain Confidential Information (defined below) pertaining to the Company, the Dealer Manager, Invesco Advisers, Inc., the Company’s external adviser (“Adviser”), or their respective affiliates. For purposes hereof, “Confidential Information” shall mean and include: (i) trade secrets concerning the business and affairs of the Company, the Dealer Manager, the Adviser, or their respective affiliates; (ii) confidential data, know-how, current and planned research and development, current and planned methods and processes, marketing lists or strategies, slide presentations, business plans, however documented, belonging to the Company, the Dealer Manager, the Adviser, or their respective affiliates; (iii) information concerning the business and affairs of the Company, the Dealer Manager, the Adviser, or their respective affiliates (including, without limitation, historical financial statements, financial projections and budgets, investment-related information, models, budgets, plans, and market studies, however documented); (iv) any information marked or designated “Confidential—For Due Diligence Purposes Only”; and (v) any notes, analysis, compilations, studies, summaries and other material containing or based, in whole or in part, on any information included in the foregoing. Participating Adviser agrees to keep, and to cause its Diligence Representatives to keep, all such Confidential Information strictly confidential and to not use, distribute or copy the same except in connection with Participating Adviser’s due diligence inquiry. Participating Adviser agrees to not disclose, and to cause its Diligence Representatives not to disclose, such Confidential Information to the public, or to Participating Adviser’s sales staff, financial advisors, or any person involved in selling efforts related to the Offering or to any other third party and agrees not to use the Confidential Information in any manner in the offer and sale of the Shares. Participating Adviser further agrees to use all reasonable precautions necessary to preserve the confidentiality of such Confidential Information, including, but not limited to (a) limiting access to such information to persons who have a need to know such information only for the purpose of Participating Adviser’s due diligence inquiry and (b) informing each recipient of such Confidential Information of Participating Adviser’s confidentiality obligation. Participating Adviser acknowledges that Participating Adviser or its Diligence Representatives may previously have received Confidential Information in connection with preliminary due diligence on the Company, and agrees that the foregoing restrictions shall apply to any such previously received Confidential Information. Participating Adviser acknowledges that Participating Adviser or its Diligence Representatives may in the future receive Confidential Information either in individual or collective meetings or telephone calls with the Company, and agrees that the foregoing restrictions shall apply to any Confidential Information received in the future through any source or medium. Notwithstanding the foregoing, Confidential Information may be disclosed (a) if approved in writing for disclosure by the Company or the Dealer Manager, (b) pursuant to a subpoena or as required by law, or (c) as required by regulation, rule, order or request of any governing or self-regulatory organization (including without limitation the SEC), provided that Participating Adviser shall notify the Dealer Manager in advance if practicable under the circumstances of any attempt to obtain Confidential Information pursuant to provisions (b) and (c).

XII. Compliance with Anti-Money Laundering Compliance Programs.

Participating Adviser hereby represents that it has complied and will comply with Section 326 of the Patriot Act and the implementing rules and regulations promulgated thereunder in connection with its anti-money laundering obligations. Participating Adviser hereby represents that it has adopted and implemented, and will maintain a written anti-money laundering compliance program (“AML Program”) including, without limitation, anti-money laundering policies and procedures relating to customer identification in compliance with applicable laws and regulations, including federal and state securities laws, the Patriot Act, Executive Order 13224 – Executive Order on Terrorist Financing Blocking Property

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and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism. In accordance with these applicable laws and regulations and its AML Program, Participating Adviser agrees to verify the identity of its new customers; to maintain customer records; and to check the names of new customers against government watch lists, including the Office of Foreign Asset Control’s list of Specially Designated Nationals and Blocked Persons. Additionally, Participating Adviser will monitor account activity to identify patterns of unusual size or volume, geographic factors and any other “red flags” described in the Patriot Act as potential signals of money laundering or terrorist financing. Participating Adviser will submit to the Financial Crimes Enforcement Network any required suspicious activity reports about such activity and further will disclose such activity to applicable federal and state law enforcement when required by law. Upon request by the Dealer Manager at any time, Participating Adviser hereby agrees to furnish (a) a copy of its AML Program to the Dealer Manager for review, and (b) a copy of the findings and any remedial actions taken in connection with Participating Adviser’s most recent independent testing of its AML Program.

XIII. Privacy.

Participating Adviser agrees as follows:

Participating Adviser agrees to abide by and comply in all respects with (a) the privacy standards and requirements of the GLBA and applicable regulations promulgated thereunder, (b) the privacy standards and requirements of any other applicable federal or state law, including the Fair Credit Reporting Act (“FCRA”), and (c) its own internal privacy policies and procedures, each as may be amended from time to time.

The parties hereto acknowledge that from time to time, Participating Adviser may share with the Company and the Company may share with Participating Adviser nonpublic personal information (as defined under the GLBA) of customers of Participating Adviser. This nonpublic personal information may include, but is not limited to a customer’s name, address, telephone number, social security number, account information and personal financial information. Participating Adviser shall only be granted access to such nonpublic personal information of each of its customers that pertains to the period or periods during which Participating Adviser served as the registered investment adviser for such customer’s account. Participating Adviser, the Dealer Manager and the Company shall not disclose nonpublic personal information of any customers who have opted out of such disclosures, except (a) to service providers (when necessary and as permitted under the GLBA), (b) to carry out the purposes for which one party discloses such nonpublic personal information to another party under this Agreement (when necessary and as permitted under the GLBA) or (c) as otherwise required by applicable law. Any nonpublic personal information that one party receives from another party shall be subject to the limitations on usage described in this Section XIII. Except as expressly permitted under the FCRA, Participating Adviser agrees that it shall not disclose any information that would be considered a “consumer report” under the FCRA.

Participating Adviser shall be responsible for determining which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary, retrieving a list of such customers (the “List”) to identify customers that have exercised their opt-out rights. In the event Participating Adviser, the Dealer Manager or the Company expects to use or disclose nonpublic personal information of any customer for purposes other than as set forth in this Section XIII, it must first consult the List to determine whether the affected customer has exercised his or her opt-out rights. The use or disclosure of any nonpublic personal information of any customer that is identified on the List as having opted out of such disclosures, except as set forth in this Section XIII, shall be prohibited.

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Participating Adviser shall implement commercially reasonable measures in compliance with industry best practices designed (a) to assure the security and confidentiality of nonpublic personal information of all customers; (b) to protect such information against any anticipated threats or hazards to the security or integrity of such information; (c) to protect against unauthorized access to, or use of, such information that could result in material harm to any customer; (d) to protect against unauthorized disclosure of such information to unaffiliated third parties; and (e) to otherwise ensure its compliance with all applicable privacy standards and requirements of federal or state law (including, but not limited to, the GLBA), and any other applicable legal or regulatory requirements. Participating Adviser further agrees to cause all its agents, representatives, affiliates, subcontractors, or any other party to whom Participating Adviser provides access to or discloses nonpublic personal information of customers to implement appropriate measures designed to meet the objectives set forth in this Section XIII.

XIV. Indemnification.

For the purposes of this Section XIV, an entity’s “Indemnified Parties” (each, an “Indemnified Party”) shall include the entity itself and such entity’s officers and directors and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act.

(a) Participating Adviser shall indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties, from and against any and all loss, liability, action, claim, damage and expense whatsoever (“Losses”) to which any of the Indemnified Parties may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses arise out of or are based upon (i) any untrue statement of a material fact contained in (a) the Memorandum or (b) any Authorized Sales Materials; or (ii) the omission to state in the Memorandum or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that clauses (i) and (ii) apply, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or the Dealer Manager by or on behalf of Participating Adviser specifically for inclusion in the Memorandum or Authorized Sales Materials; (iii) any use by Participating Adviser or its representatives or agents in the offer and sale of the Shares of (a) sales literature that is not Authorized Sales Material, (b) “financial professional use only” materials with investors, or (c) Authorized Sales Material in a particular jurisdiction if such Authorized Sales Material bears a legend denoting that it is not to be used in connection with the sale of Shares in such jurisdiction; (iv) any untrue statement made by Participating Adviser or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Shares; (v) any material violation of this Agreement; (vi) any failure to comply with applicable laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the Patriot Act; (vii) the failure of Participating Adviser to verify the “accredited investor” status of a potential investor if Option 1 is selected in Schedule I or (viii) any other failure to comply with applicable rules of federal or state securities laws and the rules and regulations promulgated thereunder. Participating Adviser will reimburse the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending such Losses. This indemnity agreement will be in addition to any liability that Participating Adviser may otherwise have.

(b) Promptly after receipt by an Indemnified Party under this Section XIV of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section XIV, notify in writing the indemnifying party of the commencement thereof. The failure of the Indemnified Party to so notify the indemnifying party will relieve the indemnifying party from any liability under this Section XIV as to the particular item for which indemnification is then being sought, but not from any other liability that it may have to any Indemnified Party. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish,

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jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses (subject to Section XIV(c) below) incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party. Any Indemnified Party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent of such Indemnified Party.

(c) The indemnifying party under this Section XIV of this Agreement shall pay all legal fees and expenses of the Indemnified Party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obligated to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one Indemnified Party. If such claims or actions are alleged or brought against more than one Indemnified Party, then the indemnifying party shall only be obligated to reimburse the expenses and fees of the one law firm that has been selected by a majority of the Indemnified Parties against which such action is finally brought; and in the event a majority of such Indemnified Parties is unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an Indemnified Party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.

(d) The indemnity agreement contained in this Section XIV shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of Participating Adviser, or any person controlling Participating Adviser or by or on behalf of the Company, the Dealer Manager or any officer or director thereof, or by or on behalf of any person controlling the Company or the Dealer Manager, (ii) delivery of any Shares and payment therefor, and (iii) any termination of this Agreement. A successor of Participating Adviser or of any party to this Agreement, as the case may be, shall be entitled to the benefits of the indemnity agreement contained in this Section XIV.

XV. Undertaking to Not Facilitate a Secondary Market in the Shares.

Participating Adviser acknowledges that there is no public trading market for the Shares and that there are limits on the ownership, transferability and redemption of the Shares, which significantly limit the liquidity of an investment in the Shares. Participating Adviser also acknowledges that the Company’s share repurchase plan (the “Plan”) will provide, once the Plan is effective (as disclosed in the Memorandum), only a limited opportunity for investors to have their Shares purchased by the Company and that the Company’s board of directors may, in its sole discretion, amend, suspend, or terminate the Plan at any time in accordance with the terms of the Plan. Participating Adviser hereby agrees that so long as the Company has not listed the Shares on a national securities exchange, Participating Adviser will not engage in any action or transaction that would facilitate or otherwise create the appearance of a secondary market in the Shares without the prior written approval of the Dealer Manager.

XVI. Arbitration.

Any dispute, controversy or claim arising between the parties relating to this Agreement (whether such dispute arises under any federal, state or local statute or regulation, or at common law), shall be resolved by final and binding arbitration administered in accordance with the then-current commercial arbitration rules of the American Arbitration Association in accordance with the terms of this Agreement

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(including the governing law provisions of this Agreement and pursuant to the Federal Arbitration Act (9 U.S.C. §§ 1 – 16)). The parties will request that the arbitrator or arbitration panel (“Arbitrator”) issue written findings of fact and conclusions of law. The Arbitrator shall not be empowered to make any award or render any judgment for punitive damages, and the Arbitrator shall be required to follow applicable law in construing this Agreement, making awards, and rendering judgments. The decision of the arbitration panel shall be final and binding, and judgment upon any arbitration award may be entered by any court having jurisdiction. All arbitration hearings will be held in Atlanta, Georgia, or in another mutually agreed upon location. The parties may agree on a single arbitrator, or, if the parties cannot so agree, each party will have the right to choose one arbitrator, and the selected arbitrators will choose a third arbitrator. Each arbitrator must have experience and education that qualify him or her to competently address the specific issues to be designated for arbitration. Notwithstanding the preceding, no party will be prevented from immediately seeking provisional remedies in courts of competent jurisdiction, including but not limited to, temporary restraining orders and preliminary injunctions, but such remedies will not be sought as a means to avoid or stay arbitration.

XVII. Termination; Survival; Amendment; Entire Agreement.

Participating Adviser will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Any party may terminate this Agreement by written notice pursuant to Section XX below, which termination notice may be delivered in such party’s sole discretion. Such termination shall be effective 48 hours after the mailing of such written notice. This Agreement shall automatically terminate without the requirement for further action by any party to this Agreement upon the termination of the Dealer Manager Agreement.

Upon expiration or termination of this Agreement, the Dealer Manager shall pay to Participating Adviser all earned but unpaid compensation to which Participating Adviser is or becomes entitled under Section V hereof at such time as such compensation or reimbursement becomes payable.

The respective agreements and obligations of Participating Adviser and the Dealer Manager set forth in Sections V, XII through XIV and XVI through XXII of this Agreement and Section 8 of the Dealer Manager Agreement shall remain operative and in full force and effect regardless of the termination of this Agreement.

Notwithstanding the termination of this Agreement or the payment of any amount to Participating Adviser, Participating Adviser agrees to pay Participating Adviser’s proportionate share of any claim, demand or liability asserted against Participating Adviser and the other Participating Distribution Agents (as defined in the Dealer Manager Agreement) on the basis that such Participating Distribution Agents or any of them constitute an association, unincorporated business or other separate entity, including in each case such Participating Distribution Agent’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

This Agreement may be amended at any time by the Dealer Manager by written notice to Participating Adviser, and any such amendment, including any amendment to the Dealer Manager Agreement, shall be deemed accepted by Participating Adviser upon placing an order for sale of Shares after it has received such notice.

This Agreement and the schedules hereto are the entire agreement of the parties and supersedes all prior agreements, if any, between the parties hereto relating to the subject matter hereof.

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XVIII. Use of Company and Invesco Names.

Except as expressly provided herein, nothing herein shall be deemed to constitute a waiver by the Dealer Manager of any consent that would otherwise be required under this Agreement or applicable law prior to the use of Participating Adviser of the name or identifying marks of the Company, the Dealer Manager, “Invesco” or “Invesco Real Estate” (or any combination or derivation thereof). The Dealer Manager reserves the right to withdraw its consent to the use of the Company’s name at any time and to request to review any materials generated by Participating Adviser that use the Company’s or Invesco’s name or mark. Any such consent is expressly subject to the continuation of this Agreement and shall terminate with the termination of this Agreement as provided herein.

XIX. Assignment; Third Party Beneficiary.

Participating Adviser shall have no right to assign this Agreement or any of Participating Adviser’s rights hereunder or to delegate any of Participating Adviser’s obligations. Any purported assignment or delegation by Participating Adviser shall be null and void. The Dealer Manager shall have the right to assign any or all of its rights and obligations under this Agreement by written notice, and Participating Adviser shall be deemed to have consented to such assignment by execution hereof. Dealer Manager shall provide written notice of any such assignment to Participating Adviser. The Company is a third party beneficiary with respect to this Agreement and may enforce its rights, to the extent set forth herein, against any party to this Agreement.

XX. Notice.

All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally or by commercial messenger, (ii) on the business day of transmission if sent by email to the email address given below, with written confirmation of receipt, and (iii) one (1) business day following deposit with a recognized overnight courier service, provided such deposit occurs prior to the deadline imposed by such service for overnight delivery, in each case above provided such communication is addressed to the intended recipient thereof as set forth below:

If to the Dealer Manager, to:	Invesco Distributors, Inc.
	11 Greenway Plaza
	Suite 1000
	Houston, Texas 77046-1173
	Attention: Veronica Castillo
	Email: Veronica.Castillo@invesco.com
If to Participating Adviser, to:	The address specified by Participating Adviser on the signature page hereto.

XXI. Attorneys’ Fees; Applicable Law and Venue.

In any action to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. This Agreement and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under the internal laws, as opposed to the conflicts of law provisions, of the State of Delaware. Venue for any action brought hereunder (including arbitration) shall lie exclusively in Atlanta, Georgia.

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XXII. No Partnership.

Nothing in this Agreement shall be construed or interpreted to constitute Participating Adviser as an employee, agent or representative of, or in association with or in partnership with, the Dealer Manager, the Company or the other Participating Distribution Agents. Instead, this Agreement shall only constitute Participating Adviser as a dealer authorized by the Dealer Manager to sell the Shares according to the terms set forth in the Memorandum and in this Agreement.

[Signatures on following pages.]

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If the foregoing is in accordance with Participating Adviser’s understanding and agreement, please sign and return the attached duplicate of this Agreement.

Very truly yours,

INVESCO DISTRIBUTORS, INC.

By:

Title:

Date:

We have read the foregoing Agreement and we hereby accept and agree to the terms and conditions therein set forth.

1. Identity of Participating Adviser:

Company Name:

Type of entity:

Organized in the State of:

Licensed as registered investment adviser in all States: Yes:                          No:                 

If no, list all States licensed as registered investment adviser:

Tax ID #:

2. Person to receive notices delivered pursuant to the Agreement.

Name:

Company:

Address:

City, State and Zip:

Telephone:

Fax:

Email:

AGREED TO AND ACCEPTED BY PARTICIPATING ADVISER:

	(Participating Adviser’s Firm Name)
By:
	Signature
Name:
Title:
Date:

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SCHEDULE I

ADDENDUM

TO

PARTICIPATING ADVISER AGREEMENT WITH

INVESCO DISTRIBUTORS, INC.

506(c) Accredited Investor Verification Election

Rule 506(c) permits issuers to broadly solicit and generally advertise an offering, provided that all purchasers in the offering are “accredited investors” and the issuer takes reasonable steps to verify purchasers’ “accredited investor” status. For the Company to fulfill this obligation, Participating Adviser must agree that: (i) Participating Adviser will conduct all relevant Rule 506(c) verifications on Company’s behalf; or (ii) Participating Adviser agrees to use the third-party service provider (the “Third Party Verifier”) engaged by the Company will conduct such verification.

Participating Adviser agrees and elects to one of the following:

☐ 1. Participating Adviser Verification

• Participating Adviser agrees to take reasonable steps to verify that all purchasers are “accredited investors”;

• Participating Adviser acknowledges they have policies and procedures in place to reasonably verify a purchaser’s “accredited investor” status;

• Participating Adviser agrees to provide certification to the Company in the form attached hereto as Exhibit A that Participating Adviser has taken reasonable steps to verify each subscribing investor’s status as an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended, and has verified that such investor is an “accredited investor” within 90 days of the purchase date; and

• In the event Participating Adviser is unable to verify the “accredited investor” status of an investor, the Participating Adviser will not submit such investor’s subscription agreement.

OR

☐ 2. Third Party Verification

• Participating Adviser agrees that all their clients be verified by the Third Party Verifier contracted by the Company; and

• Participating Adviser acknowledges that purchasers to whom they distribute the offering would need to provide certain personal data to the Third Party Verifier for it to conduct the verification.

“PARTICIPATING ADVISER”

(Print Name of Participating Adviser)

By:

Title:

Date:

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Exhibit A

ACCREDITATION LETTER

NOTE: TO BE PREPARED BY THE SUBSCRIBER’S THIRD-PARTY LICENSED

ATTORNEY, CERTIFICATE PUBLIC ACCOUNTANT, AN SEC-REGISTERED

INVESTMENT ADVISER OR A REGISTERED BROKER-DEALER.

In connection with a proposed investment in                                 pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), I hereby confirm that, as of the date set forth below,                         is/are “accredited investor(s)” as defined in Rule 501(a) of Regulation D under the Securities Act.

In making this determination, I have reviewed the selected documents and information: (Initial one of the options below)

           With respect to Income: Any Internal Revenue Service form that reports the purchaser’s income for the two most recent years (including, but not limited to, Form W–2, Form 1099, Schedule K–1 to Form 1065, and Form 1040) and obtained a written representation from the purchaser that s/he (alone or with spouse) has a reasonable expectation of reaching the income level necessary to qualify as an “accredited investor” during the current year;

           With respect to Net Worth: Asset and liability documentation listed below, dated within the prior three months and obtained a written representation that all liabilities necessary to make a determination of net worth have been disclosed.

• Assets: Bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments, and appraisal reports issued by independent third parties;

• Liabilities: A consumer report from at least one of the nationwide consumer reporting agencies.

I am a                              (attorney, accountant, broker-dealer, investment adviser) licensed (#                        ) and in good standing in the state of                         .

Broker-Dealers and RIAs Only:

*In the case of a Broker-Dealer or Investment Adviser registered with the U.S. Securities and Exchange Commission, your signature below confirms you are a designated person authorized to make a 506(c) verification under your firm’s policies and procedures.

Sincerely,

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Printed Name:

Date:

Phone Number:

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EX-10.5

Exhibit 10.5

CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

VALUATION SERVICES AGREEMENT

This VALUATION SERVICES AGREEMENT (this “Agreement”) is made on May 12, 2023, by and between Chatham Financial Corp., a Pennsylvania corporation (“Chatham Financial”), and Invesco Advisers, Inc., a Delaware corporation (the “Adviser”), on behalf of itself and as agent on behalf of Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (“INCREF” and together with the Adviser, “Invesco”).

WHEREAS, Invesco Advisers, Inc. is a registered investment adviser with the SEC and the adviser to INCREF in accordance with the terms of an investment advisory agreement (the “Adviser” and together with INCREF, “Invesco”);

WHEREAS, INCREF intends to (i) conduct one or more private offerings of its common stock pursuant to confidential private placement memorandums (as amended and supplemented from time to time, the “Memorandums”), and (ii) register its common stock with the Securities Exchange Commission on Form 10-12g under the Exchange Act (as amended and supplemented from time to time, the “Registration Statement”), at prices based upon the net asset value (“NAV”) per share for each class of common stock being offered; and

WHEREAS, Invesco desires that Chatham Financial perform valuations of (a) the mortgage payables (“Property-Level Debt Valuations”) that encumber properties that INCREF owns or may in the future acquire (the “Debt Subject Properties”), (b) the entity-level debt of INCREF (the “Entity-Level Debt Valuations” and together with the Property-Level Debt Valuations, the “Debt Valuations”) and (c) mortgages, mortgage participations, mezzanine loans and other real estate-related debt receivables held by INCREF (the “Loan Valuations” and together with the Debt Valuations, the “Financing Valuations”), each in order to assist in the Adviser’s calculation of NAV.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SERVICES. Chatham Financial will perform services set forth below in accordance with INCREF’s valuation guidelines adopted by INCREF’s board of directors (the “Board”), as amended from time to time (the “Valuation Guidelines”):

(a) Perform Financing Valuations on a monthly basis as of the end of each calendar month. Financing Valuations will be delivered to Invesco promptly after such valuations become available. The professional staff members assigned to this engagement must be appropriately qualified to perform the work. The qualifications of professionals working on this engagement have been provided to Invesco prior to the date hereof and shall be provided prior to each subsequent renewal of the term of this Agreement or upon any proposed change in such professionals working on this engagement; provided, that Chatham Financial shall have received the approval of Invesco prior to making any change in the professionals working on this engagement, such approval to be in Invesco’s sole discretion; and provided, further, that Chatham Financial.

(b) Independently assemble and maintain Excel or other models to ensure that property- specific information provided by Invesco is accurately reflected in the Financing Valuations.

(c) Deliver the following items to Invesco within an agreed upon time frame:

i. Draft and final Financing Valuation reports; and

ii. Explanation of current value conclusions compared to previous values.

(d) Provide interim Financing Valuations outside the monthly valuation cycle if (i) Invesco notifies Chatham Financial of a property-specific material event and Chatham Financial, in its professional judgment, believes that the value for the Financing Valuation has changed materially, (ii) as reasonably requested by Invesco or in the judgment of Chatham, as a result of a capital market material event, or (iii) Chatham Financial determines it necessary to confirm any Financing Valuations previously communicated to Invesco. Chatham Financial shall perform and deliver the new Financing Valuations to Invesco within three business days of the occurrence of (i), (ii) or (iii), unless Chatham Financial and Invesco reasonably agree that additional time is necessary.

(e) With respect to the Debt Valuations and Loan Valuations, provide the Board with periodic valuation reports in connection with regularly scheduled Board meetings, or at such other times as may be reasonably requested by the Board.

(f) Monitor, together with the Adviser, overall market conditions and communicate conditions to Invesco that Chatham Financial believes could materially impact any of the Financing Valuations.

(g) Meet with the Board at least once per year, or more frequently as reasonably requested by the Board, to review the Valuation Guidelines and discuss the services provided by Chatham Financial pursuant to this Agreement.

(h) Review the Valuation Guidelines, in cooperation with the Adviser, at least annually and provide its feedback on the operations of the valuation procedure described therein to Invesco; provided, however, that each party acknowledges and understands that adoption of updates to the Valuation Guidelines is ultimately the responsibility of the Board.

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(i) Prepare, in cooperation with the Adviser, an annual plan to determine when the Debt Valuations will occur.

2. PAYMENT FOR SERVICES. To receive compensation for the services rendered, Chatham Financial shall submit an invoice to Invesco and shall receive the amounts set forth in Exhibit A hereto in accordance with the terms and conditions set forth therein. Such amounts shall be paid quarterly, in arrears, within thirty (30) business days after receipt by Invesco of each invoice.

3. REPRESENTATIONS AND WARRANTIES.

(a) Representations and Warranties of Invesco. Invesco represents and warrants to Chatham Financial that:

i. It has been duly authorized by proper corporate action to enter into this Agreement and perform its obligations hereunder.

ii. The execution, delivery and performance of this Agreement will not materially violate any provision of applicable law or any agreement or instrument to which it is bound.

iii. It has obtained and will maintain any and all necessary approvals, orders, consents, authorizations, certificates, licenses, permits, or validations of, or exemptions or other actions by, or recordings or registrations with any federal, state and local governmental or regulatory or supervisory authority, or any self-regulatory organization (each, a “Governmental Entity”) having jurisdiction over it that is or will be necessary in connection with the execution and delivery of this Agreement, or its performance of or compliance with the terms and conditions of this Agreement.

iv. There are no actions, suits or proceedings pending or to the knowledge of Invesco, threatened against Invesco which could reasonably be expected to have a material adverse effect on the ability of Invesco to comply with the terms of this Agreement.

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v. Invesco or its agents will supply Chatham Financial with the property-specific information regarding the Debt Subject Properties underlying the Property Debt Valuations and the properties underlying the Loan Valuations the “Loan Subject Properties”) reasonably necessary to enable Chatham Financial to perform its duties pursuant to this Agreement. This information may include, but not be limited to: applicable loan documents, property-level values and unlevered discount rates.

vi. Invesco or its agents will promptly notify Chatham Financial of any material event of which it is reasonably aware that could impact the real estate or debt value related to one or more of the Debt Subject Properties or Loan Subject Properties.

(b) Representations and Warranties of Chatham. Chatham Financial represents and warrants to Invesco that:

i. It has been duly authorized by proper corporate action to enter into this Agreement and perform its obligations hereunder.

ii. The execution, delivery and performance of this Agreement will not materially violate any provision of applicable law or any agreement or instrument to which it is bound.

iii. It has obtained and will maintain any and all necessary approvals, orders, consents, authorizations, certificates, licenses, permits, or validations of, or exemptions or other actions by, or recordings or registrations that are or will be necessary in connection with the execution and delivery of this Agreement, or its performance of or compliance with the terms and conditions of this Agreement.

iv. There are no actions, suits or proceedings pending, or to the knowledge of Chatham, threatened against Chatham Financial which could reasonably be expected to have a material adverse effect on the ability of Chatham Financial to comply with the terms of this Agreement.

v. It will perform services in a professional manner.

vi. It will maintain professional liability and errors and omissions insurance coverage as set forth in Section 12 hereof.

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(c) Representations and Warranties of the Adviser. The Adviser represents and warrants to Chatham Financial that it is duly authorized by INCREF to issue instructions to Chatham Financial in connection with the services provided by Chatham Financial hereunder. The Adviser further represents and warrants that Chatham Financial shall be entitled in good faith to rely conclusively upon and will incur no liability from operating pursuant to any request, instruction, certificate, representation or other document furnished to Chatham Financial by the Adviser, or action taken, by any employee or agent of the Adviser in connection with this Agreement and the services provided hereunder as though the same had been given or made by INCREF, unless and until such time as the Adviser or INCREF deliver written notice to Chatham Financial affirmatively revoking, terminating or modifying such authorization

4. EFFECTIVE DATE. This Agreement shall be effective as of the date first written above (the “Effective Date”).

5. CONFIDENTIALITY.

(a) Confidentiality Obligations. Neither party will disclose to any third party without the prior written consent of the other party any confidential information which is received from the other party for the purposes of providing or receiving services pursuant to this Agreement which (i) if disclosed in tangible form, is marked confidential, (ii) if disclosed in any other manner, is confirmed in writing as being confidential or (iii) if disclosed in tangible form or otherwise, is manifestly confidential; it being understood that the reports prepared by Chatham Financial for Invesco shall be considered confidential information. Each party agrees that any confidential information received from the other party shall only be used for the purposes of providing or receiving the services under this Agreement or any other contract between the parties. Invesco agrees that it shall comply with the confidentiality obligations set forth herein with respect to information received by it from Chatham Financial in connection with the delivery of services hereunder.

(b) Exceptions to Restrictions. The restrictions set forth in this Section 5 will not apply to any information which (i) is or becomes generally available to the public other than as a result of a breach of an obligation by the receiving party, (ii) is acquired from a third party who, to the recipient’s knowledge, owes no obligation of confidence with respect to the information or (iii) is or has been independently developed by the recipient.

(c) Permitted Disclosure. Notwithstanding paragraphs (a) and (b) of this Section 5, either party will be entitled to disclose confidential information of the other party to (i) the disclosing party’s insurers or legal advisors or (ii) a third party to the extent that such disclosure is required by any court of competent jurisdiction or a governmental or regulatory authority or where there is a legal right, duty or requirement to disclose; provided, however, that where reasonably practicable

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(and without breaching any legal or regulatory requirement), prompt notice in writing shall first be given to the other party. Notwithstanding anything to the contrary within this Agreement, and subject to the requirements set forth in Exhibit C hereto, Chatham Financial shall be permitted to: (i) store INCREF loan and transaction documentation and other materials within a cloud platform administered by a nationally- recognized third-party cloud-service provider (the “Cloud Platform”); and (ii) utilize computing resources within the Cloud Platform to perform data analytics, highlighting and bookmarking with respect to such loan and transaction documentation and other information, in each case subject to the terms of a written agreement in effect between Chatham Financial and such cloud-service provider. Invesco hereby consents to such storage and processing within the Cloud Platform.

(d) Term of Confidentiality. The parties’ respective confidentiality obligations will terminate two years after the expiration or termination of this Agreement.

6. ACKNOWLEDGEMENT. Chatham Financial acknowledges that (i) the valuations included in the Debt Valuation reports provided pursuant hereto will be used or incorporated into INCREF’s Registration Statements and periodic filings with the U.S. Securities and Exchange Commission (the “SEC”), (ii) Chatham Financial will be named and described in the Registration Statement and any amendments thereto filed with the SEC, as INCREF’s independent valuation advisor for property-level and entity-level debt and for mortgages, mortgage participations, mezzanine loans and other real estate-related debt receivables held by INCREF, (iii) Chatham Financial will be named as an expert in the Registration Statement and supplements to the prospectus included therein filed with the SEC, (iv) in connection with the foregoing subsections (i), (ii) and (iii), Chatham Financial will provide a consent in a form satisfactory to Chatham Financial and INCREF to be attached as an exhibit to the Registration Statement, (v) Chatham’s provision of the aforementioned consent is subject to INCREF’s providing Chatham Financial a commercially reasonable opportunity to review and consent to references to Chatham Financial in any regulatory filing which require Chatham Financial to be named as an expert, and (vi) to the extent required by applicable SEC rules or regulations, this Agreement may be filed with the SEC provided that Exhibit A hereto and all other fee amounts included herein shall be redacted or otherwise excluded from any such filing. Chatham Financial also acknowledges that it will be named as INCREF’s independent valuation advisor for property-level and entity-level debt and real estate-related debt receivables and its role in the calculation of NAV will be disclosed in the memorandum and other offering documents related to the private placement of common stock by INVESCO.

7.WORK PRODUCT.

(a) Ownership and Use. INCREF will retain ownership rights in all INCREF information and will have the right to use any materials supplied by Chatham Financial that contain information in accordance with the terms herein. Chatham Financial will own its working papers and preexisting materials and any general skills, know how, processes, form documents, or other intellectual property (including a non-client specific version of any deliverables) which may have been prepared, delivered, discovered, or created by Chatham Financial as a result of its services to INVESCO. Chatham Financial hereby grants INVESCO a nonexclusive, worldwide, perpetual, royalty-free and irrevocable license to use such materials included in the work product or

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deliverables for INVESCO’s own internal business use in connection with INVESCO’s ordinary asset management, bookkeeping, accounting, and financial reporting activities. Except as expressly provided within this Agreement, all confidential information remains the property of the disclosing party. During the term of this Agreement, INCREF hereby grants to Chatham Financial and its affiliates, a nonexclusive, worldwide, perpetual, royalty-free and irrevocable license for Chatham Financial and its affiliates to use the INCREF data (on an aggregated, anonymous basis) for the purpose of compiling and preparing periodic reports, research or analyses of various aspects of the market, so long as such INCREF data shall be used in a manner in which neither the identity of INCREF nor any specific data belonging to INCREF is discernible.

(b) Permitted Disclosures. Invesco agrees to treat the Chatham Financial work product with the utmost confidentiality and shall not disseminate, distribute, make available or otherwise publish the Chatham Financial work product to any third party except to (i) any third party service provider (such as INCREF’s attorneys, accountants or consultants) using the Chatham Financial work product in the course of providing services for the sole benefit of INCREF, (ii) as required by statute, government regulation, legal process or judicial decree, provided that Chatham Financial is informed of such disclosure (if permitted by law) so that Chatham Financial may attempt to object or limit such disclosure or (iii) as otherwise permitted under this Agreement.

(c) Reliance. Chatham Financial will rely on information provided by Invesco, will not verify the accuracy of such information, and Chatham Financial shall not be responsible for any inaccuracy in such information. Invesco acknowledges and agrees that Chatham Financial will be unable to accurately provide services hereunder if Invesco fails to provide property-specific information or notify Chatham Financial of any material event of which Invesco is reasonably aware that could impact the loan or debt value related to one or more of the Subject Properties.

(d) Intended Use. Invesco agrees and understands that the Debt Valuation reports will be subject to Chatham’s standard Assumptions and Limiting Conditions attached as Exhibit B hereto, which will be incorporated into the report. All users of the Financing Valuation reports are specifically cautioned to understand the Assumptions and Limiting Conditions as well as any extraordinary assumptions and hypothetical conditions which may be employed by Chatham Financial and incorporated into the report. Moreover, all users should consider the report as only one factor together with its independent investment considerations and underwriting criteria in its overall investment decision.

(e) Intended User. Chatham Financial is performing the Services for Invesco’s sole use and not for any other purpose. Client acknowledges that any third parties who obtain access to the monthly Financing Valuation reports are not authorized to use or rely upon it unless they are expressly permitted to rely thereon pursuant to this Agreement or a separate reliance or consent letter issued by Chatham Financial at its sole discretion.

8. TERM OF AGREEMENT. This Agreement shall continue in force for a period of three years from the Effective Date (“Initial Term”), with three successive one-year renewals. The renewal terms will automatically commence unless this Agreement is terminated by either party with ninety (90) calendar days’ notice prior to the end of the Initial Term or any renewal term.

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Notwithstanding the foregoing, this Agreement may be terminated (i) by a party hereto immediately upon a material breach of this Agreement by the other party; provided, however, that the breaching party has the opportunity to cure such breach, if curable within a thirty (30) calendar day period, (ii) by INCREF immediately in the event that INCREF determines (a) not to proceed with or discontinues the private offering of its common stock pursuant to the Memorandums or (b) not to proceed with registration with the SEC or (iii) by INCREF with thirty (30) calendar days’ notice upon the approval of the Board, including a majority of its independent directors, or (iv) by Chatham Financial upon any the effectiveness of any SEC rulemaking or similar determination which requires Chatham Financial to register with the SEC or otherwise imposes material regulatory burdens on Chatham Financial with respect to the services provided hereunder. The parties’ obligations under Sections 2, 5, 6, 7, 8, 10, 11, 13, 17 and 18 of this Agreement shall survive termination of this Agreement. Except as set forth herein or as otherwise required by law, upon expiration or termination hereof, Chatham Financial shall have no further obligations under this Agreement including, without limitation, any obligation to update any monthly Financing Valuation reports or related information.

9. INDEPENDENT CONTRACTOR. The parties agree that Chatham Financial is being retained as an independent contractor to perform the Services and nothing in this Agreement shall be deemed to create any other relationship between Chatham Financial and Invesco. Chatham Financial shall be solely responsible for the actions and inactions of itself and of its affiliates, and their respective members, officers, directors, employees, advisors, legal counsel, contractors, and agents (“Chatham Financial Representatives”). Chatham Financial shall not, and is not authorized to, enter into contracts or agreements on behalf of Invesco or to otherwise create obligations of Invesco to third parties.

10. INDEMNIFICATION.

(a) Invesco agrees to defend, indemnify and hold harmless Chatham Financial and Chatham Financial Representatives (each, a “Chatham Party”, and collectively, the “Chatham Indemnified Parties”), from and against any losses, claims, damages, demands, and liabilities (“Damages”), joint or several, related to or arising in any manner out of (x) any third-party claim or action related to the use or performance of the services provided under this Agreement, or (y) Invesco’s (i) gross negligence, recklessness, fraud, or willful misconduct, (ii) material breach of the terms of this Agreement or (iii) violation of applicable law in connection with the performance of its duties under this Agreement . Notwithstanding the foregoing, Invesco shall not be liable in respect of any Damages that a court of competent jurisdiction shall have determined by final non- appealable judgment resulted solely from the (i) gross negligence, recklessness, fraud or willful misconduct of a Chatham Party, (ii) the material breach of the terms of this Agreement by Chatham Financial, or (iii) violation of applicable law by Chatham Financial in connection with the performance of its duties under this Agreement.

(b) Chatham Financial agrees to defend, indemnify and hold harmless Invesco, its employees, directors, officers and agents (each, an “Invesco Party”, and collectively, the “Invesco Parties”), from and against any Damages, joint or several, related to or arising in any manner out of Chatham’s (i) gross negligence, recklessness, fraud, or willful misconduct, (ii) material breach of

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the terms of this Agreement or (iii) violation of applicable law in connection with the performance of its duties under this Agreement. Notwithstanding the foregoing, Chatham Financial shall not be liable in respect of any Damages that a court of competent jurisdiction shall have determined by final non-appealable judgment resulted solely from the (i) gross negligence, recklessness, fraud or willful misconduct of any Invesco Party, (ii) the material breach of the terms of this Agreement by Invesco, or (iii) violation of applicable law by Invesco in connection with the performance of its duties under this Agreement.

(c) The indemnifying party agrees not to enter into any waiver, release or settlement of any threatened or pending investigative, administrative, judicial or regulatory claim, action, proceeding or investigation arising in any manner out of any indemnification obligations hereunder (collectively “Proceedings”) which would be binding on an indemnified party (whether or not such indemnified party is a formal party to such Proceeding) without prior written consent of the indemnified party (which consent not to be unreasonably withheld), unless such waiver, release or settlement includes an unconditional release of the applicable indemnified party from all liability arising out of such Proceeding.

(d) This Section 10 shall remain operative and in full force and effect regardless of any withdrawal, termination, or failure to initiate or consummate any transaction contemplated by this Agreement.

11. LIMITATION OF LIABILITY. ANYTHING IN THE AGREEMENT TO THE CONTRARY NOTWITHSTANDING, UNDER NO CIRCUMSTANCES WHATSOEVER SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER. IN NO EVENT WHATSOEVER SHALL CHATHAM FINANCIAL’S (OR ANY OF ITS AFFILIATES OR RESPECTIVE OFFICERS OR EMPLOYEES) TOTAL LIABILITY TO INVESCO, OR ANY OTHER PARTY ENTITLED TO MAKE A CLAIM, FOR DIRECT DAMAGES WITH RESPECT TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREIN, OR ANY OTHER DAMAGES WHATSOEVER, EXCEED IN THE TOTAL SUM OF FEES (EXCLUSIVE OF REIMBURSED EXPENSES) RECEIVED BY CHATHAM FINANCIAL UNDER THIS AGREEMENT OVER THE TWELVE MONTHS PRECEEDING THE CLAIM; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION ON LIABILITY SHALL NOT APPLY TO ANY DAMAGES, LOSSES OR LIABILITY RESULTING FROM OR BASED UPON CHATHAM FINANCIAL’S FRAUD OR GROSS NEGLIGENCE, AS DETERMINED BY A FINAL JUDGMENT, VERDICT OR ORDER BY A COURT OF COMPETENT JURISDICTION.

12. INSURANCE. Chatham Financial agrees to obtain and maintain and keep in full force and effect, at Chatham Financials’ expense, the forms of insurance with the minimum limits of insurance stated in this Section 12. Each insurance policy will be maintained with an insurer having a rating of at least an “A-” in the most currently available Best’s Insurance Reports. Chatham Financial will provide for at least thirty (30) days’ prior written notice to Invesco in the event of any cancellation or material reduction in limits. Upon request from Invesco not to be exercised more than once annually, Chatham Financial will furnish Invesco with certificates of insurance in satisfactory form, evidencing its compliance with these provisions. Chatham Financial will maintain at least the following:

(a) Statutory workers’ compensation covering all state and local requirements;

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(b) Employer’s liability with a limit of $1,000,000 for one or more claims arising from each accident;

(c) Commercial general liability, written on an occurrence basis, with a minimum per occurrence combined single limit of $1,000,000 and a minimum aggregate combined single limit of $2,000,000;

(d) Umbrella / Excess Liability Insurance with limits of no less than $10,000,000 per occurrence and in the aggregate;

(e) Errors and Omissions insurance with limits of no less than $10,000,000 per occurrence and $10,000,000 in the aggregate which includes coverage for third party claims arising out of the negligent act, error or omission of Chatham; and

(f) Fidelity bond (AKA crime insurance) at $5,000,000 per occurrence and aggregate, including third party liability or Invesco coverage.

13. PUBLICATION. Chatham Financial agrees that Invesco may disclose Chatham’s name and capacity as an independent valuation advisor without restriction, other than those restrictions set forth in Section 6 of this Agreement.

14. COLLECTION. If it becomes necessary to place collection of the fees and expenses due Chatham Financial in the hands of a collection agent and/or an attorney (whether or not a legal action is filed) Invesco agrees to pay all fees and expenses including reasonable attorney’s fees incurred by Chatham Financial in connection with the collection or attempted collection thereof.

15. USE OF NAME. Unless informed to the contrary by Invesco in writing, Chatham Financial may use the names of INCREF and the Adviser in promotional materials, provided no reference is made to the services performed or properties involved.

16. THIRD PARTY BENEFICIARIES. Invesco acknowledges that Chatham, in connection with its engagement hereunder, is acting as an independent contractor with duties owing solely to Invesco and that nothing in this Agreement is intended to confer upon any other person (other than the persons indemnified in Section 10 hereof) any rights, benefits or remedies hereunder or by reason hereof.

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17. NOTICES. All notices, requests, instructions, or documents required hereunder shall be in writing and delivered personally or via a recognized overnight delivery service mailed to the following:

To Invesco:	To Chatham:
INCREF Commercial Real Estate	Chatham Financial Corp.
Finance Trust, Inc.	235 Whitehorse Lane
2001 Ross Avenue, Suite 3400	Kennett Square, PA 19348
Dallas, TX 75201	Attn: General Counsel
Attn: IRE Valuations

18. AMENDMENT; ASSIGNMENT; OTHER MATTERS.

(a) Governing Law; Exclusive Jurisdiction; Jury Trial. This Agreement and any dispute relating to the Services will be governed by and construed, interpreted, and enforced in accordance with the laws of the State of New York without giving effect to any provisions relating to conflict of laws that require the laws of another jurisdiction to apply. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING, WHETHER AT LAW OR EQUITY, BROUGHT BY ANY OF THEM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(b) Entire Agreement. This Agreement (including exhibits hereto) contains the entire agreement and understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior oral and written agreements, if any, between the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of Invesco, Chatham, the other Indemnified Parties and their respective successors and assigns.

(c) Counterparts. This Agreement may be executed in two or more counterparts and may be delivered by e-mail or facsimile, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.

(d) No Joint Venture. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency relationship or other joint enterprise between them.

(e) Amendment. No change, modification or alteration of this Agreement shall be effective unless in writing and signed by both parties.

(f) Assignment. Neither party may assign its rights and/or obligations hereunder without the prior written consent of the other party.

(g) Severability. The provisions of this Agreement are independent and severable from each other. If any term, clause or provision of this Agreement is deemed invalid or unenforceable for any reason, the remainder of this Agreement shall remain valid and enforceable in accordance with its terms.

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IN WITNESS WHEREOF, the undersigned have executed this Valuation Services Agreement as of the date set forth above.

Chatham Financial Corp.		INVESCO ADVISERS, INC.
/s/ Joseph Nowicki		/s/ Beth Zayicek
By:	Joseph Nowicki	By:	Beth Zayicek
Its:	Managing Director	Its:	Vice President
Date:	12 May 2023	Date:	5/8/2023
		INCREF COMMERCIAL REAL ESTATE
		FINANCE TRUST, INC.
		/s/ Beth Zayicek
		By:	Beth Zayicek
		Its:	Chief Operating Officer
		Date:	5/8/2023

Signature Page to Valuation Services Agreement

EXHIBIT A

FEES

[*****]

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EXHIBIT B

ASSUMPTIONS AND LIMITING CONDITIONS

The monthly report has been based on, and is subject to, the following general assumptions and limiting conditions:

• The conclusions and recommendations reported are only applicable to the purpose, function, and terms stated in this report, and shall not be used for any other purpose.

• Chatham Financial has assumed that the reader(s) of this report is well-versed in real estate and is a sophisticated and knowledgeable business person(s).

• No responsibility is assumed for the legal description provided or for matters pertaining to legal or title considerations. Titles to the properties are assumed to be good and marketable unless otherwise stated. It is assumed that the use of the land and improvements are confined within the boundaries or property lines of the properties described, and that there are no encroachments or trespassing unless noted in the report. The report will not constitute a survey of the property analyzed.

• Responsible ownership and competent property management are assumed.

• All statements of fact in the report which are used as the basis of the Chatham’s analyses, opinions, and conclusions are taken to be true and correct to Chatham’s actual knowledge and belief. Chatham Financial does not make any representation or warranty, express or implied, as to the accuracy or completeness of the information or the condition of the property furnished to Chatham Financial by INCREF or others. The conclusions and any permitted reliance on and use of the report shall be subject to the assumptions, limitations, and qualifying statements contained herein.

• Chatham Financial shall have no responsibility for legal matters, including zoning, or questions of survey or title, soil or subsoil conditions, engineering, or other similar technical matters. All engineering studies, if provided, are assumed to be correct. The plot plans and illustrative material in this report are included only to help the reader visualize the property.

• It is assumed that there are no hidden or unapparent conditions of the properties, subsoil, or structures that render it more or less valuable. No responsibility is assumed for detecting such conditions or for obtaining the engineering or environmental studies that may be required to discover them.

• It is assumed that the properties are in full compliance with all applicable federal, state, and local environmental regulations and laws, unless the appraiser has been informed of such lack of compliance and it is stated, described, and considered in the report. It is assumed that all required licenses, certificates of occupancy, consents, and other legislative or administrative authority from any local, state, or national government or private entity or organization have been or can be obtained or renewed for any use on which the conclusions contained in this report is based.

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• It is assumed that the properties conform to all applicable zoning and use regulations and restrictions unless nonconformity has been disclosed to Chatham, identified, described, and considered in the report.

• Chatham Financial shall not be required to give testimony as a witness or to appear in any capacity in any legal or administrative hearing or procedure, or to have any continued service responsibility unless compensated in advance by the engager of this report according to their fee schedule then in effect.

• Unless otherwise stated in this report, Chatham Financial will not be considering the possible existence of asbestos, urea-formaldehyde foam insulation, PCB transformer, or other toxic, hazardous, or contaminated substances and/or underground storage tanks (collectively “Hazardous Materials”) on or affecting the property, or the cost or encapsulation or removal thereof. Chatham Financial is not qualified to detect Hazardous Materials and, unless otherwise stated, Chatham Financial has not been informed of any major or significant deferred maintenance of the property that would require the expertise of a professional cost estimator or contractor. If such repairs are needed, the estimates are prepared by others. The conclusions are predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for such conditions or for any expertise or engineering knowledge required to discover them. INCREF is urged to retain an expert in this field if such expertise is desired.

• In the event INCREF intends to use the report in connection with a tax matter, INCREF acknowledges that Chatham Financial provides no warranty, representation, or prediction as to the outcome of such tax matter. Chatham Financial has no responsibility or liability to INCREF or any other party for any such taxes, interests, penalties, or fees that may be incurred.

• Chatham’s personnel are not engineers, professional building contractors, or environmental consultants. Such additional expertise is not covered in the report and INCREF agrees that, if such additional expertise is required, it shall be provided by others at the direction and discretion of INCREF. No warranties are made by references to physical property characteristics in terms of quality, condition, cost, suitability, soil conditions, flood risk, obsolescence, etc., and no liability is assumed for any engineering-related issues.

• Possession of this report or a copy thereof does not imply right of publication, nor use for any purpose by anyone other than the person to whom it is addressed, without the written consent of Chatham.

• The liability of Chatham, and its affiliates, employees, officers, directors, and agents, is limited to INCREF. This report was prepared specifically for our INCREF, to whom this report is addressed.

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• INCREF acknowledges that Chatham Financial is a corporation and agrees that any claim made by INCREF arising out of any act or omission of any director, officer, agent, or employee of Chatham, in the execution or performance of its contractual or professional responsibilities shall be made solely against Chatham Financial and not against any such director, officer, agent, or employee.

• The Americans with Disabilities Act (ADA) became effective January 26, 1992. Chatham Financial shall not made a specific compliance survey and analysis of the properties to determine whether or not they are in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the properties, together with a detailed analysis of the requirements for the ADA, could reveal that the properties are not in compliance with one or more of the requirements of the ADA. If so, this fact could have a negative effect upon the value of the property. Since Chatham Financial shall have no direct evidence relating to this issue, Chatham Financial shall not consider possible non- compliance with the requirements of the ADA in estimating the value of the properties.

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EX-10.6

Exhibit 10.6

SUBSCRIPTION AGREEMENT

This subscription agreement (this “Subscription Agreement”), dated March 23, 2023, is by and between Invesco Realty, Inc., a Delaware corporation (the “ Subscriber”) and Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”). The Subscriber and the Company are collectively referred to herein as “Parties” and each as a “Party.”

RECITALS

WHEREAS, the Company has authorized the issuance of 2,000,000,000 shares of common stock, including 500,000,000 shares of each of (i) Class D common stock, par value $0.01 per share (“Class D Shares”); (ii) Class I common stock, par value $0.01 per share (“Class I Shares”); (iii) Class S common stock, par value $0.01 per share (“Class S Shares”); and (iv) Class E common stock, par value $0.01 per share (“Class E Shares”; collectively with the Class D Shares, Class I Shares, and Class S Shares, the “Shares”);

WHEREAS, the Company intends to offer the Shares pursuant to the Private Placement Memorandum (as amended, supplemented or otherwise modified from time to time, the “Memorandum”); and

WHEREAS, the Subscriber is willing to commit to purchase shares, and the Company is willing to issue and sell shares to the Subscriber on the terms set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Parties, intending to be legally bound, hereby agree as set forth herein.

1. The Subscriber represents, warrants and agrees as follows:

1.1

(a) Initial Purchase. The Subscriber hereby subscribes for and agrees to purchase an aggregate of $150,000,000 (the “Commitment Amount”) of Class D Shares, Class I Shares, Class S, and Class E Shares (the “Initial Shares”), at a purchase price per Initial Share to be determined as of the date of the closing of such purchase or purchases as set forth in this Subscription Agreement. The Subscriber shall purchase the Initial Shares in one or more closings on or prior to the Final Closing Date (as defined below). The purchase price per Initial Share will equal the most recently determined “Share Transaction Price” (as defined in the Memorandum) per Initial Share as of the date of each closing of the Subscriber’s purchase of such Initial Share; provided, however, that if the Company has not yet determined a transaction price as of such closing date, the purchase price per Initial Share will be $25.00 and thereafter any Shares issued to the Subscriber will be effected at then current Share Transaction Price (as defined in the Memorandum) per Share.

(b) Capital Contributions. The Subscriber hereby agrees to make capital contributions in cash to the Company from time to time in the amounts specified by the Company and communicated to the Subscriber as the amount required for each contribution (each such communication, a “Capital Call,” and each contribution a “Closing”). The relative amounts required in each Capital Call will be with respect to the Commitment Amount set forth in Section 1.1(a) above.

(c) Capital Calls. The Company shall make Capital Calls at its discretion upon five (5) business days advance notice (or such shorter time as the Company may determine in its sole discretion). The Company may call up to $90,000,000 in one or more Closings on or before April 1, 2023 (the “Initial Closing Date”) and the remainder of

the Subscriber’s Commitment Amount in one or more Closings on or prior to the date that is five (5) years following the effective date of this Subscription Agreement (the “ Final Closing Date”). The Company may adjust the timing of such capital calls at any time in its sole discretion (including, without limitation, at the direction of a lender in accordance with the terms of a Subscription Facility (as defined below)).

(d) Subsequent Purchases. Notwithstanding anything herein to the contrary, until the Final Closing Date, if the Company elects in its sole discretion to repurchase all or any portion of the Shares from Subscriber pursuant to Section 2.5 hereof, the Subscriber shall, upon the Company’s request following any such repurchase pursuant to Section 2.5 hereof, be required to purchase an amount of additional Class D Shares, Class I Shares, Class S Shares, and Class E Shares (“Additional Shares”), including pursuant to a Capital Call issued by the Company to the Subscriber for such purpose, such that the aggregate purchase price of (i) the outstanding Initial Shares held by Subscriber (if any) and (ii) such Additional Shares is equal to $150,000,000. The purchase price per Additional Share will equal the most recently determined Share Transaction Price per Additional Share as of the date of the Closing of Subscriber’s purchase; provided, however, that the Company has not yet determined a transaction price as of such closing date, the purchase price per Additional Share will be an amount such that the aggregate purchase price of all Additional Shares held by the Company following such repurchase does not exceed the Commitment Amount.

1.2 The Subscriber has carefully read this Subscription Agreement and, to the extent it believes necessary, has discussed with its counsel the representations, warranties and agreements that it makes by signing this Subscription Agreement and the limitations that apply to its resale of the Shares. All representations and warranties made by the Subscriber shall be made as of the date hereof and as of the date of any purchase of Shares by the Subscriber pursuant hereto.

1.3 The Subscriber acknowledges that, prior to executing this Subscription Agreement, it has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company and the terms and conditions of the offering of the Shares to which this Subscription Agreement relates, and, to the extent it believes necessary in light of its knowledge of the Company’s affairs, the Subscriber has asked these questions and received satisfactory answers.

1.4 The Subscriber acknowledges that the Company will not register the issuance of the Shares under the Securities Act, or any state securities laws (the “State Acts”) in reliance upon exemptions from registration contained in the Securities Act and the State Acts, and that the Company relies upon these exemptions, in part, because of the Subscriber’s representations, warranties and agreements contained in this Subscription Agreement.

1.5 The Subscriber is an “accredited investor” within the meaning of Rule 501(a) of pursuant to Regulation D promulgated under the Securities Act (“Regulation D”).

1.6 To the extent the Subscriber is a “covered person” within the meaning of Rule 506(d) of Regulation D, the Subscriber certifies that it has not been subject to or experienced any “Disqualifying Event” described in Annex A to this Subscription Agreement. The Subscriber agrees to notify the Company immediately if it becomes subject to or experiences a Disqualifying Event or receives notice of any action or state of affairs that could reasonably be expected to result in becoming subject to or experiencing a Disqualifying Event in the future.

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1.7 The Subscriber is purchasing the Shares for its own account, with the intention of holding the Shares for investment and with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Shares; the Subscriber will not make any sale, transfer or other disposition of the Shares without registration under the Securities Act and the State Acts unless an exemption from registration is available under the Securities Act and the State Acts.

1.8 The Subscriber is familiar with the business in which the Company is or will be engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it is undertaking to purchase in this Subscription Agreement; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investment.

1.9 The investment that the Subscriber is undertaking in this Subscription Agreement corresponds with the nature and size of its present investments and net worth, and the Subscriber can financially bear the economic risk of this investment, including the ability to afford holding the Shares for an indefinite period or to afford a complete loss of this investment.

1.10 The Subscriber agrees that it will not vote any of the Shares of the Company that it owns regarding (i) the removal of Invesco Advisers, Inc. (the “Adviser”) or any of its affiliates from the position as adviser of the Company or (ii) any transaction between the Subscriber or the Adviser or any of their affiliates and the Company.

1.11 The principal office of the Subscriber is 2001 Ross Avenue, Suite 3400, Dallas, Texas 75201.

2. The Subscriber acknowledges and agrees as follows:

2.1 In the event that the Company registers the Shares under the Securities Act, if the conditions that would permit the Subscriber to resell the Shares under Rule 144 under the Securities Act (“ Rule 144”) should be satisfied, the Subscriber may resell the Shares in reliance upon the provisions of Rule 144 only in limited amounts and in accordance with the other terms and conditions of Rule 144; and in connection with any resale of the Shares by the Subscriber that Rule 144 does not permit, the Subscriber must comply with some other applicable registration exemption.

2.2 The Company has no obligation to register the Shares or to comply with the conditions of Rule 144 or to take any other action necessary in order to make available any exemption for the resale of the Shares without registration.

2.3 The Company will not issue physical certificates for the Shares. Instead, the Shares will be recorded on the books and records of the Company or the Company’s transfer agent.

2.4 The Subscriber may not submit the Shares for repurchase pursuant to Company’s Share Repurchase Program (as set forth in the Memorandum) until the earlier of: (i) the fifth anniversary of the date on which such Shares were issued, and (ii) the date that the Company’s aggregate net asset value is at least $1.5 billion; and further the Subscriber acknowledges that any such repurchase request may be accepted only after all requests from unaffiliated stockholders of the Company first have been fulfilled.

2.5 The Subscriber and the Company hereby acknowledge and agree that the Company may, in its sole discretion, at any time and from time to time, elect to repurchase all or any portion of the outstanding Shares from Subscriber. The price paid by the Company for any

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Shares repurchased by the Company pursuant to this Section 2.5 shall be equal to the most recently determined Share Transaction Price (as defined in the Memorandum) per Share as of the date of the closing of such repurchase; provided, however, that if the Company has not yet determined a transaction price as of such closing date, the purchase price per Additional Share will be an amount such that the aggregate purchase price of all Additional Shares held by the Company following such repurchase does not exceed the Commitment Amount.

2.6 Notwithstanding anything herein to the contrary, the Subscriber agrees that it will hold at least $200,000 in Shares for so long as the Adviser or its affiliate acts in an advisory capacity to the Company.

2.7 Subscription Facility.

a. The Company and certain of its affiliates, and the Adviser on behalf of the Company and/or certain of its affiliates, shall be authorized to incur indebtedness and/or enter into financing arrangements (in each case, including as a guarantor in respect thereof) under such terms and for any purpose permitted under this Subscription Agreement and/or the Company’s Articles of Amendment and Restatement (the “Articles”) (or equivalent document of any affiliate of the Company) as it may elect, including, but not limited to, on a joint and several basis with parallel funds, alternative investment vehicles and other affiliates of the Company. In connection therewith, the Company, certain of its affiliates and the Adviser shall be authorized to pledge, charge, mortgage, assign, transfer and grant security interests to or in favor of a lender in (i) $150,000,000 minus the aggregate purchase price paid by the Subscriber with respect to the Shares purchased by the Subscriber as of the date of such pledge (the “Unused Capital Commitment”), (ii) the rights of the Company and the Adviser under this Subscription Agreement, the Articles, and/or that certain Advisory Agreement dated as of March 23, 2023 (the “Advisory Agreement”), among the Company, the Adviser and Invesco Commercial Real Estate Finance Trust Investments, LP, a Delaware limited partnership (the “Operating Partnership”), including to deliver Purchase Notices (as defined below), to receive payment by the Subscriber of the purchase price for the Shares and the Subscriber’s Unused Capital Commitment, and to enforce all remedies against any subscriber (including the Subscriber) that fails to fund its respective Unused Capital Commitment, (iii) this Subscription Agreement and the obligations of the Subscriber hereunder (including to purchase the Shares at the purchase price as and when required under this Subscription Agreement, the Articles, the Advisory Agreement and/or pursuant to one or more Purchase Notices), (iv) any account into which the Company and/or the Adviser may direct payment by the Subscriber of the purchase price for the Shares and/or its Unused Capital Commitment, in each case pursuant to a written notice from the Company to the Subscriber of each closing regarding the purchase of an amount of Shares at such closing (each, a “Purchase Notice”) or otherwise, and (v) any related collateral and proceeds thereof (any such financing arrangement or indebtedness, a “Subscription Facility”).

b. The Subscriber understands, acknowledges and agrees, in connection with any such Subscription Facility and for the benefit of any lender thereunder, as follows: (i) to the extent publicly available, the Company and/or Adviser may from time to time request the delivery, within one hundred twenty (120) days after the end of the Subscriber’s fiscal year, of a copy of the Subscriber’s annual report, if available, or the Subscriber’s balance sheet as of the end of such fiscal year and the related statements of operations for such fiscal year, prepared or reviewed by independent public accountants in connection with the Subscriber’s annual reporting requirements; (ii) that the Company and/or Adviser may from time to time request, and the Subscriber shall deliver, a certificate confirming the remaining amount of the Subscriber’s Unused Capital Commitment; (iii) that the Subscriber has not and will not pledge, collaterally assign, encumber or otherwise grant a security interest in the Shares or its interest in the Company; (iv) that the Subscriber’s obligation to fund its Unused Capital Commitment in accordance with the terms of this Subscription Agreement and/or the Articles is without defense, counterclaim or offset

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of any kind; and (v) to make such other representations and deliver such documents as the Company, the Adviser and the lender may reasonably request. The Subscriber agrees to comply with such requests. The Subscriber further agrees to deliver, upon the request of the Company, the Adviser or a lender, (1) an investor letter acknowledging its $150,000,000 capital commitment (“Capital Commitment”), Unused Capital Commitment, ownership of the Shares and ownership interest in the Company and the other facts and circumstances described in Section 2.7(c) hereof and (2) an opinion of counsel to the effect that this Subscription Agreement, the Subscriber’s Capital Commitment and all obligations of the Subscriber related thereto and set forth herein and in the Articles are valid and binding.

The Subscriber further understands, acknowledges and agrees that any such lender under a Subscription Facility is relying on each subscriber’s (including the Subscriber’s) Unused Capital Commitment as its primary source of repayment and may issue future Purchase Notices and may exercise all remedies of the Company and/or the Adviser with respect thereto as part of such lender’s remedies under the Subscription Facility.

c. To induce any such lender to enter into a Subscription Facility with the Company and/or certain of its affiliates, the Subscriber hereby: (i) acknowledges that the Company has informed the Subscriber that the Company and/or the Adviser may (x) pledge to a lender the right to issue Purchase Notices and receive all of the Subscriber’s Unused Capital Commitment under this Subscription Agreement to secure all obligations made under the Subscription Facility (collectively, the “Obligations”) and, in connection therewith, grant to such lender the right to issue Purchase Notices when an event of default under such Subscription Facility exists, which the Subscriber shall fund, consistent with the terms hereof and its obligations hereunder and under the Articles and (y) pledge to a lender its interest in this Subscription Agreement to secure the Obligations; (ii) confirms that to the Subscriber’s knowledge, as of the date the Subscriber is admitted to the Company, there is no default, or circumstance which currently does, or with the passage of time or notice would, constitute a default under this Subscription Agreement or the Articles, or constitute a defense to, or right of offset against, the Subscriber’s obligation to fund its Capital Commitment; (iii) acknowledges that any claims that a subscriber (including the Subscriber) may have against the Company and/or the Adviser under this Subscription Agreement, the Articles and/or the Amended and Restated Limited Partnership Agreement of the Operating Partnership, among the Company, as a limited partner, Invesco Commercial Real Estate Finance Trust Investments GP, LLC, a Delaware limited liability company, as general partner, and the other limited partners party thereto from time to time (in each case as may be amended, restated, modified or supplemented from time to time) shall be subordinate to all payments due to the lender under the Subscription Facility; (iv) acknowledges that the Company has informed the Subscriber that for so long as the Subscription Facility is in place, the Adviser and the Company may agree with the lender not to amend, modify, supplement, cancel, terminate, reduce (other than with respect to the funded portion of the Subscriber’s Capital Commitment) or suspend any of the Subscriber’s obligations under this Subscription Agreement or the Articles without the lender’s prior written consent, and that any excuse right with respect to any payment in respect of a Purchase Notice shall not be applicable with respect to any Purchase Notice the purpose of which is to repay amounts due under the Subscription Facility; (v) acknowledges that the Company and/or the Adviser may, pursuant to its authority under this Subscription Agreement, the Articles and/or the Advisory Agreement, instruct the Subscriber to make all future payments to the Company under this Subscription Agreement and the Articles by wire transfer to such account of the Company as the Company and/or the Adviser may specify and in which the lender may maintain a security interest; (vi) confirms that the making and performance of this Subscription Agreement constitute private and commercial acts rather than governmental or public acts, and that neither the Subscriber nor any of its properties or revenues has any right of immunity from suit, court jurisdiction, execution of a judgment or from any other legal process with respect to its obligations under this Subscription Agreement or the Articles; (vii) to the extent that the

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Subscriber may hereafter be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced to claim any such immunity, and to the extent that in any such jurisdiction there may be attributed to the Subscriber such an immunity (whether or not claimed), the Subscriber hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the fullest extent permitted by applicable law; (viii) acknowledges that in the event and to the extent the Subscriber is entitled to request the redemption of its ownership interest in the Company or otherwise withdraw from the Company, prior to the effectiveness of such redemption or withdrawal, the Subscriber shall be obligated to fund such payments in respect of Purchase Notices or otherwise as may be required under the terms of the Subscription Facility as a result of such withdrawal; (ix) acknowledges that the lender under the Subscription Facility has certain consent rights with respect to the transfer of the Subscriber’s ownership interest in the Company, and any such transfer will be subject to (A) the satisfaction of such consent rights, including, if required pursuant to the terms of the Subscription Facility, funding payments in respect of Purchase Notices required to reduce the outstanding amounts under the Subscription Facility resulting from such transfer and (B) any and all other transfer restrictions set forth in this Subscription Agreement and/or the Articles; and (x) acknowledges that the lender under the Subscription Facility is extending credit to the Company and/or certain of its affiliates in reliance on the agreements and acknowledgments of the Subscriber set forth in this Section 2.7 and the Subscriber’s funding of its Unused Capital Commitment in respect of Purchase Notices as such lender’s primary source of repayment. For the avoidance of doubt, all payments in respect of Purchase Notices made by the Subscriber in accordance with this Subscription Agreement for the benefit of the Company’s and/or certain of its affiliates’ Subscription Facility lenders shall constitute payments made in respect of Purchase Notices by the Subscriber for purposes of this Subscription Agreement and the Articles.

d. The Subscriber understands, acknowledges and agrees that, in the event of a failure by any subscriber (including the Subscriber) to pay for any Shares when required under this Subscription Agreement or the Articles or pursuant to a Purchase Notice, the Company, the Adviser and each lender under a Subscription Facility is entitled to pursue any and all remedies available to it under this Subscription Agreement and/or the Articles.

e. Notwithstanding anything herein or in the Articles to the contrary, each lender under a Subscription Facility shall be an express and intended third-party beneficiary of this Subscription Agreement.

3. The parties hereto acknowledge and agree as follows:

3.1 This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Maryland without giving effect to the conflict of laws provisions therein.

3.2 This Subscription Agreement contains the entire agreement between the Parties with respect to the subject matter thereof and supersedes and replaces any prior written or oral agreements among the Parties in their entirety. The provisions of this Subscription Agreement may not be modified or waived except in a writing signed by both Parties.

3.3 The headings of this Subscription Agreement are for convenience of reference only, and they shall not limit or otherwise effect the interpretation of any term or provision hereof.

3.4 This Subscription Agreement and the rights, powers and duties set forth herein shall, except as set forth herein, bind and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto. The parties hereto may not assign any of their respective rights or interests in and under this Subscription Agreement without the prior written consent of the other party, and any attempted assignment without such consent shall be void and without effect.

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3.5 If any part of this Subscription Agreement is held by a court of competent jurisdiction to be unenforceable, illegal or invalid, the balance of this Subscription Agreement shall remain in effect and unaffected by such unenforceability, illegality or invalidity.

[Signatures on following page]

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IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of the day and year first above written.

INVESCO REALTY, INC.
By:	/s/ Beth A. Zayicek
Name: Beth A. Zayicek
Title: Vice President

ACCEPTED, as of the 23^rd day of March 2023, by

INVESCO COMMERCIAL REAL ESTATE
FINANCE TRUST, INC.
By:	/s/ Beth A. Zayicek
Name: Beth A. Zayicek
Title: Chief Operating Officer

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ANNEX A

Disqualifying Events

Any of the following constitute a “Disqualifying Event” under Rule 506(d) of Regulation D:

1. Criminal convictions within the last 10 years (or five years, in the case of issuers, their predecessors and affiliated issuers) (a) in connection with the purchase or sale of any security; (b) involving the making of any false filing with the U.S. 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. Court orders, judgments, or decrees entered within the past five years that restrain or enjoin the Subscriber from engaging in any conduct or practice: (a) in connection with the purchase or sale of any security; (b) involving the making of a 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.

3. Final orders 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 either:

3.1 bar the Subscriber from (1) associating 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

3.2 constitute a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within the past 10 years.

4. SEC disciplinary orders that (a) suspend or revoke the Subscriber’s registration as a broker, dealer, municipal securities dealer, or investment adviser; (b) limit the activities, functions, or operations of the Subscriber; or (c) bar the Subscriber from being associated with any entity or participating in the offering of any penny stock.

5. SEC cease-and-desist orders entered within the past five years that relate to the violation or future violation of (a) any anti-fraud provision of the federal securities laws or any rule or regulation thereunder that requires a particular intention, state of mind, or scienter; or (b) the requirement to register offerings of securities with the SEC under Section 5 of the Securities Act.

6. Suspension of, or expulsion from, membership in a securities self-regulatory organization (“SRO”) or from association with a member of a securities SRO (such as a U.S. registered national securities exchange or national securities association) for any act or omission constituting conduct inconsistent with just and equitable principles of trade.

7. SEC refusal or stop orders within the past five years applicable to a registration statement under the Securities Act (and orders suspending a Regulation A exemption for an offering statement) filed by the Subscriber (as a registrant or issuer) or in which the Subscriber was an underwriter, as well as pending investigations or proceedings to determine whether any such order should be issued.

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8. U.S. Postal Service (“USPS”) false representation orders or any temporary restraining orders or preliminary injunctions within the past five years concerning conduct alleged by the USPS to constitute a scheme for obtaining money or property through the mail by false representations.

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EX-10.7

Exhibit 10.7

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

SUBSCRIPTION AGREEMENT

Invesco Commercial Real Estate Finance Trust, Inc.

2001 Ross Avenue, Suite 3400

Dallas, Texas 75201

Ladies and Gentlemen:

1. Additional Subscription. The parties acknowledge that the undersigned (the “Subscriber”) subscribed for and agreed to acquire Shares in Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”), pursuant to that certain Subscription Agreement, dated March 23, 2023, by and between the Subscriber and the Company (the “Original Subscription Agreement”). Capitalized terms not defined herein are used as defined in the Original Subscription Agreement. The Subscriber hereby subscribes for and agrees to purchase an additional aggregate of $150,000,000 (the “Additional Commitment Amount”) of shares of common stock of the Company (the “Additional Shares”), at a purchase price per Additional Share to be determined as of the date of the closing of such purchase or purchases as set forth herein. The Subscriber shall purchase the Additional Shares in one or more closings. The Additional Shares shall be allocated between or among classes of common shares as determined by the Company. The purchase price per Additional Share shall equal the most recently determined “Share Transaction Price” (as defined in the Memorandum) per Additional Share as of the date of each closing of the Subscriber’s purchase of such Additional Share; provided, however, that if the Company has not yet determined a transaction price as of such closing date, the purchase price per Additional Share shall be $25.00 and thereafter any Shares issued to the Subscriber shall be effected at then-current Share Transaction Price (as defined in the Memorandum) per Share.

2. Capital Contributions. The Subscriber hereby agrees to make capital contributions in cash to the Company from time to time in the amounts specified by the Company and communicated to the Subscriber as the amount required for each contribution (each such communication, a “Capital Call,” and each contribution a “Closing”). The relative amounts required in each Capital Call will be with respect to the Additional Commitment Amount set forth in Section 1 above.

3. Capital Calls. The Company shall call the Subscriber’s Additional Commitment Amount in one or more Closings in the amount, as determined by the Company in good faith on a monthly basis, necessary to avoid triggering any concentration limit imposed by a wirehouse in connection with its distribution or placement of shares of the Company. The Company may make Capital Calls at its discretion upon five (5) business days advance notice (or such shorter time as the Company may determine in its sole discretion).

4. Reaffirmation. Except as otherwise provided herein, the terms of the Original Subscription Agreement shall apply to the Subscriber’s Additional Commitment Amount and any Additional Shares acquired by the Subscriber. The Subscriber hereby reaffirms, restates and reacknowledges each of the agreements, acknowledgments, representations, warranties and other

obligations set forth in the Original Subscription Agreement as of the date hereof and agrees that each such agreement, acknowledgment, representation, warranty and other obligation is made by the Subscriber in connection with its subscription to purchase Additional Shares pursuant to this Subscription Agreement (and applies with the same force and effect to such subscription). The Subscriber hereby represents and warrants to the Company that all information that the Subscriber has provided to the Company (including the information in the Original Subscription Agreement and any documents provided to the Company in connection therewith), is true, correct and complete as of the date thereof and hereof.

[Signature page follows.]

IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of the day and year first above written.

INVESCO REALTY, INC.
By:	/s/ Beth A. Zayicek
Name:	Beth A. Zayicek
Title:	Vice President

ACCEPTED, as of the 11th day of August 2023, by

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.
By:	/s/ Beth A. Zayicek
Name:	Beth A. Zayicek
Title:	Chief Operating Officer

EX-10.8

Exhibit 10.8

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

AMENDMENT NO. 2 TO SUBSCRIPTION AGREEMENT

Invesco Commercial Real Estate Finance Trust, Inc.

2001 Ross Avenue, Suite 3400

Dallas, Texas 75201

Ladies and Gentlemen:

1. Class S-1 Shares. The parties hereto acknowledge that (i) Invesco Realty, Inc., a Delaware corporation (the “Subscriber”), subscribed for and agreed to acquire an aggregate of $150,000,000 (the “Initial Commitment Amount”) of Class D Shares, Class I Shares, Class S Shares and Class E Shares in Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”), pursuant to that certain Subscription Agreement, dated March 23, 2023, by and between the Subscriber and the Company (the “Original Subscription Agreement”) and (ii) the Subscriber subsequently subscribed for and agreed to acquire an additional aggregate of $150,000,000 (the “Additional Commitment Amount”) any class of common shares of the Company pursuant to that certain Amendment No. 1 to the Subscription Agreement, dated August 11, 2023 (the Original Subscription Agreement as so amended, the “Subscription Agreement”). Capitalized terms not defined herein are used as defined in the Subscription Agreement. The parties hereby agree that, following the authorization of the issuance of 500,000,000 shares of Class S-1 common stock, par value $0.01 per share (“Class S-1 Shares”), the Subscription Agreement shall be further amended as follows:

(a) The first clause of the Recitals to the Subscription Agreement shall be amended and restated in its entirety to read as follows (language that has been added is double underlined and language that has been deleted is shown with a strikethrough):

“WHEREAS, the Company has authorized the issuance of 2,000,000,000 3,000,000,000 shares of common stock, including 500,000,000 shares of each of (i) Class D common stock, par value $0.01 per share (“Class D Shares”); (ii) Class I common stock, par value $0.01 per share (“Class I Shares”); (iii) Class S common stock, par value $0.01 per share (“Class S Shares”); (iv) Class S-1 common stock, par value $0.01 per share (“Class S-1 Shares”); and (iv) Class E common stock, par value $0.01 per share (“Class E Shares”; collectively with the Class D Shares, Class I Shares, and Class S Shares, Class S-1 Shares and shares of common stock of the Company that may be authorized in the future, the “Shares”);”

(b) The definition of “Initial Shares” set forth in Section 1.1(a) of the Subscription Agreement shall be amended to add Class S-1 Shares and any other shares of common stock of the Company that may be authorized in the future. Section 1.1(a) of the Original Subscription Agreement shall be further amended to provide add the following to the end thereof:

“The Commitment Amount shall be allocated between or among classes of common shares as determined by the Company.”

(c) The Section 1.1(d) of the Subscription is hereby amended and restated in its entirety to read as follows:

“Subsequent Purchases. Notwithstanding anything herein to the contrary, until the Final Closing Date, if the Company elects in its sole discretion to repurchase all or any portion of the Shares from Subscriber pursuant to Section 2.5 hereof, the Subscriber shall, upon the Company’s request following any such repurchase pursuant to Section 2.5 hereof, be required to purchase an amount of additional Class D Shares, Class I Shares, Class S Shares and Class E Shares (“Additional Shares”), including pursuant to a Capital Call issued by the Company to the Subscriber for such purpose, such that the aggregate purchase price of (i) the outstanding Initial Shares held by Subscriber (if any) and (ii) such Additional Shares is equal to $150,000,000. The purchase price per Additional Share will equal the most recently determined Share Transaction Price per Additional Share as of the date of the Closing of Subscriber’s purchase; provided, however, that the Company has not yet determined a transaction price as of such closing date, the purchase price per Additional Share will be an amount such that the aggregate purchase price of all Additional Shares held by the Company following such repurchase does not exceed the Commitment Amount.”

2. Reaffirmation. The Subscriber hereby reaffirms, restates and reacknowledges each of the agreements, acknowledgments, representations, warranties and other obligations set forth in the Subscription Agreement as of the date hereof. The Subscriber hereby represents and warrants to the Company that all information that the Subscriber has provided to the Company (including the information in the Subscription Agreement and any documents provided to the Company in connection therewith), is true, correct and complete as of the date thereof and hereof. Except as expressly set forth herein, the Subscription Agreement remains in full force and effect, as amended hereby.

[Signature page follows.]

IN WITNESS WHEREOF, the Subscriber has executed this Amendment No. 2 to Subscription Agreement as of the day and year first above written.

INVESCO REALTY, INC.
By:	/s/ Beth A. Zayicek
Name:	Beth A. Zayicek
Title:	Vice President

ACCEPTED, as of the 23^rd day of August 2023, by

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.
By:	/s/ Beth A. Zayicek
Name:	Beth A. Zayicek
Title:	Chief Operating Officer

EX-10.9

Exhibit 10.9

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

2023 EQUITY INCENTIVE PLAN

1. Purpose

The purpose of the Invesco Commercial Real Estate Finance Trust, Inc. 2023 Equity Incentive Plan (the “Plan”) is to give Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”), a competitive advantage in attracting, retaining and motivating officers, employees, directors and/or consultants and to provide the Company, Participating Companies, and any Affiliates with a long-term incentive plan providing incentives directly linked to Stockholder value.

2. Effective Date and Term of Plan

The Plan was adopted by the Board on March 23, 2023 and is effective as of the date that it is approved by the Stockholders of the Company (the “Effective Date”). Awards may be granted under the Plan until the date that is ten (10) years after the Effective Date, unless the Plan is discontinued earlier pursuant to Section 14.

3. Types of Awards

Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Other Stock-Based Awards may be granted under the Plan.

4. Definitions

Except as otherwise specifically provided in an Award Agreement, each capitalized word, term or phrase used in the Plan shall have the meaning set forth in this Section 4 or, if not defined in this Section, the first place that it appears in the Plan.

“Adviser” means Invesco Advisers, Inc. the Company’s adviser.

“Affiliate” means a corporation or other entity controlled by, controlling or under common control with, the Company; provided, however, that solely for purposes of determining whether a Participant has a Termination of Service that is a “separation from service” within the meaning of Section 409A of the Code, an “Affiliate” of a corporation or other entity means all other entities with which such corporation or other entity would be considered a single employer under Sections 414(b) or 414(c) of the Code.

“Applicable Exchange” means the New York Stock Exchange or such other securities exchange, if any, as may at the applicable time be the principal market for the Shares.

“Award” means an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Other Stock-Based Award granted pursuant to the terms of the Plan.

“Award Agreement” means a written document or agreement setting forth the terms and conditions of a specific Award and any addendum thereto.

“Beneficiary” means the person(s) or trust(s) entitled by will or the laws of descent and distribution to receive any amounts payable or exercise any applicable rights under the Participant’s Awards after the Participant’s death.

“Board” means the Board of Directors of the Company.

“Cause” means, with respect to a Participant, (i) if such Participant is a party to an Individual Agreement at the time of the Termination of Service that defines such term (or word(s) of similar meaning), the meaning given in such Individual Agreement or (ii) if there is no such Individual Agreement or if it does not define Cause (or word(s) of similar meaning): (A) the Participant’s plea of guilty or nolo contendere to, or conviction of, (1) a felony (or its equivalent in a non-United States jurisdiction) or (2) other conduct of a criminal nature that has or is likely to have a material adverse effect on the reputation or standing in the community of the Company, Participating Company, or any Affiliates, as determined by the Committee in its sole discretion, or that legally prohibits the Participant from working for the Company, Participating Company, or any Affiliates; (B) a breach by the Participant of a regulatory rule that adversely affects the Participant’s ability to perform the Participant’s employment duties to the Company, Participating Company, or any Affiliates in any material respect; (C) the Participant’s failure, in each case in any material respect, to (1) perform the Participant’s employment duties, (2) comply with the applicable policies of the Company, Participating Company, or any Affiliates, (3) follow reasonable directions received from the Company, Participating Company, or any Affiliates or (4) comply with covenants contained in any Individual Agreement or Award Agreement to which the Participant is a party; or (D) with respect to Participants employed outside of the United States, such other definition as may be codified under local laws, rules and regulations. With respect to a Participant’s termination of directorship, “Cause” shall include only an act or failure to act that constitutes cause for removal of a director under the Company’s bylaws.

“Change in Control” means any of the following events:

(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of either (A) the then outstanding shares of the Company (the “Outstanding Company Shares”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) below; or

(ii) during any period of twelve (12) consecutive months, individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s Stockholders, was approved by a vote of at least two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (each, a “Corporate Transaction”), in each case, unless, following such Corporate Transaction, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Shares and Outstanding Company Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares and the

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combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation or other entity resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction of the Outstanding Company Shares and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan or related trust of the Company or of such corporation resulting from such Corporate Transaction) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of, respectively, the then outstanding shares of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Corporate Transaction and (C) at least a majority of the members of the board of directors of the corporation (or other governing board of a non-corporate entity) resulting from such Corporate Transaction were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Corporate Transaction; or

(iv) approval by the Stockholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, an event described above shall be a Change in Control with respect to an Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code only if such event is also a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Code to the extent necessary to avoid the imposition of any tax or interest or the inclusion of any amount in income thereunder.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor section, regulations and guidance.

“Committee” means the Compensation Committee of the Board, if any such committee is ever established, or such other committee or subcommittee of the Board as may be appointed by the Board to act as the Committee under the Plan. If at any time there is no such Compensation Committee or other committee or subcommittee appointed by the Board, or the Board determines to act as the administrator of the Plan, the Board shall be the Committee and all references herein to “Committee” shall be deemed to refer to the Board. The Committee, if any, shall consist of two or more directors, each of whom is intended to be, to the extent required by Rule 16b-3 of the Exchange Act, a “non-employee director” as defined in Rule 16b-3 of the Exchange Act. Any member of the Committee who does not meet the foregoing requirements shall abstain from any decision regarding an Award and shall not be considered a member of the Committee to the extent required to comply with Rule 16b-3 of the Exchange Act.

“Disability” means, with respect to a Participant, (i) a “disability” (or words of similar meaning) as defined in any Individual Agreement to which the Participant is a party or (ii) if there is no such Individual Agreement or it does not define “disability” (or words of similar meaning): (A) a permanent and total disability as determined under the long-term disability plan applicable to the Participant; (B) if there is no such plan applicable to the Participant, “Disability” as determined by the Committee in its sole discretion; or (C) with respect to Participants employed outside the United States, such other definition as may be codified under local laws, rules and regulations. The Committee may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Participant’s condition. Notwithstanding the foregoing, with respect to an Incentive Stock Option, “Disability” shall mean a

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“Permanent and Total Disability” as defined in Section 22(e)(3) of the Code and, with respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, “Disability” shall mean a “disability” as defined under Section 409A of the Code to the extent necessary to avoid the imposition of any tax or interest or the inclusion of any amount in income thereunder.

“Disaffiliation” means an Affiliate’s or business division’s ceasing to be an Affiliate or business division for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Affiliate or a sale of a business division of the Company).

“Eligible Individuals” means non-employee directors, officers, employees and consultants of the Company or any of its Affiliates, including a Participating Company, and prospective officers, employees and consultants who have accepted offers of employment or consultancy from a Company Affiliate or a Participating Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. Reference to any specific section of the Exchange Act shall be deemed to include such regulations and guidance issued thereunder, as well as any successor section, regulations and guidance.

“Fair Market Value” means, unless otherwise determined by the Committee, the closing price of a Share on the Applicable Exchange on the date of measurement or, if Shares are not traded on the Applicable Exchange on such measurement date, then on the next preceding date on which Shares are traded, all as reported by such source as the Committee may select. If the Shares are not listed on a national securities exchange, Fair Market Value shall be determined by the Committee in its good faith discretion.

“Good Reason” means, with respect to a Participant, during the twenty-four (24) month period following a Change in Control, actions taken by the Company, Participating Company, or any Affiliates resulting in a material negative change in the employment relationship of the Participant who is an officer or an employee including, without limitation:

(i) the assignment to the Participant of duties materially inconsistent with the Participant’s position (including status, titles and reporting requirements), authority, duties or responsibilities, or a material diminution in such position, authority, duties or responsibilities, in each case from those in effect immediately prior to the Change in Control;

(ii) a material reduction of the Participant’s aggregate annual compensation, including, without limitation, base salary and annual bonus opportunity, from that in effect immediately prior to the Change in Control;

(iii) a change in the Participant’s principal place of employment that increases the Participant’s commute by forty (40) or more miles or materially increases the time of the Participant’s commute as compared to the Participant’s commute immediately prior to the Change in Control; or

(iv) any other action or inaction that constitutes a material breach by the Company, Participating Company, or any Affiliates of any Individual Agreement.

In order to invoke a Termination of Service for Good Reason, a Participant must provide written notice to the Company, Participating Company, or any Affiliates with respect to which the Participant is employed or providing services of the existence of one or more of the conditions constituting Good Reason within ninety (90) days following the Participant’s knowledge of the initial existence of such condition or

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conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have thirty (30) days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that the Company, Participating Company, or any Affiliate fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Participant’s Termination of Service must occur, if at all, within ninety (90) days following such Cure Period in order for such termination as a result of such condition to constitute a Termination of Service for Good Reason.

“Grant Date” means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an Award, establishes the number of Shares to be subject to such Award and, in the case of an Option or Stock Appreciation Right, establishes the exercise price of such Award or (ii) such later date as the Committee shall provide in such resolution.

“Incentive Stock Option” means any Option that is designated in the applicable Award Agreement as an “incentive stock option” within the meaning of Section 422 of the Code and otherwise meets the requirements to be an “incentive stock option” set forth in Section 422 of the Code.

“Individual Agreement” means a written employment, consulting or similar agreement between a Participant and the Company, Participating Company, or any Affiliates.

“ISO Eligible Employees” means an employee of the Company, any subsidiary corporation (within the meaning of Section 424(f) of the Code) or parent corporation (within the meaning of Section 424(e) of the Code), or Participating Company.

“Nonqualified Option” means any Option that is not an Incentive Stock Option.

“Option” means an Incentive Stock Option or Nonqualified Option granted under Section 8.

“Other Stock-Based Award” means an Award of Shares or any other Award that is valued in whole or in part by reference to, or is otherwise based upon, Shares, including (without limitation) unrestricted stock, dividend equivalents and convertible debentures.

“Participant” means an Eligible Individual to whom an Award is or has been granted and who has accepted the terms and conditions of the Plan as set forth in Section 5(f) hereof.

“Participating Company” means the Company, the Subsidiaries, the Adviser and any of their respective Affiliates, which with the consent of the Board participates in the Plan.

“Performance Goals” means the performance goals established by the Committee in connection with the grant of Awards.

“Restricted Stock” means an Award granted under Section 9.

“Restricted Stock Unit” means an Award granted under Section 10.

“Restriction Period” means, with respect to Restricted Stock and Restricted Stock Units, the period commencing on the date of such Award to which any vesting restrictions apply and ending upon the expiration of any applicable vesting conditions and/or the achievement of any applicable Performance Goals (it being understood that the Committee may provide that restrictions shall lapse with respect to portions of the applicable Award during the Restriction Period and that Awards may be granted without any vesting conditions or Performance Goals).

“Share” or “Shares” means any class of shares of common stock, par value $0.01 per share, of the Company or such other equity securities that may become subject to an Award.

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“Stockholder” has the meaning set forth in the Maryland General Corporation Law.

“Stock Appreciation Right” means an Award granted under Section 8(b).

“Subsidiary” means any corporation, partnership, limited liability company or other entity at least 50% of the economic interest in the equity of which is owned, directly or indirectly, by the Company or by another subsidiary.

“Term” means the maximum period during which an Option, Stock Appreciation Right or, if applicable, Other Stock-Based Award may remain outstanding as specified in the applicable Award Agreement.

“Termination of Service” means the termination of the Participant’s employment or consultancy with, or performance of services (including as a director) for, the Company, a Participating Company, and any Affiliates or, in the case of a director, when a director no longer holds office as a director of the Company. For Participants employed outside the United States, the date on which such Participant incurs a Termination of Service shall be the earlier of (i) the last day of the Participant’s active service with the Company, a Participating Company, and any Affiliates or (ii) the last day on which the Participant is considered an employee of the Company, a Participating Company, and any Affiliates, as determined in each case without including any required advance notice period and irrespective of the status of the termination under local labor or employment laws. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company, a Participating Company, and any Affiliates shall not be considered Terminations of Service. With respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, “Termination of Service” shall mean a “separation from service” as defined under Section 409A of the Code to the extent required by Section 409A of the Code to avoid the imposition of any tax or interest or the inclusion of any amount in income thereunder. A Participant has a separation from service within the meaning of Section 409A of the Code if the Participant terminates employment with the Company, Participating Company and any Affiliates for any reason. A Participant will generally be treated as having terminated employment with the Company, Participating Company, and any Affiliates as of a certain date if the Participant and the Company, Participating Company, or Affiliate that employs the Participant reasonably anticipate that the Participant will perform no further services for the Company, Participating Company, or any Affiliate after such date or that the level of bona fide services that the Participant will perform after such date (whether as an employee or an independent contractor) will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services if the Participant has been providing services for fewer than thirty-six (36) months); provided, however, that the employment relationship is treated as continuing while the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six (6) months or, if longer, so long as the Participant retains the right to reemployment with the Company, Participating Company, or any Affiliate.

5. Administration

(a) Committee. The Plan shall be administered by the Committee. The Committee shall, subject to Section 13, have plenary authority to grant Awards pursuant to the terms of the Plan to Eligible Individuals. Among other things, the Committee in its sole discretion shall have the authority, subject to the terms and conditions of the Plan:

(i) to select the Eligible Individuals to whom Awards may from time to time be granted;

(ii) to determine whether and to what extent Awards are to be granted hereunder;

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(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to determine the terms and conditions of each Award granted hereunder, based on such factors as the Committee shall determine, and to approve the form of Award Agreement and any related addendum;

(v) to adopt sub-plans and special provisions applicable to Awards granted to Participants employed outside of the United States, which sub-plans and special provisions may take precedence over other provisions of the Plan, and to approve the form of Award Agreement and any related addendum as may be applicable to such Awards;

(vi) subject to Sections 6(e), 8(e), 13 and 14, to modify, amend or adjust the terms and conditions of any Award;

(vii) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;

(viii) to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto);

(ix) subject to Section 13, to accelerate the vesting or lapse of restrictions of any outstanding Award, based in each case on such considerations as the Committee determines;

(x) to decide all other matters to be determined in connection with an Award;

(xi) to determine whether, to what extent and under what circumstances cash, Shares and other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the Participant;

(xii) to establish any “blackout” period that the Committee deems necessary or advisable; and

(xiii) to otherwise administer the Plan.

(b) Delegation of Authority. To the extent permitted under applicable law and Section 13, the Committee may delegate any of its authority to administer the Plan to any person or persons selected by the Committee, including one or more members of the Committee, and such person or persons shall be deemed to be the Committee with respect to, and to the extent of, its or their authority.

(c) Procedures.

(i) The Committee may act by a majority of its members and, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange and subject to Section 13, through any person or persons to whom it has delegated its authority pursuant to Section 5(b).

(ii) Any authority granted to the Committee may also be exercised by the independent directors of the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

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(d) Discretion of Committee and Binding Effect. Any determination made by the Committee or an appropriately delegated person or persons with respect to the Plan or any Award shall be made in the sole discretion of the Committee or such delegate, including, without limitation, any determination involving the appropriateness or equitableness of any action, unless in contravention of any express term of the Plan. All decisions made by the Committee or any appropriately delegated person or persons shall be final and binding on all persons, including the Company, Participants and Eligible Individuals. Notwithstanding the foregoing, following a Change in Control, any determination by the Committee as to whether “Cause” or “Good Reason” exists shall be subject to de novo review.

(e) Cancellation or Suspension. Notwithstanding any other terms of the Plan (other than Section 8(d)), an Award Agreement or an Award, the Committee or an appropriately delegated person or persons, in its or their sole discretion, shall have full power and authority to determine whether, to what extent and under what circumstances any Award or any portion thereof shall be cancelled or suspended and may cancel or suspend any Award or any portion thereof. Without in any way limiting the generality of the preceding sentence, the following are examples, without limitation, of when all or any portion of an outstanding Award to any Participant may be canceled or suspended: (1) in the sole discretion of the Committee or any appropriately delegated person or persons, a Participant materially breaches (A) any duties of Participant’s employment (whether express or implied), including without limitation Participant’s duties of fidelity, good faith and exclusive service, (B) any general terms and conditions of Participant’s employment such as an employee handbook or guidelines, (C) any policies and procedures of the Company, Participating Company, or any Affiliates applicable to the Participant, or (D) any other agreement regarding Participant’s employment with the Company, Participating Company, or any Affiliates, or (2) without the prior written explicit consent of the Committee or any appropriately delegated person or persons (which consent may be granted or denied in the sole discretion of the Committee or such person or persons), a Participant, while employed by, or providing services to, the Company, Participating Company, or any Affiliates, becomes associated with, employed by, renders services to, or owns any interest in (other than any nonsubstantial interest, as determined by the Committee or any appropriately delegated person or persons in its or their sole discretion), any business that is in competition with the Company, Participating Company, or any Affiliates or with any business in which the Company, Participating Company, or any Affiliates has a substantial interest, as determined by the Committee or any appropriately delegated person or persons in its or their sole discretion.

(f) Award Agreements. The terms and conditions of each Award, as determined by the Committee, shall be set forth in a written (including electronic) Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. Except (i) as otherwise specified by the Committee, in its sole discretion, (ii) as otherwise provided in the Award Agreement, or (iii) in the case of non-executive directors who may not be required to sign or accept an Award, an Award shall not be effective unless the Award Agreement is signed or otherwise accepted by the Participant receiving the Award (including by electronic signature or acceptance). The Committee, in its sole discretion, may deliver any documents related to an Award or Award Agreement by electronic means. Award Agreements may be amended only in accordance with Section 14.

6. Shares Subject to Plan

(a) Plan Maximums. Subject to adjustment as described in Section 6(e), the maximum number of Shares that may be issued pursuant to Awards under the Plan shall be 1.1 million shares.

(b) Individual and Award Limits. Subject to adjustment as described in Section 6(e),

(i) the maximum number of Shares that may be issued pursuant to Options intended to be Incentive Stock Options shall be 20,000 Shares; and

(ii) the maximum number of Shares that may underlie any Options or warrants granted under the Plan to the Adviser, members of the Board, the Sponsor or any Affiliate thereof shall not exceed, in the aggregate, an amount equal to ten percent (10%) of the outstanding Shares as of the date of any such grant.

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(c) Source of Shares. Shares subject to Awards under the Plan may be authorized but unissued Shares or, if required by local law, Shares delivered from a trust established pursuant to applicable law.

(d) Rules for Calculating Shares Issued; No “Share Recycling” for Options or Stock Appreciation Rights. Shares that are subject to Awards granted under the Plan shall be deemed not to have been issued for purposes of the Plan maximums set forth in Sections 6(a) and 6(b) to the extent that:

(i) the Award is forfeited or canceled or the Award terminates, expires or lapses for any reason without Shares having been delivered;

(ii) the Award is settled in cash; or

(iii) the Shares are withheld by the Company to satisfy all or part of any tax withholding obligation related to an Award of Restricted Stock or an Award of a Restricted Stock Unit.

Shares that are tendered or withheld by the Company in payment of the exercise price of Options or Stock Appreciation Rights or to satisfy all or part of any tax withholding obligation related to such an Option or Stock Appreciation Right shall be counted as Shares that were issued. For the avoidance of doubt, Shares subject to an Option or a Stock Appreciation Right issued under the Plan that are not issued in connection with the stock settlement of that Option or Stock Appreciation Right upon its exercise shall not again become available for Awards or increase the number of Shares available for grant.

(e) Adjustment Provision.

(i) In the event of a merger, consolidation, stock rights offering, liquidation, or similar event affecting the Company, a Participating Company, or any Affiliates (each, a “Corporate Event”) or a stock dividend, stock split, reverse stock split, separation, spinoff, Disaffiliation, reorganization, extraordinary dividend of cash or other property, share combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), the Committee or the Board shall make such equitable and appropriate substitutions or adjustments to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (B) the various maximum limitations set forth in Sections 6(a) and 6(b) upon certain types of Awards and upon the grants to individuals of certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards and (D) the exercise price of outstanding Awards.

(ii) In the case of Corporate Events, such adjustments may include, without limitation, (A) the cancellation of outstanding Awards in exchange for payments of cash, securities or other property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Event with respect to which Stockholders receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Event over the exercise price of such Option or Stock Appreciation Right shall conclusively be deemed valid), and (B) the substitution of securities or other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards.

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(iii) In connection with any Disaffiliation, separation, spinoff, or other similar event, the Committee or the Board may arrange for the assumption of Awards, or replacement of Awards with new awards based on securities or other property (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Affiliate (or Participating Company) or business division or by the entity that controls such Affiliate (or Participating Company) or business division following such event (as well as any corresponding adjustments to Awards that remain based upon Company securities). Such replacement with new awards may include revision of award terms reflective of circumstances associated with the Disaffiliation, separation, spinoff or other similar event.

(iv) The Committee may, in its discretion, adjust the Performance Goals applicable to any Awards to reflect any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis or other Company filings with the Securities and Exchange Commission. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, Participating Company, or the applicable Affiliate, business division or other operational unit of, or the manner in which any of the foregoing conducts its business, or other events or circumstances render the Performance Goals to be unsuitable, the Committee may modify such Performance Goals or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable.

(f) Section 409A. Notwithstanding the foregoing: (i) any adjustments made pursuant to Section 6(e) to Awards that are considered “deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code; (ii) any adjustments made pursuant to Section 6(e) to Awards that are not considered “deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment, the Awards either (A) continue not to be subject to Section 409A of the Code or (B) comply with the requirements of Section 409A of the Code; and (iii) in any event, neither the Committee nor the Board shall have the authority to make any adjustments pursuant to Section 6(e) to the extent the existence of such authority would cause an Award that is not intended to be subject to Section 409A of the Code at the Grant Date to be subject thereto.

7. Eligibility and Participation

Awards may be granted under the Plan to Eligible Individuals; provided, however, that Incentive Stock Options may be granted only to ISO Eligible Employees.

8. Options and Stock Appreciation Rights

(a) Options. An Option is a right to purchase a specified number of Shares at a specified price that continues for a stated period of time. Options granted under the Plan may be Incentive Stock Options or Nonqualified Options. The Award Agreement for an Option shall indicate whether the Option is intended to be an Incentive Stock Option or a Nonqualified Option.

(b) Stock Appreciation Rights. A Stock Appreciation Right is a right to receive upon exercise of the Stock Appreciation Right an amount in cash, Shares or both, in value equal to the product of (i) the excess of the Fair Market Value of one Share over the exercise price per Share subject to the applicable Stock Appreciation Right, multiplied by (ii) the number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Shares or both, or shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Stock Appreciation Right.

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(c) Award Agreement. Each grant of an Option and Stock Appreciation Right shall be evidenced by an Award Agreement that shall specify Grant Date, the exercise price, the term, vesting schedule, and such other provisions as the Committee shall determine.

(d) Exercise Price; Not Less Than Fair Market Value. The exercise price per Share subject to an Option or Stock Appreciation Right shall be determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a Share on the Grant Date, except as provided under Section 6(e) or with respect to Options or Stock Appreciation Rights that are granted in substitution of similar types of awards of a company acquired by the Company, Participating Company, or an Affiliate or with which the Company, Participating Company, or an Affiliate combines (whether in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, or otherwise) to preserve the intrinsic value of such awards.

(e) Prohibition on Repricing; No Cash Buyouts. Except as provided in Section 6(e) relating to adjustments due to certain corporate events, the exercise price of outstanding Options or Stock Appreciation Rights may not be amended to reduce the exercise price of such Options or Stock Appreciation Rights, nor may outstanding Options or Stock Appreciation Rights be canceled in exchange for (i) cash, (ii) Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original outstanding Options or Stock Appreciation Rights or (iii) other Awards, unless in each case such action is approved by the Company’s Stockholders.

(f) Prohibition on Reloads. Options or Stock Appreciation Rights shall not be granted under the Plan that contain a reload or replenishment feature pursuant to which a new Option or Stock Appreciation Right would be granted upon receipt or delivery of Shares to the Company in payment of the exercise price or any tax withholding obligation under any other stock option, stock appreciation right or other Award.

(g) Term. The term of an Option or Stock Appreciation Right shall be determined by the Committee; provided, however, such term shall not exceed ten (10) years.

(h) Accelerated Expiration Date. Unless the Committee specifies otherwise in the applicable Award Agreement, an Option or Stock Appreciation Right granted under the Plan will expire upon the earliest to occur of the following:

(i) The original expiration date of the Option or Stock Appreciation Right;

(ii) Death. The one-year anniversary of the Participant’s death;

(iii) Disability. The one-year anniversary of the Participant’s termination of employment with the Company and all Related Companies due to Disability;

(iv) Termination of Employment. The date of the Participant’s termination of employment with the Company and all Related Companies for any reason other than death or Disability. Provided, however, that if the Participant is terminated by the Company other than for Cause or unsatisfactory performance, then 60 days following the Participant’s termination of employment

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(i) Vesting. Options and Stock Appreciation Rights shall have a vesting period of not less than one year from the date of grant except with respect to the death, Disability, involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, the occurrence of a Change of Control as outlined in Section 12 of this Plan, or as may be required or otherwise be deemed advisable by the Committee in connection with an Award granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines.

(j) Method of Exercise and Payment. Subject to the provisions of this Section 8 and the terms of the applicable Award Agreement, Options and Stock Appreciation Rights may be exercised, in whole or in part, by giving written (including electronic) notice of exercise specifying the number of Shares as to which such Options or Stock Appreciation Rights are being exercised and paying, or making arrangements satisfactory to the Company for the payment of, all applicable taxes pursuant to Section 16(d).

In the case of the exercise of an Option, such notice shall be accompanied by payment in full of the exercise price by (i) certified or bank check (ii) delivery of unrestricted Shares of the same class as the Shares subject to the Option already owned by the Participant (based on the Fair Market Value of the Shares on the date the Option is exercised), provided that the Shares have been held by the Participant for such period as may established by the Committee to comply with applicable law or (iii) such other method as the Committee shall permit in its sole discretion (including a broker-assisted cashless exercise or netting of Shares).

(k) No Stockholder Rights. Except as otherwise provided in the applicable Award Agreement, a Participant shall have no right to dividends or any other rights as a Stockholder with respect to Shares subject to an Option or Stock Appreciation Right until such Shares are issued to the Participant pursuant to the terms of the Award Agreement.

9. Restricted Stock

(a) Nature of Awards and Certificates. Shares of Restricted Stock are actual Shares that are issued to a Participant and may be subject to forfeiture under certain circumstances and shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration.

(b) Award Agreement. Each grant of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Grant Date, any period of restriction, the number of shares of Restricted Stock, vesting schedule, and such other provisions as the Committee shall determine.

The Committee may, prior to or at the time of grant, condition the grant or vesting of an Award of Restricted Stock upon (A) the continued service of the Participant, (B) the attainment of Performance Goals or (C) the attainment of Performance Goals and the continued service of the Participant. Any conditions for grant or vesting (if any) and the other provisions of Restricted Stock Awards (including, without limitation, any applicable Performance Goals) need not be the same with respect to each Participant. The conditions for grant or vesting (if any) and the other provisions of Restricted Stock Awards (including, without limitation, any applicable Performance Goals) need not be the same with respect to each Participant.

(c) Vesting.

(i) Generally. Shares of Restricted Stock shall have a vesting period of not less than one year from the date of grant except with respect to the death, Disability, involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, the occurrence of a Change of Control as outlined in Section 12 of this Plan, or as may be required or otherwise be deemed advisable by the Committee in connection with an Award granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines. The Committee shall, prior to or at the time of grant, condition the grant or vesting of an Award of Restricted Stock upon such terms as outlined in the Award Agreement.

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For purposes of an Award to a Non-Executive Director that is granted as of the date of the annual meeting of stockholders, a vesting period shall be deemed to be one year if it runs from the date of one annual meeting of stockholders to the next annual meeting of stockholders provided that such next meetings are at least 50 weeks apart.

(ii) Accelerated Vesting. Unless the Committee specifies otherwise in the applicable Award Agreement, in the event of the death, Disability or involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, a Change of Control as outlined in Section 12 of this Plan, or special circumstances determined by the Committee, an Award of Restricted Stock shall vest as of the termination of employment.

(d) Restricted Shares Non-Transferrable. Subject to the provisions of the Plan and the applicable Award Agreement, during the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Shares of Restricted Stock.

(e) Rights of a Stockholder. Except as otherwise provided in this Section 9 or in the applicable Award Agreement, the Participant shall have, with respect to the Shares of Restricted Stock, all of the rights of a Stockholder of the Company holding the class or series of Shares that is the subject of the Restricted Stock, including, if applicable, voting and dividend rights.

(f) Dividends. Except as otherwise provided in the applicable Award Agreement, cash dividends with respect to the Restricted Stock will be currently paid to the Participant and, subject to Section 16(e) of the Plan, dividends payable in Shares shall be paid in the form of Restricted Stock of the same class as the Shares with which such dividend was paid, held subject to the vesting of the underlying Restricted Stock. If any Shares of Restricted Stock are forfeited, the Participant shall have no right to future cash dividends with respect to such Restricted Stock, withheld stock dividends or earnings with respect to such Shares of Restricted Stock.

(g) Delivery of Shares. If and when any applicable Performance Goals are satisfied and/or any Restriction Period expires without a prior forfeiture of the Shares of Restricted Stock, unrestricted Shares shall be delivered to the Participant as soon as administratively practicable.

(h) Termination of Service. Except as otherwise provided in the applicable Award Agreement, a Participant’s Shares of Restricted Stock shall be forfeited upon his or her Termination of Service.

10. Restricted Stock Units

(a) Nature of Awards. Restricted Stock Units represent a contractual obligation by the Company to deliver a number of Shares, an amount in cash or a combination of Shares and cash equal to the specified number of Shares subject to the Award, or the Fair Market Value thereof, in accordance with the terms and conditions set forth in the Plan and any applicable Award Agreement.

(b) Award Agreement. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the Grant Date, the period of restriction, the number of Restricted Stock Units, vesting schedule, and such other provisions as the Committee shall determine. The Committee may, prior to or at the time of grant, condition the grant or vesting of an Award of Restricted Stock Units upon (A) the continued service of the Participant, (B) the attainment of Performance Goals or (C) the attainment of Performance Goals and the continued service of the Participant. The conditions for grant or vesting and the other provisions of Restricted Stock Units (including, without limitation, any applicable Performance Goals) need not be the same with respect to each recipient.

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(c) Vesting.

(i) Generally. Restricted Stock Units shall have a vesting period of not less than one year from the date of grant except with respect to the death, Disability, involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, the occurrence of a Change of Control as outlined in Section 12 of this Plan, or as may be required or otherwise be deemed advisable by the Committee in connection with an Award granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines. The Committee shall, prior to or at the time of grant, condition the grant or vesting of an Award of Restricted Stock Units upon such terms as outlined in the Award Agreement.

For purposes of an Award to a Non-Executive Director that is granted as of the date of the annual meeting of stockholders, a vesting period shall be deemed to be one year if it runs from the date of one annual meeting of stockholders to the next annual meeting of stockholders provided that such next meetings are at least 50 weeks apart.

(ii) Accelerated Vesting. Unless the Committee specifies otherwise in the applicable Award Agreement, in the event of the death, Disability or involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, a Change of Control as outlined in Section 12 of this Plan, or special circumstances determined by the Committee, an Award of Restricted Stock Units shall vest as of the termination of employment.

(d) Dividend Equivalents. The Committee may, in its discretion, provide for current or deferred payments of cash, Shares or other property corresponding to the dividends payable on the Shares (subject to Section 16(e) below), as set forth in an applicable Award Agreement. If a Participant’s Restricted Stock Units are forfeited, the Participant shall have no right to future dividend equivalents with respect to such Restricted Stock Units, withheld stock dividends or earnings with respect to such Restricted Stock Units.

(e) Termination of Service. Except as otherwise provided in the applicable Award Agreement, a Participant’s Restricted Stock Units shall be forfeited upon his or her Termination of Service.

(f) Payment. Except as otherwise provided in the applicable Award Agreement, Shares, cash or a combination of Shares and cash, as applicable, payable in settlement of Restricted Stock Units shall be delivered to the Participant as soon as administratively practicable after the date on which payment is due under the terms of an Award Agreement.

(g) No Stockholder Rights. Except as otherwise provided in the applicable Award Agreement, a Participant shall have no rights as a Stockholder with respect to Shares subject to Restricted Stock Units until such Shares are issued to the Participant pursuant to the terms of the Award Agreement.

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11. Other Stock-Based Awards

(a) Generally. Other Stock-Based Awards may be granted under the Plan; provided, that any Other Stock-Based Awards that are Awards of Shares that are unrestricted or with a minimum vesting schedule of less than one year shall only be granted in lieu of other compensation due and payable to the Participant. Notwithstanding the foregoing, no more than 5% of the Shares authorized to grant under Section 6 may be granted with a minimum vesting schedule of less than one year

12. Change in Control Provisions

The provisions of this Section 12 shall apply in the case of a Change in Control, unless otherwise provided in the applicable Award Agreement or any other provision of the Plan.

(a) Awards Not Assumed, Etc. in Connection with Change of Control. Upon the occurrence of a transaction that constitutes a Change in Control, if any Awards are not assumed, converted or otherwise equitably converted or substituted in a manner approved by the Committee, then such Awards shall vest immediately at 100 percent (100%) before the Change in Control.

(b) Awards Assumed, Etc. in Connection with Change of Control. Upon the occurrence of a transaction that constitutes a Change in Control, with respect to any Awards that are assumed, converted or otherwise equitably converted or substituted in a manner approved by the Committee, then, in the event of a Participant’s Termination of Service during the twenty-four (24) month period following such Change in Control, (x) by the Company other than for Cause or unsatisfactory performance, or (y) by the Participant for Good Reason:

(i) each outstanding Award shall be deemed to satisfy any applicable Performance Goals at 100 percent (100%) as set forth in the applicable Award Agreement;

(ii) any Options and Stock Appreciation Rights outstanding which are not then exercisable and vested shall become fully exercisable and vested. Any such Option or Stock Appreciation Right held by the Participant as of the date of the Change in Control that remain outstanding as of the date of such Termination of Service may thereafter be exercised until the earlier of the third anniversary of such Change in Control and the last date on which such Option or Stock Appreciation Right would have been exercisable in the absence of this Section 12(b)(ii) (taking into account the applicable terms of any Award Agreement);

(iii) the restrictions and deferral limitations applicable to any Shares of Restricted Stock shall lapse and such Shares of Restricted Stock shall become free of all restrictions and become fully vested and transferable;

(iv) all Restricted Stock Units shall be considered to be earned and payable in full, and any deferral or other restriction shall lapse, and any Restriction Period shall terminate, and such Restricted Stock Units shall be settled in cash or Shares (consistent with the terms of the Award Agreement after taking into account the effect of the Change in Control transaction on the Shares) as promptly as is practicable; and

(v) subject to Section 14, the Committee may also make additional adjustments and/or settlements of outstanding Awards as it deems appropriate and consistent with the Plan’s purposes.

(c) 409A Matters. Notwithstanding the foregoing, if any Award to a Participant who is subject to U.S. income tax is considered a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, this Section 12 shall apply to such Award only to the extent that its application would not result in the imposition of any tax or interest or the inclusion of any amount in income under Section 409A of the Code.

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(d) Other. In the event of a Change in Control, the Committee may in its discretion and upon at least ten (10) days’ advance notice to the affected Participants, cancel any outstanding Awards and pay to the holders thereof, in cash or Shares, or any combination thereof, the value of such Awards based upon the price per Share received or to be received by other Stockholders of the Company as a result of the Change in Control.

13. Section 16(b); Section 409A

(a) Section 16(b).

(i) The provisions of the Plan are intended to ensure that transactions under the Plan are not subject to (or are exempt from) the short-swing recovery rules of Section 16(b) of the Exchange Act and shall be construed and interpreted in a manner so as to comply with such rules.

(ii) Notwithstanding any other provision of the Plan to the contrary, if for any reason the appointed Committee does not meet the requirements of Rule 16b-3 of the Exchange Act, such noncompliance with the requirements of Rule 16b-3 of the Exchange Act shall not affect the validity of Awards, grants, interpretations or other actions of the Committee.

(b) Section 409A. It is the intention of the Company that any Award to a Participant who is subject to U.S. income tax that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code shall comply in all respects with the requirements of Section 409A of the Code to avoid the imposition of any tax or interest or the inclusion of any amount in income thereunder, and the terms of each such Award shall be interpreted, administered and deemed amended, if applicable, in a manner consistent with this intention. Notwithstanding the foregoing, neither the Company, a Participating Company, nor any of its Affiliates nor any of its or their directors, officers, employees, agents or other service providers will be liable for any taxes, penalties or interest imposed on any Participant, Beneficiary or other person with respect to any amounts paid or payable (whether in cash, Shares or other property) under any Award, including any taxes, penalties or interest imposed under or as a result of Section 409A of the Code. Notwithstanding any other provision of the Plan to the contrary, with respect to any Award to any Participant who is subject to U.S. income tax that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code:

(i) any payments (whether in cash, Shares or other property) to be made with respect to the Award upon the Participant’s Termination of Service that would otherwise be paid within six (6) months after the Participant’s Termination of Service shall be accumulated (without interest, to the extent applicable) and paid on the first (1^st) day of the seventh (7^th) month following the Participant’s Termination of Service if the Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the uniform policy adopted by the Committee with respect to all of the arrangements subject to Section 409A of the Code maintained by the Company, a Participating Company and any Affiliates); and

(ii) any payment to be made with respect to an Award of Restricted Stock Units shall be delivered no later than sixty (60) days after the date on which payment is due under the Award or as otherwise permitted under Treasury Regulations section 1.409A-3(g) for any portion of the payment subject to a dispute.

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14. Amendment and Discontinuance

(a) Amendment and Discontinuance of the Plan. The Board or the Committee may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of a Participant with respect to a previously granted Award without such Participant’s consent, except such an amendment made to comply with applicable law or Applicable Exchange rule or to prevent adverse tax or accounting consequences to the Company or Participants. Notwithstanding the foregoing, no such amendment shall be made without the approval of the Company’s Stockholders (i) to the extent such approval is required (A) by applicable law or Applicable Exchange rule as in effect as of the date hereof or (B) under applicable law or Applicable Exchange rule as may be required after the date hereof, (ii) to the extent such amendment would materially increase the benefits accruing to Participants under the Plan, (iii) to the extent such amendment would materially increase the number of securities which may be issued under the Plan or to a Participant or (iv) to the extent such amendment would materially expand the eligibility for participation in the Plan.

(b) Amendment of Awards. Subject to Section 8(d), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall materially impair the rights of any Participant with respect to an Award without the Participant’s consent, except such an amendment made to cause the Plan or Award to comply with applicable law, Applicable Exchange rule or to prevent adverse tax or accounting consequences for the Participant or the Company, a Participating Company, or any Affiliates.

15. Unfunded Status of Plan

It is currently intended that the Plan constitute an “unfunded” plan. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Shares or make payments; provided, however, that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.

16. General Provisions

(a) Conditions for Issuance. The Committee may require each person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates or book entry for such Shares may include any legend or appropriate notation that the Committee deems appropriate to reflect any restrictions on transfer, and the Committee may take such other steps as it deems necessary or desirable to restrict the transfer of Shares issuable under the Plan to comply with applicable law or Applicable Exchange rules. Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver Shares under the Plan unless such issuance or delivery complies with all applicable laws, rules and regulations, including the requirements of any Applicable Exchange or similar entity and the Company has obtained any consent, approval or permit from any federal, state or foreign governmental authority that the Committee determines to be necessary or advisable.

(b) Additional Compensation Arrangements. Nothing contained in the Plan shall prevent the Company, Participating Company, or any Affiliate from adopting other or additional compensation arrangements for its employees.

(c) No Contract of Employment. Neither the Plan nor any Award Agreement shall constitute a contract of employment, and neither the adoption of the Plan nor the granting of any Award shall confer upon any employee any right to continued employment. Neither the Plan nor any Award Agreement shall interfere in any way with the right of the Company, a Participating Company, or any Affiliate to terminate the employment of any employee at any time.

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(d) Required Taxes; No Tax Gross Ups. No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local or foreign income or employment or other tax purposes with respect to any Award under the Plan, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Shares, including Shares that are part of the Award that gives rise to the withholding requirement, having a Fair Market Value on the date of withholding equal to the minimum amount required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company, Participating Company, and any Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Shares. Regardless of any arrangements made by the Company, Participating Company, any Affiliate or the Committee with respect to the withholding or other payment of any federal, state, local or foreign taxes of any kind, the liability for all such taxes legally due from a Participant remains the responsibility of the Participant. By accepting an Award, a Participant consents to the methods of tax withholding established by the Committee or otherwise made or arranged by the Company.

(e) Limitation on Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units, shall only be permissible if sufficient Shares are available under Section 6 for such reinvestment or payment (taking into account then outstanding Awards). In the event that sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Stock Units equal in number to the Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units on the terms contemplated by this Section 16(e).

(f) Rights of a Beneficiary. Any amounts payable and any rights exercisable under an Award after a Participant’s death shall be paid to and exercised by the Participant’s Beneficiary, except to the extent prohibited by applicable law, Applicable Exchange rule or the terms of an applicable Award Agreement.

(g) Affiliate Employees. In the case of a forfeiture or cancellation of an Award to an employee of any Affiliate, all Shares underlying such Awards shall revert to the Company.

(h) Governing Law and Interpretation. The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to principles of conflict of laws. The captions of the Plan are not part of the provisions hereof and shall have no force or effect.

(i) Non-Transferability. Awards under the Plan cannot be sold, assigned, transferred, pledged or otherwise encumbered other than by will or the laws of descent and distribution, except as provided in Section 6(e).

(j) Foreign Employees and Foreign Law Considerations. The Committee may grant Awards to Eligible Individuals who are foreign nationals, who are employed outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) tax, legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan. Notwithstanding any other provision of the Plan, Awards to Participants who are employed and/or otherwise subject to the laws of a jurisdiction outside of the United States shall be subject to such terms and conditions as the Committee shall establish and set forth in an applicable Award Agreement, including any addendum thereto.

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(k) Use of English Language. The Plan, each Award Agreement, and all other documents, notices and legal proceedings entered into, given or instituted pursuant to an Award shall be written in English, unless otherwise determined by the Committee. If a Participant receives an Award Agreement, a copy of the Plan or any other documents related to an Award translated into a language other than English, and if the meaning of the translated version is different from the English version, the English version shall control.

(l) Recovery of Amounts Paid. All Awards granted under the Plan shall be subject to any policy established by the Committee under which the Company may recover from current and former Participants any amounts paid or Shares issued under an Award and any proceeds therefrom. The Committee may apply such policy to Awards granted before the policy is adopted to the extent required by applicable law or Applicable Exchange rule or as otherwise provided by such policy.

(m) Notices. A notice or other communication to the Committee shall be valid only if given in the form and to the location specified by the Committee.

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EX-10.10

Exhibit 10.10

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

2023 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT FOR NON-EXECUTIVE DIRECTORS

This Restricted Stock Award Agreement (this “Award Agreement”) sets forth the terms of an Award of Shares granted to you by Invesco Commercial Real Estate Finance Trust, Inc. (the “Company”) pursuant to Section 9 of the Invesco Commercial Real Estate Finance Trust, Inc. 2023 Equity Incentive Plan (the “Plan”). (All capitalized terms used but not defined herein have the meanings given them in the Plan.)

Participant Name: _______________________________________________
Grant Date:	___________ Number of Restricted Shares: _________

1. Vesting: Subject to the conditions of the Plan and this Award Agreement, the Company hereby grants to you the number of Restricted Shares set forth above, which shall become vested and non-forfeitable as of the first anniversary of the Grant Date. This Award of Shares is granted to you as part of your compensation as a non-executive director of the Company.

2. Plan Controls; Restricted Shares. In consideration of this Award, you hereby promise to honor and to be bound by the Plan and this Award Agreement, including the following terms and conditions, which serve as the agreed basis for your Award. The terms contained in the Plan are incorporated into and made a part of this Award Agreement, and this Award Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and this Award Agreement, the provisions of the Plan shall control and be deemed to amend the Award Agreement.

3. Transferability: Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered. Upon your Termination of Service for any reason other than as set forth in Paragraph 4 hereof, you shall forfeit all of your right, title and interest in and to the Restricted Shares as of the date of your Termination of Service.

4. Expiration and Termination of Restrictions. The restrictions imposed under Paragraph 3 hereof will expire, and the Restricted Shares will become unrestricted Shares, on the earliest to occur of the following:

a. the first anniversary of the Grant Date, provided that you have not experienced a Termination of Service before such date, or

b. in the event of your Termination of Service due to death or Disability, as of the date of your Termination of Service, or

c. in the event of your Termination of Service due to resignation or retirement, as of the first anniversary of the Grant Date; provided, however, in the event such voluntary Termination of Service occurs before the first anniversary of the Grant Date, a prorated number of Restricted Shares (based on the proration of the one-year period between the Grant Date and the first anniversary of the Grant Date that you served as a director, rounded down to the nearest whole Share) will be converted to Shares as of the first anniversary of the Grant Date, and you will forfeit the remaining Restricted Shares; or

d. in the event of a Change in Control and this Award Agreement is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control, as of the date of such Change in Control; or

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e. in the event of your Termination of Service following a Change in Control that occurs after the Grant Date but before the first anniversary of the Grant Date, by the Company other than for Cause, as of the first anniversary of the Grant Date.

Upon the expiration or termination of an applicable restriction set forth in this Paragraph 4, unrestricted Shares will be delivered to you as soon thereafter as practicable.

5. Stockholder Rights. Upon issuance of the Restricted Shares, you shall have all of the rights of a Stockholder with respect to the Restricted Shares, including voting and dividend rights.

6. Data Privacy. Pursuant to applicable personal data protection laws, the Company hereby notifies you of the following in relation to your personal data and the collection, use, processing and transfer (collectively, the “Use”) of such data in relation to the Company’s grant of the Restricted Shares and your participation in the Plan. The Use of your personal data is necessary for the Company’s administration of the Plan and your participation in the Plan. Your denial and/or objection to the Use of personal data may affect your participation in the Plan. As such, you voluntarily acknowledge, consent and agree (where required under applicable law), to the Use of personal data as described in this Paragraph 6.

The Company holds certain personal information about you, which may include your name, home address and telephone number, date of birth, social security number or other identification number, any Shares held by you, details of all Restricted Shares or any other entitlement to Shares awarded in your favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by you or collected, where lawful, from the Company, Affiliates or third parties, and the Company will process the Data for the exclusive purpose of implementing, administering and managing your participation in the Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in your country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such data are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for your participation in the Plan.

The Company will transfer Data among its Affiliates as necessary for the purpose of implementation, administration and management of your participation in the Plan, and the Company may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. You hereby authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf to a broker or other third party with whom you may elect to deposit any Shares acquired pursuant to the Plan. You may, at any time, exercise your rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in the Plan. You may seek to exercise these rights by contacting Invesco, Manager, Sr. Executive Compensation, 1555 Peachtree Street, NE, Atlanta, Georgia 30309.

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7. Notice. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Invesco Commercial Real Estate Finance Trust, Inc, Legal Department, 2001 Ross Avenue, Suite 3400, Dallas, Texas 7501, or to any other address designated by the Company in a written notice to you. Notices to you will be directed to your address then currently on file with the Company, or to any other address given by you in a written notice to the Company.

8. Compliance with Laws. As a condition to the grant of these Restricted Shares, you agree to take any and all actions, and consent to any and all actions taken by the Company and the Company’s local Affiliates, as may be required to allow the Company and the Company’s local Affiliates to comply with local laws, rules and regulations in your country of residence. Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence.

9. Additional Requirements. The Company reserves the right to impose other requirements on the Restricted Shares, any Shares acquired pursuant to the Restricted Shares, and your participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Restricted Shares and the Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

10. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Shares by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

This Award shall be effective as of the Grant Date set forth above. This Award is subject to the terms and conditions of the Plan. The terms of this Award Agreement may be amended only as set forth in the Plan.

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EX-10.11

Exhibit 10.11

CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”, HAS BEEN OMITTED FROM THISEXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

VALUATION SERVICES AGREEMENT

This VALUATION SERVICES AGREEMENT (this “Agreement”) is made on May 9, 2023 by and between CAPRIGHT PROPERTY ADVISORS, LLC, an Illinois limited liability company (CAPRIGHT”), and Invesco Commercial Real Estate Finance Trust, Inc., a Maryland Corporation (“INVESCO”).

WHEREAS, INVESCO intends to conduct (i) a private offering of its common stock pursuant to a confidential private placement memorandum (as amended and supplemented from time to time, the “Memorandum”), and (ii) a registration of its common stock with the Securities and Exchange Commission on a Registration Statement on Form 10 (as amended and supplemented from time to time, the “Registration Statement”), at prices based upon the net asset value (“NAV”) per share for each class of common stock being offered; and

WHEREAS, INVESCO desires that CAPRIGHT perform limited desktop real estate appraisals (“Property Appraisals”) of underlying collateral (the “Subject Properties”) of each of INVESCO’s Credit Assets.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties agree as follows:

l . SERVICES. CAPRIGHT will perform services set for below in accordance with INVESCO’s valuation guidelines adopted by INVESCO’s board of directors (the “Board”), as amended from time to time (the “Valuation Guidelines”):

(a) Perform Property Appraisals for each of the Subject Properties on the annual anniversary of the loan closing. Property Appraisals will be delivered to Invesco Advisers, Inc., the external adviser to INVESCO, or any replacement advisor (the “Adviser”), promptly after such valuations becomes available. All Property Appraisals will be performed in accordance with the Code of Ethics & Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice (“USPAP”) of the Appraisal Foundation. Each Property Appraisal must be reviewed, approved and signed by an MAI designated member of the Appraisal Institute (“MAI”). The professional staff members assigned to this engagement must be appropriately qualified to perform the work, and their work must be reviewed by other qualified MAIs. The resumes of professionals working on this engagement have been provided to INVESCO prior to the date hereof and shall be provided prior to each subsequent renewal of the term of this Agreement or upon any proposed change in such professionals working on this engagement; provided, that CAPRIGHT shall have received the approval of INVESCO prior to making any change in the professionals working on this engagement, such approval to be in INVESCO’s sole discretion .

(b) Independently assemble and maintain Argus, Excel or other models to ensure that property-specific information provided by INVESCO is accurately reflected in the Property Appraisal.

(c) Deliver the following items to INVESCO within an agreed upon time frame:

i. Draft and final real estate appraisal reports for each Subject Property;

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ii. Final Argus models developed by CAPRIGHT;

iii. Portfolio-level analytics report detailing key information used to determine property values, including the following for each Subject Property: property name, property type, property location, square feet owned, current value conclusion, previous value conclusion, discount rate, cap rates, occupancy, rent per square foot owned, market rent, market rent growth and any other pertinent statistics;

iv. Explanation of current value conclusions compared to previous values; and

v. Explanations of outlying property conclusions compared to similar properties in INVESCO’s portfolio or the general market.

(d) Provide interim Property Appraisals of the Subject Properties outside the annual valuation cycle if (i) the Adviser or INVESCO notifies CAPRIGHT of a property specific material event and CAPRIGHT in its judgment, believes that the value for the Subject Property has changed materially as a result of the property specific material event, (ii) as requested by the Adviser or in the judgment of CAPRIGHT, as a result of a capital market material event, or (iii) CAPRIGHT determines it necessary to confirm any valuation previously communicated to the Adviser. CAPRIGHT shall perform and deliver the new valuation to INVESCO within three business days of the material event unless CAPRIGHT and the Adviser agree that additional time is necessary.

(e) Property Appraisals shall not require a property inspection. INVESCO may require CAPRIGHT to perform occasional inspections of Subject Properties for appropriate review and reconciliation of valuation issues. INVESCO shall reimburse CAPRIGHT for business and related travel expenses (transportation, meals, and lodging) in connection with the assignment and are subject to prior written approval by INVESCO.

(f) Monitor, together with the Adviser, overall market conditions and communicate conditions CAPRIGHT believes could materially impact the underlying collateral value of any of INVESCO’s Credit Assets.

(g) Review the Valuation Guidelines, in cooperation with the Adviser, at least annually and provide its feedback on the operations of the valuation procedure described therein to INVESCO and the Adviser.

(h) Prepare, in cooperation with the Adviser, an annual plan to determine when the Property Appraisals will occur.

2. PAYMENT FOR SERVICES. To receive compensation for the services rendered by CAPRIGHT, CAPRIGHT shall submit an invoice to INVESCO and shall receive the amounts set forth in Exhibit A hereto in accordance with the terms and conditions set forth therein. Such amounts shall be paid quarterly, in arrears, within thirty (30) business days after receipt by INVESCO of each invoice.

3. REPRESENTATIONS AND WARRANTIES.

(a) Representations and Warranties of INVESCO. INVESCO represents and warrants to CAPRIGHT that:

i. It has been duly authorized by proper corporate action to enter into this Agreement and perform its obligations hereunder.

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ii. The execution, delivery and performance of this Agreement will not materially violate any provision of applicable law or any agreement or instrument to which it is bound.

iii. It has obtained and will maintain any and all necessary approvals, orders, consents, authorizations, certificates, licenses, permits, or validations of, or exemptions or other actions by, or recordings or registrations with any federal, state and local governmental or regulatory or supervisory authority, or any self-regulatory organization (each, a “Governmental Entity”) having jurisdiction over it that is or will be necessary in connection with the execution and delivery of this Agreement, or its performance of or compliance with the terms and conditions of this Agreement.

iv. There are no actions, suits or proceedings pending, or to the knowledge of INVESCO, threatened against lNVESCO which could reasonably be expected to have a material adverse effect on the ability of INVESCO to comply with the terms of this Agreement.

v. INVESCO or its agents will supply CAPRIGHT with the property-specific information reasonably necessary to enable CAPRIGHT to perform its duties pursuant to this Agreement. This information may include, but not be limited to: rent rolls, annual operating statements and budgets, leases or lease abstracts, access to the property and the property managers if necessary, engineering reports, environmental reports, updates regarding tenant activities if necessary, capital expenditures and budgets, and acquisition or disposition activity.

vi. INVESCO or its agents will promptly notify CAPRIGHT of any material event of which it is reasonably aware that could impact the real estate related to one or more of the Subject Properties.

(b) Representations and Warranties of CAPRIGHT. CAPRIGHT represents and warrants to NVESCO that:

i. It has been duly authorized by proper corporate action to enter into this Agreement and perform its obligations hereunder.

ii. The execution, delivery and performance of this Agreement will not materially violate any provision of applicable law or any agreement or instrument to which it is bound.

iii. It has obtained and will maintain any and all necessary approvals, orders, consents, authorizations, certificates, licenses, permits, or validations of, or exemptions or other actions by, or recordings or registrations that are or will be necessary in connection with the execution and delivery of this Agreement, or its performance of or compliance with the terms and conditions of this Agreement.

iv. There are no actions, suits or proceedings pending, or to the knowledge of INVESCO, threatened against CAPRIGHT which could reasonably be expected to have a material adverse effect on the ability of CAPRIGHT to comply with the terms of this Agreement.

v. It will perform services in a professional and workmanlike manner.

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vi. It will maintain professional liability and errors and omissions insurance coverage as set forth in Section 12 hereof.

4. EFFECTIVE DATE. This Agreement shall be effective as of the date first written above (the “Effective Date”).

5. CONFIDENTIALITY.

(a) Confidentiality Obligations. Neither party will disclose to any third party without the prior written consent of the other party any confidential information which is received from the other party for the purposes of providing or receiving services pursuant to this Agreement which (i) if disclosed in tangible form, is marked confidential, (ii) if disclosed in any other manner, is confirmed in writing as being confidential or (iii) if disclosed in tangible form or otherwise, is manifestly confidential; it being understood that the reports prepared by CAPRIGHT for INVESCO shall be considered confidential information. Each party agrees that any confidential information received from the other party shall only be used for the purposes of providing or receiving the services under this Agreement or any other contract between the parties.

(b) Exceptions to Restrictions. The restrictions set forth in this Section 5 will not apply to any information which (i) is or becomes generally available to the public other than as a result of a breach of an obligation by the receiving party, (ii) is acquired from a third party who, to the recipient’s knowledge, owes no obligation of confidence with respect to the information or (iii) is or has been independently developed by the recipient.

(c) Permitted Disclosure. Notwithstanding paragraphs (a) and (b) of this Section 5,either party will be entitled to disclose confidential information of the other party to (i) the disclosing party’s insurers or legal advisors or (ii) a third party to the extent that such disclosure is required by any court of competent jurisdiction or a governmental or regulatory authority or where there is a legal right, duty or requirement to disclose; provided, however, that where reasonably practicable (and without breaching any legal or regulatory requirement), prompt notice in writing shall first be given to the other party.

(d) Term of Confidentiality. The parties’ respective confidentiality obligations will terminate two years after the expiration or termination of this Agreement.

6. ACKNOWLEDGEMENT. CAPRIGHT acknowledges that (i) the valuations included in the Property Appraisals provided pursuant hereto will be used or incorporated into INVESCO’s Registration Statement and periodic filings with the U.S. Securities and Exchange Commission (the “SEC”), (ii) CAPRIGHT will be named and described in the Registration Statement and in any amendments and supplements to the Registration Statement filed with the SEC, as INVESCO’s independent valuation advisor for its properties, (iii) CAPRIGHT will be named as an expert in the Registration Statement filed with the SEC, (iv) in connection with the foregoing subsections (i), (ii) and (iii), CAPRIGHT will provide a consent in a form satisfactory to CAPRIGHT and INVESCO to be attached as an exhibit to the Registration Statement, (v) CAPRIGHT’s provision of the aforementioned consent is subject to INVESCO’s providing CAPRIGHT a commercially reasonable opportunity to review and consent to references to CAPRIGHT in any regulatory filing which require CAPRIGHT to be named as an expert, and (vi) this Agreement will be filed with the SEC. CAPRIGHT also acknowledges that it will be named as INVESCO’ s independent valuation advisor and its role in the calculation of NAV will be disclosed in the Memorandum and other offering documents related to the private placement of common stock by INVESCO .

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7. WORK PRODUCT.

(a) Permitted Disclosure. INVESCO agrees to treat the CAPRIGHT work product with the utmost confidentiality and shall not disseminate, distribute, make available or otherwise publish the CAPRIGHT work product to any third party except to (i) any third party service provider (such as INVESCO’s attorneys, accountants or consultants) using the CAPRIGHT work product in the course of providing services for the sole benefit of INVESCO, (ii) as required by statute, government regulation, legal process or judicial decree, provided that CAPRIGHT is informed of such disclosure (if permitted by law) so that CAPRIGHT may attempt to object to or limit such disclosure or (iii) as otherwise permitted under this Agreement.

(b) INVESCO Responsibilities. CAPRIGHT will rely on information provided by INVESCO, will not verify the accuracy of such information, and CAPRIGHT shall not be responsible for any inaccuracy in such information.

(c) Intended Use. INVESCO agrees and understands that the Property Appraisal reports will be subject to CAPRIGHT’s General Assumptions and Limiting Conditions attached as Exhibit B hereto, which will be incorporated into the report. All users of the Property Appraisal reports are specifically cautioned to understand the Assumptions and Limiting Conditions as well as any extraordinary assumptions and hypothetical conditions which may be employed by CAPRIGHT and incorporated into the report. Moreover, all users should consider the report as only one factor together with its independent investment considerations and underwriting criteria in its overall investment decision.

(d) Intended User. CAPRIGHT is performing the Services for INVESCO’s sole use and not for any other purpose. INVESCO acknowledges that any third parties who obtain access to any Property Appraisal reports are not authorized to use or rely upon such reports unless they are expressly permitted to rely thereon pursuant to this Agreement or a separate reliance or consent letter issued by CAPRIGHT at its sole discretion.

8. TERM OF AGREEMENT. This Agreement shall continue in force for a period of three years from the Effective Date (“Initial Term”), with three successive one-year renewals. The renewal terms will automatically commence unless this Agreement is terminated by either party with ninety (90) calendar days’ notice prior to the end of the Initial Term or the current renewal term. Notwithstanding the foregoing, this Agreement may be terminated (i) by a party hereto immediately upon a material breach of this Agreement by the other party; provided, however, that the breaching party has the opportunity to cure such breach, if curable within a thirty (30) calendar day period, (ii) by INVESCO immediately in the event that INVESCO determines (a) not to proceed with or discontinues the private offering of its common stock pursuant to the Memorandum or (b) not to proceed with registration of its common stock with the SEC or otherwise discontinues the offering of INVESCO’s common stock or (iii) by INVESCO with thirty (30) calendar days’ notice upon the approval of the Board, including a majority of its independent directors. The parties’ obligations under Sections 2, 5, 6, 7, 8, 10, 11, 13, 17 and 18 of this Agreement shall survive termination of this Agreement. Except as set forth herein or as otherwise required by law, upon expiration or termination hereof, CAPRIGHT shall have no further obligations under this Agreement including, without limitation, any obligation to update any quarterly Property Appraisal reports or related information.

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9. INDEPENDENT ADVISOR. The parties agree that CAPRIGHT is being retained as an independent contractor to perform the Services and nothing in this Agreement shall be deemed to create any other relationship between CAPRIGHT and INVESCO. CAPRIGHT shall be solely responsible for the actions and inactions of itself and of its affiliates, and their respective members, officers, directors, employees, advisors, legal counsel, contractors, and agents (“CAPRIGHT Representatives”). CAPRIGHT shall not, and it not authorized to, enter into contracts or agreements on behalf of INVESCO or to otherwise create obligations of INVESCO to third parties.

10. INDEMNIFICATION.

(a) INVESCO agrees to indemnify and hold harmless CAPRIGHT and CAPRIGHT Representatives (collectively, the “Indemnified Parties”), from and against any losses, claims. damages, demands, and liabilities (“Damages”), joint or several, related to or arising in any manner out of INVESCO’s (i) gross negligence, fraud, or willful misconduct, (ii) material breach of the terms of this Agreement or (iii) violation of applicable law in connection with the performance of its duties under this Agreement (the “Indemnified Activities”). Notwithstanding the foregoing, INVESCO shall not be liable in respect of any Damages that a court of competent jurisdiction shall have determined by final non-appealable judgment resulted solely from the gross negligence, fraud or willful misconduct of an Indemnified Party.

(b) CAPRIGHT agrees to indemnify and hold harmless INVESCO, its employees, directors, officers and agents, from and against any Damages, joint or several, related to or arising in any manner out of CAPRIGHT’s (i) gross negligence, fraud, or willful misconduct, (ii) material breach of the terms of this Agreement or (iii) violation of applicable law in connection with the performance of its duties under this Agreement.

(c) The indemnifying party agrees not to enter into any waiver, release or settlement of any threatened or pending investigative, administrative, judicial or regulatory claim, action, proceeding or investigation arising in any manner out of any Indemnified Activities (collectively “Proceedings”) which would be binding on the Indemnified Party (whether or not any Indemnified Party is a formal party to such Proceeding) without prior written consent of the Indemnified Party (which consent not to be unreasonably withheld), unless such waiver, release or settlement includes and unconditional release of the applicable Indemnified Parties from all liability arising out of such Proceeding.

(d) This Section 10 shall remain operative and in full force and effect regardless of any withdrawal, termination, or failure to initiate or consummate any transaction contemplated by this Agreement.

11. LIMITATION OF LIABILITY. ANYTHING IN THE AGREEMENT TO THE CONTRARY NOTWITHSTANDING, UNDER NO CIRCUMSTANCES WHATSOEVER SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER.

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12. INSURANCE. CAPRIGHT agrees to obtain and maintain and keep in full force and effect, at CAPRIGHT’s expense, the forms of insurance with the minimum limits of insurance stated in this Section 12. Each insurance policy will be maintained with an insurer having a rating of at least an “A-” in the most currently available Best’s Insurance Reports. CAPRIGHT will provide for at least thirty (30) days’ prior written notice to INVESCO in the event of any cancellation or material reduction in limits. CAPRIGHT will annually furnish INVESCO with certificates of insurance in satisfactory form, evidencing its compliance with these provisions. CAPRIGHT will maintain at least the following:

(a) Statutory workers’ compensation covering all state and local requirements;

(b) Employer’s liability with a limit of $1,000,000 for one or more claims arising from each accident;

(c) Commercial general liability, written on an occurrence basis, with a minimum per occurrence combined single limit of $2,000,000 and a minimum aggregate combined single limit of $4,000,000;

(d) Umbrella / Excess Liability Insurance with limits of no less than $3,000,000 per occurrence and in the aggregate;

(e) Errors and Omissions insurance with limits of no less than $1,000,000 per occurrence and $2,000,000 in the aggregate which includes coverage for third party claims arising out of the negligent act, error or omission of CAPRIGHT; and

(f) Fidelity bond (AKA crime insurance) at $100,000 per occurrence and aggregate, including third party liability or client coverage.

13. Publication. CAPRIGHT agrees that INVESCO may disclose CAPRIGHT’s name and capacity as an independent valuation advisor without restriction.

14. COLLECTION. If it becomes necessary to place collection of the fees and expenses due CAPRIGHT in the hands of a collection agent and/or an attorney (whether or not a legal action is filed) INVESCO agrees to pay all fees and expenses including reasonable attorney’s fees incurred by CAPRIGHT in connection with the collection or attempted collection thereof.

15. USE OF INVESCO NAME. Unless informed to the contrary by INVESCO in writing, CAPRIGHT may use the name of INVESCO in promotional materials, provided no reference is made to the services performed or properties involved.

16. THIRD PARTY BENEFICIARIES. INVESCO acknowledges that CAPRIGHT, in connection with its engagement hereunder, is acting as an independent contractor with duties owing solely to INVESCO and that nothing in this Agreement is intended to confer upon any other person (other than the persons indemnified in Section I 0 hereof) any rights, benefits or remedies hereunder or by reason hereof.

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17. NOTICES. All notices, requests, instructions, or documents required hereunder shall be in writing and delivered personally or via a recognized overnight delivery service mailed to the following:

To INVESCO:   Invesco Commercial Real Estate Finance Trust, Inc. 2001 Ross Avenue, Suite 3400 Dallas, TX 75201 Attn: Rivka Altman To CAPRIGHT:   401 North Michigan Avenue, Suite 1750 Chicago, IL 60611 Attn: Jules H. Marling, IV

18. AMENDMENT; ASSIGNMENT; OTHER MATTERS.

(a) Governing Law; Exclusive Jurisdiction; Jury Trial. This Agreement and any dispute relating to the Services will be governed by and construed, interpreted and enforced in accordance with the laws of the State of Georgia without giving effect to any provisions relating to conflict of laws that require the laws of another jurisdiction to apply. The parties hereto (a) irrevocably consent to the exclusive jurisdiction of the state and federal courts located in the County of Fulton, Atlanta, Georgia in any action, suit or proceeding arising out of or relating to this Agreement, and (b) irrevocably consent that any process or notice or motion or other application to the court or judge thereof may be served within or outside of the State of Georgia by registered or certified mail or nationally-recognized overnight delivery service, or by personal service, provided a reasonable time for appearance is allowed. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING, WHETHER AT LAW OR EQUITY, BROUGHT BY ANY OF THEM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(b) Entire Agreement. This Agreement (including exhibits hereto) contains the entire agreement and understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior oral and written agreements, if any, between the parties. This Agreement shall be binding upon and inure to the benefit of INVESCO, CAPRIGHT, the other Indemnified Parties and their respective successors and assigns.

(c) Counterparts. This Agreement may be executed in two or more counterparts and may be delivered by e-mail or facsimile, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.

(d) No Joint Venture. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency relationship or other joint enterprise between them.

(e) Amendment. No change, modification or alteration of this Agreement shall be effective unless in writing and signed by both parties.

(f) Assignment. Neither party may assign its rights and/or obligations hereunder without the prior written consent of the other party.

(g) Severability. The provisions of this Agreement are independent and severable from each other. If any term, clause or provision of this Agreement is deemed invalid or unenforceable for any reason, the remainder of this Agreement shall remain valid and enforceable in accordance with its terms.

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IN WITNESS WHEREOF, the undersigned have executed this Valuation Services Agreement as of the date set forth above.

CAPRIGHT PROPERTY ADVISORS, LLC	INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.
/s/ Jules H. Marling, IV	/s/ Beth Zayicek
By: Jules H. Marling, IV	By: Beth Zayicek
Its: CEO & Managing Principal	Its: Chief Operating Officer
Date: 5/11/2023	Date: 5/8/2023

Signature Page to Valuation Services Agreement

EXHIBIT A

FEES

[*****]

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EXHIBIT B

GENERAL ASSUMPTIONS AND LIMITING CONDITIONS

1. Unless otherwise specifically noted in the body of the report, it is assumed that title to the property or properties appraised are clear and marketable and that there are no recorded or unrecorded matters or exceptions to title that would adversely affect marketability or value. Capright is not aware of any title defects nor has it been advised of any unless such is specifically noted in the report. Capright, however, has not examined title and makes no representations relative to the condition thereof. Documents dealing with liens, encumbrances, easements, deed restrictions, clouds and other conditions that may affect the quality of the title have not been reviewed. Insurance against financial loss resulting in claims that may arise out of defects in the subject title(s) should be sought from a qualified title company that issues or insures title to real property. Capright assumes no private deed restrictions, limiting the use of the subject in any way.

2. Unless otherwise specifically noted in the body of this report, it is assumed: that the property or properties being appraised are structurally sound, seismically safe and code conforming; that all building systems (mechanical/electrical, HVAC, elevator, plumbing, etc.) are, or will be upon completion, in good working order with no major deferred maintenance or repair required; that the roof and exterior are in good condition and free from intrusion by the elements; that the property or properties have been engineered in such a manner that it or they will withstand any known elements such as windstorm, hurricane, tornado, flooding, earthquake, or similar natural occurrences; and, that the improvements, as currently constituted, conform to all applicable local, state, and federal building codes and ordinances. Capright’s professionals are not engineers and are not competent to judge matters of an engineering nature. Capright has not retained independent structural, mechanical, electrical, or civil engineers in connection with this appraisal and, therefore, makes no representations relative to the condition of improvements. Unless otherwise specifically noted in the body of the report: no problems were brought to the attention of Capright by ownership or management; Capright inspected less than 100 percent of the entire interior and exterior portions of the improvements; and Capright was not furnished with any engineering studies by the owners or by the party requesting this appraisal. If questions in these areas are critical to the decision process of the reader, the advice of competent engineering consultants should be obtained and relied upon. It is specifically assumed that any knowledgeable and prudent purchaser would, as a precondition to closing a sale, obtain a satisfactory engineering report relative to the structural integrity of the property and the integrity of building systems. Structural problems and or building system problems may not be visually detectable. If engineering consultants retained should report negative factors, of a material nature, or if such are later discovered, relative to the condition of improvements, such information could have a substantial negative impact on the conclusions reported in this appraisal. Accordingly, Capright reserves the right to amend the appraisal conclusions reported herein, if engineering consultants report negative findings.

3. Unless otherwise stated in this report, the existence of hazardous material, which may or may not be present on the property, was not observed by the appraisers. The appraisers have no knowledge of the existence of such materials on or in the property. The appraisers, however, are not qualified to detect such substances. The presence of substances such as asbestos, urea formaldehyde foam insulation, contaminated ground water or other potentially hazardous materials may affect the value of the property. The value estimate is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in this field, if desired.

4. It is assumed that all factual data furnished by the client, property owner, owner’s representative, or persons designated by the client or owner to supply said data are accurate and correct unless otherwise specifically noted in the appraisal report. Unless otherwise specifically noted in the appraisal report, Capright has no reason to believe that any of the data furnished contains any material error. Information and data referred to in this paragraph include, without being limited to, numerical street address, lot and block numbers, Assessor’s Parcel Numbers, land dimensions, square footage area of the land, dimensions of the improvements, gross building areas, net rentable areas, usable areas, unit count, room count, rent schedules, income data, historic operating expenses, budgets, and related data. Any material error in any of the above data could have a substantial impact on the conclusions reported. Thus, Capright reserves the right to amend conclusions reported if made aware of any such error. Accordingly, the client-addressee should carefully review all assumptions, data, relevant calculations, and conclusions within 30 days after the date of delivery of this report and should immediately notify Capright of any questions or errors.

5. Unless otherwise noted in the body of the report, it is assumed that there are no mineral or sub-surface rights of value involved in this appraisal and that there are no air or development rights of value that may be transferred.

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6. Unless otherwise noted in the body of the report, it is assumed that no changes in the present zoning ordinances or regulations governing use, density, or shape are being considered.

7. It is assumed that all information and data furnished by third parties in connection with the preparation of this report are accurate and correct, and Capright has no reason to believe to the contrary unless such is specifically noted in the body of the report. Information included in this context refers to zoning data comparable rental and sales data, verification of factual data, and general market data.

8. This study is not being prepared for use in connection with litigation. Accordingly, no rights to expert testimony, pretrial or other conferences, deposition, or related services are included with this appraisal, except as specifically noted.

9. This study may not be duplicated in whole or in part without the specific written consent of Capright nor may this report or copies hereof be transmitted to third parties without said consent, which consent Capright reserves the right to deny. Exempt from this restriction is duplication for the internal use of the client-addressee and/or transmission to attorneys, accountants, or advisors of the client-addressee. Also exempt from this restriction is transmission of the report to any court, governmental authority, or regulatory agency having jurisdiction over the party/parties for whom this appraisal was prepared, provided that this report and/or its contents shall not be published, in whole or in part, in any public document without the express written consent of Capright, which consent Capright reserves the right to deny. Finally, this report shall not be advertised to the public or otherwise used to induce a third party to purchase the property or to make a “sale” or “offer for sale” of any “security,” as such terms are defined and used in the Securities Act of 1933, as amended. Any third party, not covered by the exemptions herein, who may possess this report, is advised that they should rely on their own independently secured advice for any decision in connection with this property. Capright shall have no accountability or responsibility to any such third party.

10. Unless specifically set forth in the body of the report, nothing contained herein shall be construed to represent any direct or indirect recommendation of Capright to buy, sell, or hold the property or properties at the value or values stated. Such decisions involve substantial investment strategy questions and must be specifically addressed in consultation form.

11. If included in the analysis, cash flows are forecasts of estimated future operating characteristics and are predicated on the information and assumptions contained within the report. Any projections of income, expenses, and economic conditions utilized in this report are not predictions of the future. Rather, they are estimates of current market expectations of future income and expenses. The achievement of the financial projections will be affected by fluctuating economic conditions and is dependent upon other future occurrences that cannot be assured. Actual results may vary from the projections contained herein. Capright does not warrant that these forecasts will occur. Projections may be affected by circumstances beyond the current realm of knowledge or control of Capright.

12. The Americans with Disabilities Act (ADA) became effective January 26, 1992. Notwithstanding any discussion of possible readily achievable barrier removal construction items in this report, Capright has not made a specific compliance survey and analysis of this property to determine whether it is in conformance with the various detailed requirements of the ADA. It is possible that a compliance survey of the property together with a detailed analysis of the requirements of the ADA could reveal that the property is not in compliance with one or more of the requirements of the ADA. If so, this fact could have a negative effect on the values estimated herein. Since Capright has no specific information relating to this issue, nor is Capright qualified to make such an assessment, the effect of any possible non-compliance with the requirements of the ADA was not considered in estimating the value of the subject.

13. Unless otherwise noted, the value conclusion represents a 100 percent interest in the property appraised free and clear of any mortgage debt that may be outstanding.

14. Capright assumes that the readers of this appraisal report are sophisticated businesspersons who are well versed in real estate principles and conventions.

15. The research and preparation of this appraisal took place prior to our date of value. The reported value is predicated on the specific assumption that the status of the property as of the date of valuation is not materially different than it was as of the date of Capright’s last inspection of the subject. The appraisal is based on real estate and economic conditions and projections as best perceived as of the date of this report.

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EX-10.12

Exhibit 10.12

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

DEALER MANAGER AGREEMENT

August 23, 2023

Invesco Distributors, Inc.

11 Greenway Plaza

Suite 1000

Houston, Texas 77046-1173

Ladies and Gentlemen:

Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”), is offering (the “Offering”) upon the terms and conditions set forth in the Company’s Confidential Private Placement Memorandum (as amended, restated or supplemented from time to time, including all appendixes and exhibits thereto, the “Memorandum”), shares of the Company’s Class S Common Stock (“Class S Shares”), Company’s Class S-1 Common Stock (“Class S-1 Shares”), Class D Common Stock (“Class D Shares”), Class I Common Stock (“Class I Shares”) and Class E Common Stock (“Class E Shares”), $0.01 par value per share (collectively, the “Shares”). The Offering is a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation D promulgated under the Securities Act (“Regulation D”). Each subscriber will be required to enter into a subscription agreement (as may be amended by the Company from time to time, the “Subscription Agreement”), and will, upon acceptance of the subscription by the Company, become a stockholder of the Company (individually a “Stockholder” and collectively the “Stockholders”).

Except as otherwise agreed by the Company and the Dealer Manager (as defined below), Shares sold through the Dealer Manager are to be sold through the Dealer Manager, as the dealer manager, and the Participating Distribution Agents (as defined below) with whom the Dealer Manager has entered into or will enter into Participating Distribution Agreements (as defined below). The Shares will be offered and sold to the public as described under the caption “Plan of Distribution” in the Memorandum. The purchase price per Share will vary and will generally equal the prior month’s net asset value (“NAV”) per Share applicable to the class of Shares being purchased, as determined monthly (in accordance with the NAV calculation procedures described in the Memorandum), or at a different offering price made available to investors in cases where the Company believes there has been a material change to the NAV per Share since the end of the prior month, which is referred to herein as the “transaction price,” plus in either case any applicable upfront selling commissions and dealer manager fees, subject in certain circumstances to reductions thereof as described in the Memorandum. For stockholders who participate in the DRP, the cash distributions attributable to the class of Shares that each stockholder owns will be automatically invested in additional Shares of the same class. All Shares sold pursuant to the DRP are to be issued and sold to stockholders of the Company at a purchase price equal to the transaction price of the applicable class of Shares on the date that the distribution is payable.

The Shares will be offered and sold in the Offering during a period commencing on the date of the Memorandum and continuing until the earliest to occur of: (1) the date upon which the maximum offering amount of Shares, as set forth in the Memorandum, is sold; and (2) the date upon which the Company terminates the Offering (in each case, the “Termination Date”). It is understood that no sale of Shares will be effective unless and until accepted by the Company.

Upon the terms and conditions contained in this Dealer Manager Agreement (this “Agreement”), the Company hereby appoints Invesco Distributors, Inc., a Delaware corporation, to act as the exclusive dealer manager (the “Dealer Manager”) for the Offering to solicit, or cause to be solicited, purchasers of the Shares on a “best efforts” basis in the Offering upon the terms and conditions set forth in the Memorandum. The Dealer Manager hereby accepts the engagement.

Terms not defined herein shall have the same meaning as in the Memorandum.

In consideration of the mutual covenants and conditions hereinafter set forth and other good and valuable consideration, the receipt of which is hereby acknowledged by the parties, the parties agree as follows:

1. Representations and Warranties of the Company. The Company hereby represents and warrants as follows as of the date hereof; provided, that, to the extent such representations and warranties are given only as of a specified date or dates, the Company only make such representations and warranties as of such date or dates:

(a) Private Placement Memorandum. From the date hereof and at all times subsequent thereto up to and including the Termination Date, the Memorandum will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no warranty or representation with respect to any statement contained in the Memorandum made in reliance upon and in conformity with information furnished in writing to the Company by the Dealer Manager or any Participating Distribution Agent (as defined in Section 3(b) below) expressly for use in the Memorandum.

(b) Status. The Company is a corporation duly formed and validly existing under the Maryland General Corporation Law and is in good standing with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

(c) Authorization of Agreement. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Company and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws of the United States, any state or any political subdivision thereof that affect creditors’ rights and remedies generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited by applicable law or public policy.

(d) Non-contravention; Consent. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not and will not result in a breach of any of the terms and provisions of, or constitute a default under:

(i) the Company’s or any of its subsidiaries’ charters, bylaws or other organizational documents, as the case may be;

(ii) any statute, indenture, mortgage, deed of trust, voting trust agreement, note, lease or other agreement or instrument to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound; or

(iii) any rule, regulation or order of any court or other governmental agency or body with jurisdiction over the Company, any subsidiary or any of their respective properties, except for such conflicts, breaches or defaults that do not result in and could not reasonably be expected to result in, individually or in the aggregate, a Company MAE (as defined below).

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No consent, approval, authorization or order of any court or governmental agency or body has been or is required for the performance of this Agreement or for the consummation of the transactions contemplated herein by the Company except as have been obtained under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or as may be required under the applicable “blue sky” or other state securities laws in connection with the offer and sale of the Shares or under the laws of states in which the Company or any of its subsidiaries may own real properties in connection with its qualification to transact business in those states or as may be required by subsequent events which may occur.

As used in this Agreement, “Company MAE” means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that is, or could reasonably be expected to be, materially adverse to (A) the condition, financial or otherwise, earnings, business, affairs or prospects of the Company and its subsidiaries considered as a whole or (B) the ability of the Company to perform its obligations under this Agreement or the validity or enforceability of this Agreement or the Shares.

(e) Pending Actions. Except as disclosed in the Memorandum, there are no actions, suits or proceedings against, or investigations of, the Company or any of its subsidiaries pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries before any court, arbitrator, administrative agency or other tribunal:

(i) challenging the validity of this Agreement;

(ii) seeking to prevent the issuance of the Shares or the consummation of any of the transactions contemplated by this Agreement;

(iii) that would reasonably be expected to materially and adversely affect the performance by the Company of its obligations under, or the validity or enforceability of, this Agreement or the Shares;

(iv) that would reasonably be expected to result in a Company MAE, or

(v) seeking to affect adversely the federal income tax attributes of the Shares.

The Company shall provide prompt notice to the Dealer Manager of the occurrence of any action, suit, proceeding or investigation of the type referred to above arising or occurring on or after the date of the Agreement.

(f) Authorization of Shares. The issuance and sale of the Shares has been duly authorized by the Company, and, when issued and duly delivered against payment therefor as contemplated by this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and the issuance and sale of the Shares by the Company are not subject to preemptive or other similar rights arising by operation of law, under the charter or bylaws of the Company or under any agreement to which the Company is a party or otherwise. The Shares conform in all material respects to the description of the Shares contained in the Memorandum.

(g) Investment Company. The Company does not intend to conduct its business so as to be an “investment company” as that term is defined in the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, and it will exercise reasonable diligence to ensure that it does not become an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

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(h) REIT Qualifications. The Company will make a timely election to be subject to tax as a real estate investment trust (“REIT”) pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), for its taxable year ended December 31 of the year in which the Company commences material operations. The Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT. The Company’s current and proposed method of operation as described in the Memorandum will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.

(i) Material Adverse Change. Since the respective dates as of which information is given in the Memorandum, except as may otherwise be stated therein or contemplated hereby, there has not occurred a Company MAE, whether or not arising in the ordinary course of business.

(j) Government Permits. The Company and its subsidiaries possess all certificates, authorities, permits, licenses, approvals consents and other authorizations (collectively “Government Permits”) issued by the appropriate state, federal, local or foreign regulatory agencies or bodies necessary to conduct the business contemplated or operated by them, other than those Government Permits the failure of which to possess or own, would not cause, individually or in the aggregate, a Company MAE. Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Government Permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Company MAE.

(k) Disqualifying Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in an Offering, any beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, a “Company Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualifying Event”) except for a Disqualifying Event contemplated by Rule 506(d)(2) or (d)(3). The Company has exercised, and during the term of an Offering will continue to exercise, reasonable care to determine whether any Company Covered Person, any Dealer Manager Covered Person (as defined below) and any Participating Dealer Covered Person (as defined in the Participating Distribution Agreement) is subject to a Disqualifying Event. The Company will immediately comply, to the extent applicable, with its disclosure obligations under Rule 506(e), and will immediately effect the preparation of an amended or supplemented Memorandum that will contain any such required disclosure and will, at no expense to the Dealer Manager (unless the Dealer Manager’s Disqualifying Event or any Participating Distribution Agent’s Disqualifying Event is the sole reason for the required amended or supplemented Memorandum, in which case the Dealer Manager shall bear the cost of preparation and distribution of such amended or supplemented Memorandum), promptly furnish the Dealer Manager with such number of printed copies of such amended or supplemented Memorandum containing any such required disclosure, including any exhibits thereto, as the Dealer Manager may reasonably request.

2. Representations and Warranties of the Dealer Manager. The Dealer Manager hereby represents and warrants as follows as of the date hereof; provided, that, to the extent such representations and warranties are given only as of a specified date or dates, the Dealer Manager only make such representations and warranties as of such date or dates:

(a) Status. The Dealer Manager is a Delaware corporation duly formed and validly existing under the General Corporation Law of the State of Delaware with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

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(b) Broker-Dealer. The Dealer Manager 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 of FINRA, and a broker or dealer duly registered as such in those states or jurisdictions where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement. Each employee and representative of the Dealer Manager have all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement.

(c) Authorization of Agreement. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Dealer Manager and constitutes the valid and binding agreement of the Dealer Manager, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws of the United States, any state or any political subdivision thereof that affects creditors’ rights or remedies generally or by equitable principles relating to the availability of remedies and except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited by applicable law or public policy.

(d) Non-contravention. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not and will not result in a breach of any of the terms and provisions of, or constitute a default under:

(i) the Dealer Manager’s charter, bylaws or other organizational documents, as applicable;

(ii) any statute, indenture, mortgage, deed of trust, voting trust agreement, note, lease or other agreement or instrument to which the Dealer Manager is a party or by which the Dealer Manager is bound; or

(iii) any rule or regulation or order of any court or other governmental agency or body with jurisdiction over the Dealer Manager except for such conflicts, breaches or defaults that do not result in and could not reasonably be expected to result in, individually or in the aggregate, a Dealer Manager MAE (as defined below).

No consent, approval, authorization or order of any court or governmental agency or body has been or is required for the performance of this Agreement or for the consummation of the transactions contemplated herein by the Dealer Manager except as have been obtained under the Securities Act or the Exchange Act, from FINRA or as may be required under the applicable “blue sky” or other state securities laws in connection with the offer and sale of the Shares or under the laws of states in which the Dealer Manager may be required to qualify to transact business.

As used in this Agreement, “Dealer Manager MAE” means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that is, or could reasonably be expected to be, materially adverse to (A) the condition, financial or otherwise, earnings, business, affairs or prospects of the Dealer Manager or (B) the ability of the Dealer Manager to perform its obligations under this Agreement or the validity or enforceability of this Agreement against the Dealer Manager.

(e) None of (i) the Dealer Manager, (ii) any of the Dealer Manager’s directors, executive officers, other officers participating in the Offering, general partners or managing members, (iii) any of the directors, executive officers or other officers participating in the Offering of any such general partner or managing member of the Dealer Manager, or (iv) any other officers or employees of the Dealer Manager or any such general partner or managing member of the Dealer Manager that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering (each, a “Dealer Manager Covered Person” and, collectively, the “Dealer Manager Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to 506(d)(1)(viii) under

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the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event (a) contemplated by Rule 506(d)(2) of the Securities Act and (b) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualifying Event occurring after the date hereof, prior to the date of any further offering of Shares. The Dealer Manager has exercised and will continue to exercise reasonable care to determine the identity of each person that is a Dealer Manager Covered Person and whether any Dealer Manager Covered Person is subject to a Disqualifying Event. The Dealer Manager will promptly notify the Company in writing of (x) any Disqualifying Event relating to any Dealer Manager Covered Person not previously disclosed to the Company in accordance with this Section 2(e) and (y) any event that would, with the passage of time, become a Disqualifying Event relating to any Dealer Manager Covered Person.

(f) The information under the caption “Plan of Distribution” in the Memorandum and all other information furnished to the Company by the Dealer Manager in writing expressly for use in the Memorandum or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

3. Offering and Sale of the Shares.

(a) Engagement of Dealer Manager. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company hereby engages and appoints the Dealer Manager as its exclusive dealer manager to offer, and to cause Participating Distribution Agents to offer, on a “best efforts” basis, the Shares in the Offering on the terms and conditions set forth in the Memorandum and in the Subscription Agreement. The Dealer Manager hereby accepts such engagement and agrees to act as dealer manager during the period commencing with the date hereof and ending on the Termination Date (the “Offering Period”).

(b) Participating Distribution Agents. The Dealer Manager is authorized to enter into participating dealer agreements materially in the form attached as Exhibit A to this Agreement or in such other form as shall be pre-approved in writing by the Company (each, a “Participating Dealer Agreement”) with broker-dealers who are members of FINRA in good standing to solicit subscriptions for Shares in the Offering at the purchase price to be paid in accordance with, and otherwise upon the other terms and conditions set forth in, the Memorandum (“Participating Dealers”). The Dealer Manager may also enter into participating adviser agreements materially in the form attached as Exhibit B to this Agreement or in such other form as shall be pre-approved in writing by the Company (each, a “Participating Adviser Agreement”) with registered investment advisers registered with the Securities and Exchange Commission (the “SEC”) (“Participating Advisers”), as well as participating bank agreements in such form as shall be pre-approved in writing by the Company (each, a “Participating Bank Agreement,” and together with the Participating Dealer Agreement and Participating Adviser Agreement, each, a “Participating Agreement”) with properly licensed financial intermediaries (“Participating Banks,” and together with Participating Dealers and Participating Advisers, “Participating Distribution Agents”, and any such Participating Agreements, “Participating Distribution Agreements”).

4. Dealer Manager Compensation.

(a) Upfront Selling Commissions and Dealer Manager Fees. Subject to any discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Memorandum or this Section 4, the Company shall pay (subject to the proviso in the immediately following sentence) the Dealer Manager upfront selling commissions of up to 3.5% of the transaction price of each Class S Share and each Class S-1 Share sold in the Offering and upfront selling commissions of up to 1.5% of the transaction price of each Class D Share sold in the Offering. No upfront dealer manager fees will be paid with respect to the sale of Class I Shares or Class E Shares, or Shares of any class sold pursuant to the DRP.

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The Company may pay reduced upfront selling commissions or may eliminate selling commissions on certain sales of Shares, on the terms set forth in the Memorandum. No selling commissions or dealer manager fees will be paid in connection with (i) the sale of Shares to Invesco Ltd. or its affiliates, or (ii) any Shares sold pursuant to the DRP.

The applicable selling commissions and dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Shares. All or a portion of the selling commissions and dealer manager fees received by the Dealer Manager may be reallowed (paid) by the Dealer Manager to Participating Distribution Agents who sold the Shares giving rise to such selling commissions and dealer manager fees, as described more fully in the Participating Agreement entered into with each such Participating Distribution Agent.

(b) Stockholder Servicing Fees. Subject to any special circumstances or limitations described in or otherwise provided in the “Plan of Distribution” section of the Memorandum or this Section 4, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to Class S Shares equal to 0.85% per annum of the aggregate NAV of outstanding Class S Shares, with respect to Class S-1 Shares equal to 0.85% per annum of the aggregate NAV of outstanding Class S-1 Shares, and with respect to Class D Shares equal to 0.25% per annum of the aggregate NAV of the outstanding Class D Shares. The Company will pay the stockholder servicing fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the stockholder servicing fee to the Participating Distribution Agents who sold the Shares giving rise to a portion of such stockholder servicing fee, in each case to the extent the Participating Distribution Agreement with such Participating Distribution Agent provides for such a reallowance and such Participating Distribution Agent is in compliance with the terms of such Participating Distribution Agreement related to such reallowance. Notwithstanding the foregoing, subject to the terms of the Memorandum, at such time as the Participating Distribution Agent who sold the Shares giving rise to a portion of the stockholder servicing fee is no longer the broker-dealer of record/custodian with respect to such Shares or no longer satisfies any or all of the conditions in the applicable Participating Distribution Agreement giving rise to a portion of the stockholder servicing fee, then such Participating Distribution Agent’s entitlement to the stockholder servicing fees related to such Shares shall cease and such Participating Distribution Agent shall not receive the stockholder servicing fee for any portion of the month in which such party is not eligible to receive the stockholder servicing fees on the last day of the month. Broker-dealer transfers will be made effective as of the start of the first business day of a month. Thereafter, such stockholder servicing fees may be reallowed to the then-current broker-dealer of record of the Shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Distribution Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. All determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer Manager may also reallow some or all of the stockholder servicing fees to other broker-dealers who provide services with respect to the Shares giving rise to a portion of the stockholder servicing fee (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement.

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(c) Stockholder Servicing Fees Limitation. The Company will cease paying the stockholder servicing fees with respect to any Class S Share or Class D Share held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the Company’s transfer agent, determines that total upfront selling commissions, upfront dealer manager fees and stockholder servicing fees paid with respect to the Shares held by such stockholder within such account would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such Shares (including the gross proceeds of any Shares issued under the DRP upon the reinvestment of distributions paid with respect thereto or with respect to any Shares issued under the DRP directly or indirectly attributable to such Shares). At the end of such month, each such Class S Share or Class D Share will convert into a number of Class I Shares (including any fractional Shares), each with an equivalent aggregate NAV as such Share. In addition, the Company will cease paying the stockholder servicing fees on the Class S Shares, Class S-1 Shares and Class D Shares on the earlier to occur of the following: (i) a listing of a class of stock of the Company or (ii) the Company’s merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets, in each case in a transaction in which Stockholders receive cash or securities listed on a national securities exchange.

(d) Adviser Reimbursement. In addition to the other items of underwriting compensation set forth in this Section 4, the Company or Invesco Advisers, Inc., the Company’s adviser (the “Adviser”), shall reimburse the Dealer Manager for all items of underwriting compensation referenced in the Memorandum, to the extent the Memorandum indicates that they will be paid by the Company or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA.

(e) Right to Reject Orders or Cancel Sales. All orders, whether initial or additional, are subject to acceptance by and shall only become effective upon confirmation by the Company, which reserves the right to reject any order for any or no reason. Orders not accompanied by a Subscription Agreement and the required payment for the Shares may be rejected. Issuance of the Shares will be made only after acceptance of the subscription from the Company and actual receipt by the Company of payment therefor. If any check is not paid upon presentment, or if the Company is not in actual receipt of clearinghouse funds or cash, certified or cashier’s check or the equivalent in payment for the Shares, the Company reserves the right to cancel the sale without notice.

(f) Commissions after the Rejection of a Subscriber. No upfront selling commissions or dealer manager fees shall be payable on any subscription rejected by the Company. The Company may reject a subscription for any reason or for no reason.

(g) Reallowance. The terms of any reallowance of selling commissions, dealer manager fees and the stockholder servicing fees shall be set forth in the Participating Distribution Agreement, Servicing Agreement or similar agreement entered into with the Participating Distribution Agents or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Participating Distribution Agent or Servicing Dealer for direct payment or reallowance of any selling commissions, dealer manager fees or stockholder servicing fees to such Participating Distribution Agent or Servicing Dealer, the payment or reallowance, as applicable, of any selling commissions, dealer manager fees or stockholder servicing fees to such Participating Distribution Agent or Servicing Dealer being the sole and exclusive responsibility of the Dealer Manager. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Dealer Manager by making direct payment of selling commissions, dealer manager fees or stockholder servicing fees to Participating Distribution Agents or Servicing Dealers on behalf of the Dealer Manager without incurring any liability.

(h) Reasonable Bona Fide Due Diligence Expenses. In addition to any payments to the Dealer Manager pursuant to this Section 4, the Company may reimburse the Dealer Manager or any Participating Distribution Agent for reasonable bona fide due diligence expenses incurred by the Dealer Manager or any Participating Distribution Agent. The reimbursable due diligence expenses include expenses for travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or Participating Distribution Agents and their respective personnel when visiting the Company’s offices or

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properties or properties related to the Company’s assets to verify information relating to the Company and its properties and assets. Also, the Company shall only reimburse the Dealer Manager or any Participating Distribution Agent for approved bona fide due diligence expenses to the extent the expenses have actually been incurred and are supported by detailed and itemized invoice(s) provided to the Company.

5. Covenants of the Company. The Company covenants and agrees with the Dealer Manager that:

(a) If, at any time prior to the Termination Date, the Memorandum, as then amended or supplemented, would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is otherwise necessary, in the Company’s reasonable discretion, at any time to amend or supplement the Memorandum, the Company promptly will notify the Dealer Manager (unless notice of the need to amend or supplement the Memorandum shall have been received from the Dealer Manager), and the Dealer Manager will notify all Participating Distribution Agents to suspend the offering and sale of the Shares hereof until such time as the Company, in its sole discretion (i) has prepared any required supplement or amendment to the Memorandum; and (ii) instructs the Dealer Manager to resume the offer and sale of the Shares.

(b) The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with copies of (i) the Memorandum and all amendments and supplements thereto, (ii) any supplemental sales literature or advertisement (including, without limitation, any “financial professional use only” material), regardless of how labeled or described, to use in addition to the Memorandum in connection with the Offering which previously has been, or hereafter is, approved for use and furnished by the Company (collectively, the “Authorized Sales Literature”), and (iii) any other information with respect to the Company as the Dealer Manager may from time to time reasonably request, in each case as soon as available and in such quantities as the Dealer Manager may reasonably request.

(c) The Company will make any filings regarding the Offering that may be required by the SEC or any state securities administration, including without limitation preparing or causing to be prepared, executed and timely filed with the SEC a Notice on Form D relating to the Offering under Regulation D and with applicable state securities regulatory agencies. Subject to the Dealer Manager’s actions and the actions of others in connection with the Offering, the Company will comply with all requirements imposed upon it by Regulation D and other applicable securities laws, including applicable state “blue sky” registration exemptions.

(d) The Company shall advise the Dealer Manager of any request made by the SEC or any state securities administrator to amend or supplement the Memorandum or for additional information or of the issuance by the SEC of any stop order or of any other order preventing or suspending the use of the Memorandum or the institution of any proceedings for that purpose. The Company shall use its commercially reasonable best efforts to prevent the issuance of any such order and, if any such order is issued, to obtain the removal thereof as promptly as possible.

6. Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with the Company that the Dealer Manager shall:

(a) With respect to the Dealer Manager’s participation and the participation by each Participating Distribution Agent in the offer and sale of Shares (including, without limitation any resales and transfers of Shares), the Dealer Manager will comply, and in its Participating Agreements will require each Participating Distribution Agent to comply, in all material respects with all applicable requirements of (i) the Securities Act, the Exchange Act, the rules and regulations of the SEC promulgated under the Securities Act and the Exchange Act (including, without limitation, Regulation D) and all other federal rules and regulations applicable to the Offering, (ii) applicable state securities or “blue sky” laws, (iii) the rules set forth in the FINRA rulebook applicable to the Offering, and (iv) with respect to each Participating Distribution Agent, the applicable Participating Agreement.

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(b) The Dealer Manager will, and will require that each Participating Distribution Agent, (i) conduct all offering and solicitation efforts in a transaction or series of transactions intended to be exempt from the registration requirements under the Securities Act pursuant to Rule 506(b) of Regulation D, as set forth in the Memorandum, and applicable state securities laws and regulations, (ii) not offer or sell Shares by any means otherwise inconsistent with this Agreement or the Memorandum, and (iii) not engage in any general advertising or general solicitation activities in connection with the Offering or any sale of Shares.

(c) The Dealer Manager shall use and distribute in conjunction with the Offering and the sale of Shares only the Memorandum and Authorized Sales Literature, and in offering the Shares for sale, the Dealer Manager shall not give or provide any information or make any representation other than those contained in the Memorandum or any Authorized Sales Literature. The Dealer Manager will not show or give to any investor or prospective investor or reproduce any material or writing that is marked “financial professional use only” or otherwise bears a legend denoting that it is not to be used in connection with the sale of Shares to any investor or prospective investor or show or give to any investor or prospective investor in a particular jurisdiction any material or writing if the material bears a legend denoting that it is not to be used in connection with the sale of Shares in the applicable jurisdiction.

(d) The Dealer Manager shall solicit purchases of the Shares for the account of the Company only in those jurisdictions in which the Dealer Manager is legally qualified to so act and in which the Dealer Manager has been advised in writing by the Company that solicitation is permissible under the laws of the applicable jurisdiction. The Company shall specify only those jurisdictions in which Shares may be offered and sold in reliance on exemptions from the registration requirements of those jurisdictions’ securities laws. Unless otherwise specified by the Company in writing, no Shares shall be offered or sold for the account of the Company in any other states or jurisdictions.

(e) The Dealer Manager will, and will require that each Participating Distribution Agent, suspend or terminate the offer and sale of Shares in the Offering upon request of the Company at any time and to resume offering and sale of the Shares in the Offering upon subsequent request of the Company in its sole discretion.

(f) The Dealer Manager will, and will require each Participating Distribution Agent to, only offer Shares to persons it reasonably believes, on the basis of information obtained from the potential investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager or an associated person:

(i) the person is an “accredited investor” as defined in Rule 501(a) of the Securities Act and also meets the investor suitability standards as may be established by the Company and set forth in the Memorandum;

(ii) has such knowledge and experience in financial and business matters that the offeree is capable of evaluating the merits and risks of an investment in the Shares; and

(iii) is a person for which an investment in the Shares are otherwise suitable; and

(iv) was not solicited through the use of general solicitation.

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(g) During the course of the Offering, the Dealer Manager will comply, and shall direct each Participating Distribution Agent who enters into a Participating Distribution Agreement with the Dealer Manager to comply with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation, Regulation Best Interest, the provisions of Regulation D and, if applicable, FINRA Rule 2111. The Dealer Manager shall direct each Participating Distribution Agent who enters into a Participating Distribution Agreement with the Dealer Manager to make, or cause to be made, inquiries as required by this Agreement, the Memorandum or applicable law of all prospective investors to ascertain whether a purchase of an investment in the Shares is suitable for the prospective investor.

(g) The Dealer Manager shall require Participating Distribution Agents to represent in its Participating Distribution Agreements that they will maintain, for at least six (6) years, or for the period of time required to comply with all applicable federal, state or other regulatory requirements, whichever is later, records of the information obtained from each investor and used to determine each investor met the suitability standards imposed on the offer and sale of the Shares in the Offering (both at the time of the initial subscription and at the time of any additional subscriptions).

7. Anti-Money Laundering. The Company and the Dealer Manager shall comply with applicable laws and regulations, including federal and state securities laws, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), Executive Order 13224 – Executive Order on Terrorist Financing Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, and applicable rules of FINRA. In accordance with these applicable laws and regulations, the Company and the Dealer Manager shall take reasonable efforts to verify the identity of new customers, maintain customer records, and check the names of new customers against government watch lists, including the Office of Foreign Asset Control’s list of Specially Designated Nationals and Blocked Persons. Further, the Company and the Dealer Manager shall provide the Financial Crimes Enforcement Network with information regarding: (a) the identity of a specified individual or organization; (b) an account number; (c) all identifying information provided by the account holder; and (d) the date and type of transaction, upon request. All parties will manually monitor account activity to identify patterns of unusual size or volume, geographic factors and any other “red flags” described in the Patriot Act as potential signals of money laundering or terrorist financing, and disclose such activity to applicable federal and state law enforcement when required by law. The Company and the Dealer Manager reserve the right to reject account applications from new customers who fail to provide necessary account information or who intentionally provide misleading information.

8. Indemnification.

(a) To the extent permitted by the Company’s articles of amendment and restatement (as amended or restated from time to time, the “Charter”) and subject to the limitations set forth in this Section 8, the Company shall indemnify and hold harmless the Dealer Manager, each Participating Distribution Agent, their respective officers and directors and each person, if any, who controls the Dealer Manager or any Participating Distribution Agent within the meaning of Section 15 of the Securities Act (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”), from and against any and all loss, liability, action, claim, damage and expense whatsoever (“Losses”), joint or several, to which such Indemnified Parties may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses arise out of or are based upon (i) any untrue statement of a material fact contained in (a) the Memorandum or (b) any additional materials generated by the Company for the purpose of promoting the sale of Shares (any such materials, “Authorized Sales Materials”), or (ii) the omission to state in the Memorandum or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such indemnity shall not apply to any such Losses arising out of or based upon any untrue statement or omission made in reliance upon and in conformity with written information furnished by or on behalf of an Indemnified Party specifically for inclusion in the Memorandum or any Authorized Sales Materials, and provided, further, that the Company will not be liable for the portion of any Losses suffered by any Indemnified Party in any such case if it is determined that such Indemnified Party was at fault in connection with such portion of the Losses. The Company will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending such Losses.

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The foregoing indemnity agreement of this Section 8(a) is subject to the further condition that, insofar as it relates to any untrue statement or omission made in the Memorandum that was eliminated or remedied in any subsequent amendment or supplement thereto, such indemnity agreement shall not inure to the benefit of an Indemnified Party from whom the person asserting any Losses purchased the Shares that are the subject thereof, if a copy of the Memorandum as so amended or supplemented was not sent or given to such person at or prior to the time the subscription of such person was accepted by the Company, but only if a copy of the Memorandum as so amended or supplemented had been supplied to the Dealer Manager or Participating Distribution Agent prior to such acceptance.

(b) The Dealer Manager shall indemnify and hold harmless the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (the “Company Indemnified Parties”), from and against any Losses to which any of the Company Indemnified Parties may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses arise out of or are based upon (i) any untrue statement of a material fact contained in (1) the Memorandum or (2) any Authorized Sales Materials; or (ii) the omission to state in the Memorandum or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that clauses (i) and (ii) apply, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Dealer Manager specifically for inclusion in the Memorandum or Authorized Sales Materials; (iii) any use by the Dealer Manager or its representatives or agents in the offer and sale of the Shares of (1) sales literature that is not Authorized Sales Material, (2) “financial professional use only” materials with investors, or (3) Authorized Sales Material in a particular jurisdiction if such Authorized Sales Material bears a legend denoting that it is not to be used in connection with the sale of Shares in such jurisdiction; (iv) any untrue statement made by the Dealer Manager or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Shares; (v) any material violation of this Agreement; (vi) any failure to comply with applicable laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the Patriot Act; or (vii) any other failure to comply with applicable rules of FINRA or federal or state securities laws and the rules and regulations promulgated thereunder. The Dealer Manager will reimburse the Company Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending such Losses. This indemnity agreement will be in addition to any liability that the Dealer Manager may otherwise have.

(c) By virtue of entering into a Participating Agreement, each Participating Distribution Agent will severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective officers and directors and each person, if any, who controls the Company or the Dealer Manager within the meaning of the Securities Act, from and against any Losses to which any such person may become subject, as more fully described in each Participating Agreement.

(d) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, notify in writing the indemnifying party of the commencement thereof. The failure of an indemnified party to so notify the indemnifying party will relieve the indemnifying party from any liability under this Section 8 as to the particular item for which indemnification is then being sought, but not from any other liability that it may have to any indemnified party. In case any such action

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is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses (subject to Section 8(e)) incurred by such indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party. Any indemnified party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent of such indemnified party.

(e) The indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obligated to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one indemnified party. If such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall only be obligated to reimburse the expenses and fees of the one law firm that has been selected by a majority of the indemnified parties against which such action is finally brought; and in the event a majority of such indemnified parties is unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.

(f) The indemnity agreements contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Participating Distribution Agent, or any person controlling any Participating Distribution Agent or by or on behalf of the Company, the Dealer Manager or any officer or director thereof, or by or on behalf of any person controlling the Company or the Dealer Manager, (ii) delivery of any Shares and payment therefor, and (iii) any termination of this Agreement. A successor of any Participating Distribution Agent or of any of the parties to this Agreement, as the case may be, shall be entitled to the benefits of the indemnity agreements contained in this Section 8.

9. Termination of this Agreement.

(a) This Agreement may be terminated by any party hereto upon 60 days’ written notice to the other parties or immediately upon notice to the other parties in the event that such other party shall have failed to comply with any material provision hereof.

(b) Upon the termination of this Agreement for any reason, the Dealer Manager shall:

(i) promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Dealer Manager;

(ii) use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company; and

(iii) notify all Participating Distribution Agents of the termination.

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(c) Upon termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled pursuant to the terms of this Agreement at such times as such amounts become payable pursuant to the terms of this Agreement.

10. Survival. The following provisions of the Agreement shall survive the expiration or earlier termination of this Agreement: Section 4 and Sections 7 through Section 15. Notwithstanding anything else that may be to the contrary herein, the expiration or earlier termination of this Agreement shall not relieve a party for liability for any breach occurring prior to such expiration or earlier termination. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

11. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally or by commercial messenger, (ii) on the business day of transmission if sent by email to the email address given below, with written confirmation of receipt, and (iii) one (1) business day following deposit with a recognized overnight courier service, provided such deposit occurs prior to the deadline imposed by such service for overnight delivery, in each case above provided such communication is addressed to the intended recipient thereof as set forth below:

If to the Company, to:	Invesco Commercial Real Estate Finance Trust, Inc.
	1555 Peachtree Street, N.E.
	Atlanta, Georgia 30309
	Attention: Christopher Fischer
	Email: Chris.Fischer@invesco.com
with a required copy to:	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, IL 60606
	Attention: Wendy Dodson Gallegos
	Email: wgallegos@mayerbrown.com
If to the Dealer Manager, to:	Invesco Distributors, Inc.
	11 Greenway Plaza
	Suite 1000
	Houston, Texas 77046-1173
	Attention: Veronica Castillo
	Email: Veronica.Castillo@invesco.com
If to the Adviser, to:	Invesco Advisers, Inc.
	1555 Peachtree Street, N.E.
	Atlanta, Georgia 30309
	Attention: Christopher Fischer
	Email: Chris.Fischer@invesco.com

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12. Parties. This Agreement shall inure to the benefit of and be binding upon the Dealer Manager, the Company and the successors and assigns of the Dealer Manager and the Company. This Agreement and the conditions and provisions hereof are intended to be and shall be for the sole and exclusive benefit of the parties hereto and their respective successors and controlling persons, and for the benefit of no other persons, and the term “successors and assigns,” as used herein, shall not include any purchaser of Shares as such.

13. Applicable Law. This Agreement and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under the internal laws, as opposed to the conflicts of law provisions, of the State of Delaware; provided, however, that causes of action for violations of federal or state securities laws shall not be governed by this Section. Venue for any action brought hereunder shall lie exclusively in Atlanta, Georgia.

14. Amendment. This Agreement may be amended by the written agreement of the parties hereto.

15. Counterparts. This Agreement may be executed in any number of counterparts. Each counterpart, when executed and delivered, shall be an original contract, but all counterparts, when taken together, shall constitute one and the same Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms.

Very truly yours,
INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC., a Maryland Corporation
By:	/s/ Beth A. Zayicek
Name:	Beth A. Zayicek
Title:	Chief Operating Officer

Accepted as of the date first above written:

INVESCO DISTRIBUTORS, INC., a Delaware corporation
By:	/s/ Nicole Filingeri
Name:	Nicole Filingeri
Title:	Vice President

Solely for purposes of its obligations under Section 4(a) hereof:

INVESCO ADVISERS, INC.
By:	/s/ Beth A. Zayicek
Name:	Beth A. Zayicek
Title:	Vice President

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EXHIBIT A

FORM OF PARTICIPATING DEALER AGREEMENT

[See attached]

INVESCO DISTRIBUTORS, INC.

FORM OF PARTICIPATING DEALER AGREEMENT

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

_______, _____

Ladies and Gentlemen:

Subject to the terms described in this participating dealer agreement (this “Agreement”), Invesco Distributors, Inc., a Delaware corporation, as the dealer manager (the “Dealer Manager”) for Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”), invites you (“Participating Dealer”) to participate in the distribution, on a “best efforts” basis, of shares of the Company’s Class S Common Stock, Class S-1 Common Stock, Class D Common Stock, Class I Common Stock and Class E Common Stock, $0.01 par value per share (the “Shares”). The Company is currently offering the Shares (the “Offering”) in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation D promulgated under the Securities Act (“Regulation D”) upon the terms and conditions set forth in the Company’s Confidential Private Placement Memorandum, dated March 2023 (as amended, restated or supplemented from time to time, including all appendixes and exhibits thereto, the “Memorandum”). Each subscriber will be required to enter into a subscription agreement (as may be amended by the Company from time to time, the “Subscription Agreement”), and will, upon acceptance of the subscription by the Company, become a stockholder of the Company (individually a “Stockholder” and collectively the “Stockholders”).

The Shares will be offered and sold in the Offering during a period commencing on the date of the Memorandum and continuing until the earliest to occur of: (1) the date upon which the maximum offering amount of Shares, as set forth in the Memorandum, is sold; and (2) the date upon which the Company terminates the Offering. It is understood that no sale of Shares will be effective unless and until accepted by the Company.

I. Dealer Manager Agreement.

The Dealer Manager has entered into a dealer manager agreement with the Company, dated [•], 2023 (as amended or restated, the “Dealer Manager Agreement”). In connection with performing the Dealer Manager’s obligations under the Dealer Manager Agreement, the Dealer Manager is authorized to enter into participating dealer agreements materially in the form attached as Exhibit A to the Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company with other broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) to solicit subscriptions for Shares in the Offering, participating adviser agreements materially in the form attached as Exhibit B to the Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company with registered investment advisers, as well as participating bank agreements in the form pre-approved in writing by the Company with other properly licensed financial intermediaries. Upon effectiveness of this Agreement, Participating Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled to and subject to the terms and conditions of the Dealer Manager Agreement. Any capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Dealer Manager Agreement.

II. Sale of Shares.

Participating Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions set forth in the Memorandum. Nothing in this Agreement shall be deemed or construed to make Participating Dealer an employee, agent, representative or partner of the Dealer Manager or the Company, and Participating Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Memorandum or as otherwise specifically authorized by the Company or Dealer Manager, as applicable. Participating Dealer acknowledges and agrees that the Company and the Dealer Manager may engage broker-dealers who are registered under the Exchange Act and members of FINRA or other investment advisers registered under the Investment Advisers Act of 1940, as amended, or comparable state securities laws, to offer and sell the Shares, as applicable.

III. Submission of Orders.

Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Participating Dealer such completed and executed Subscription Agreement together with a check or wire transfer (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Memorandum. Persons who purchase Shares will be instructed by Participating Dealer to make their instruments of payment payable to or for the benefit of “Invesco Commercial Real Estate Finance Trust, Inc.”

If Participating Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions and any instructions set forth in the Memorandum, Participating Dealer shall return such Subscription Agreement and instrument of payment directly to such purchaser not later than the end of the second business day following receipt by Participating Dealer. Subscription Agreements and instruments of payment received by Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section III. Transmittal of received investor funds will be made in accordance with the following procedures, as applicable:

(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from purchasers, then Participating Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company by the end of the next business day following receipt thereof by Participating Dealer; and

(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end of the next business day following receipt by Participating Dealer. The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.

Participating Dealer acknowledges and agrees that the Company reserves the unconditional right to reject any subscription for any or no reason.

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IV. Pricing.

The purchase price per Share will vary and will generally equal the prior month’s net asset value (“NAV”) per Share applicable to the class of Shares being purchased, as determined monthly (in accordance with the NAV calculation procedures described in the Memorandum), or at a different offering price made available to investors in cases where the Company believes there has been a material change to the NAV per Share since the end of the prior month, which is referred to herein as the “transaction price,” plus in either case any applicable upfront selling commissions and dealer manager fees, subject in certain circumstances to reductions thereof as described in the Memorandum.

For stockholders who participate in the DRP, the cash distributions attributable to the class of Shares that each stockholder owns will be automatically invested in additional Shares of the same class. All Shares sold pursuant to the DRP are to be issued and sold to stockholders of the Company at a purchase price equal to the transaction price of the applicable class of Shares on the date that the distribution is payable.

Except as otherwise indicated in the Memorandum or in any letter or memorandum sent to a participating adviser by the Company or the Dealer Manager, a minimum initial purchase of $10,000 in Class S, S-1, D, and E Shares is required and a minimum initial purchase of $1,000,000 in Class I Shares is required, and additional investments of Shares may be made in cash in minimal increments of at least $2,000, unless such minimums are waived by the Dealer Manager.

V. Participating Dealer’s Compensation.

Except as may be provided in the “Plan of Distribution” section of the Memorandum, as compensation for completed sales rendered by Participating Dealer hereunder, Participating Dealer is entitled, on the terms and subject to the conditions herein, to the compensation set forth on Schedule I hereto.

VI. Representations, Warranties and Covenants of Participating Dealer.

In addition to the representations and warranties found elsewhere in this Agreement, Participating Dealer represents, warrants and agrees that:

(a) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Participating Dealer is organized.

(b) It is empowered under applicable laws and by Participating Dealer’s organizational documents to enter into this Agreement and perform all activities and services of Participating Dealer provided for herein and there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Participating Dealer’s ability to perform under this Agreement.

(c) The execution, delivery and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Participating Dealer is bound, or to which any of its assets are subject, or any rule, regulation or order of any court or other governmental agency or body with jurisdiction over it.

(d) All requisite actions have been taken to authorize Participating Dealer to enter into and perform this Agreement.

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(e) It shall notify the Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against Participating Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Participating Dealer, within the meaning of Section 15 of the Securities Act.

(f) Participating Dealer will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or U.S. territories unless Participating Dealer receives prior written consent from the Dealer Manager.

(g) Participating Dealer acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Participating Dealer.

VII. Right to Reject Orders or Cancel Sales.

The Company reserves the right to reject any order for any or no reason. Orders not accompanied by an executed Subscription Agreement in good order or the required instrument of payment for the Shares may be rejected. Issuance and delivery of the Shares will be made only after actual receipt of payment therefor.

In the event that the Dealer Manager has reallowed any selling commission or dealer manager fee to Participating Dealer for the sale of one or more Shares and the subscription is rejected, canceled or rescinded for any reason as to one or more of the Shares covered by such subscription, Participating Dealer shall pay the amount specified to the Dealer Manager within ten (10) days following mailing of notice to Participating Dealer by the Dealer Manager stating the amount owed as a result of rescinded or rejected subscriptions. Further, if Participating Dealer has retained selling commissions in connection with an order that is subsequently rejected, canceled or rescinded for any reason, Participating Dealer agrees to return to the subscriber any selling commission theretofore retained by Participating Dealer with respect to such order within three (3) days following mailing of notice to Participating Dealer by the Dealer Manager stating the amount owed as a result of rescinded or rejected subscriptions. If Participating Dealer fails to pay any such amounts, the Dealer Manager shall have the right to offset such amounts owed against future compensation due and otherwise payable to Participating Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

VIII. Memorandum and Authorized Sales Materials.

Participating Dealer is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares except as set forth in the Memorandum or as otherwise specifically authorized by the Company. The Dealer Manager will supply Participating Dealer with reasonable quantities of the Memorandum, as provided by the Company, as well as any advertising and supplemental sales literature approved by the Company and to be used or delivered by the Dealer Manager or Participating Dealer in connection with the Offering.(“Authorized Sales Materials”), as provided by the Company, for delivery to investors, and Participating Dealer will deliver a copy of the Memorandum to each investor to whom an offer is made. Participating Dealer agrees that it will not show or give to any investor or reproduce any material or writing that is supplied to it by the Dealer Manager unless it is designated, marked or otherwise authorized for use with potential investors. For the avoidance of doubt, Participating Dealer will not show or provide to any investor any material that is supplied to it by Dealer Manager and marked “financial professional use only” or otherwise bearing a legend denoting that it is not to be used in connection with the offer or sale of Shares to potential investors. Participating Dealer agrees that it will not use in connection with the offer or sale of Shares any materials or writings which

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have not been previously approved by the Company in writing. Participating Dealer agrees that prior to the time that a person to whom it has furnished a copy of the Memorandum becomes a Stockholder, Participating Dealer will ensure that such person has received a copy of any revised, updated or supplemented Memorandum.

Participating Dealer shall (i) conduct all offering and solicitation efforts in a transaction or series of transactions intended to be exempt from the registration requirements under the Securities Act pursuant to Rule 506(b) of Regulation D and applicable state securities laws and regulations, as set forth in the Memorandum, (ii) not offer or sell Shares by any means otherwise inconsistent with this Agreement or the Memorandum, and (iii) not engage in any general advertising or general solicitation activities in connection with the Offering or any sale of the Shares.

Participating Dealer agrees that it shall have delivered (a) to each investor to whom an offer to sell the Shares is made, as of the time of such offer, a copy of the Memorandum and all supplements, amendments and exhibits thereto that have then been made available to Participating Dealer by the Dealer Manager and (b) to each investor that subscribes for Shares, as of the time the Company accepts such investor’s order to purchase the Shares within the timeframes described in the Memorandum, a copy of the Memorandum and all supplements, amendments and exhibits thereto that have then been made available to Participating Dealer by the Dealer Manager. Participating Dealer agrees that it will not send or give any supplement to the Memorandum to an investor unless it has previously sent or given a Memorandum and all supplements, amendments and exhibits thereto.

IX. License and Association Membership; Compliance with Applicable Laws.

Participating Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that (i) Participating Dealer is duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) is a member in good standing of FINRA, and (iii) is currently licensed as a broker-dealer in each of the states and the jurisdictions where it will offer or sell Shares and that its independent contractors and registered representatives have the appropriate licenses(s) to offer and sell the Shares in all such states and jurisdictions. This Agreement shall automatically terminate with no further action by any party hereto if Participating Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Participating Dealer’s principal office is located. Participating Dealer agrees to notify the Dealer Manager immediately if Participating Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Participating Dealer is currently registered or licensed.

Participating Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that Participating Dealer’s performance of its obligations under this Agreement shall comply in all material respects with all applicable terms and requirements of (i) the Dealer Manager Agreement, which such terms are incorporated herein by reference, (ii) this Agreement and the Memorandum, (iii) the Securities Act and the rules and regulations of the SEC promulgated under the Securities Act, including without limitation Regulation D, (iv) the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act, (v) applicable state securities or “blue sky” laws, and (vi) all rules promulgated by FINRA, and (vii) all other federal laws, rules and regulations applicable to the Offering and the offer and sale of the Shares, or the activities of Participating Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and federal laws, including the Gramm-Leach-Bliley Act of 1999 (“GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC and FINRA, the Bank Secrecy Act, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury. Participating Dealer agrees to comply and shall comply with any applicable requirements with respect to its participation in any resales or transfers of the Shares.

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None of (i) Participating Dealer, (ii) any of Participating Dealer’s directors, executive officers, other officers participating in the Offering, general partners or managing members, (iii) any of the directors, executive officers or other officers participating in the Offering of any such general partner or managing member of Participating Dealer, or (iv) any other officers or employees of Participating Dealer or any such general partner or managing member of Participating Dealer that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering (each, a “Participating Dealer Covered Person” and, collectively, the “Participating Dealer Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to 506(d)(1)(viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event (a) contemplated by Rule 506(d)(2) of the Securities Act and (b) a description of which has been furnished in writing to the Company and the Dealer Manager prior to the date hereof or, in the case of a Disqualifying Event occurring after the date hereof, prior to the date of any further offering of Shares.

With respect to each Participating Dealer Covered Person, Participating Dealer has established procedures reasonably designed to ensure that Participating Dealer receives notice from each such Participating Dealer Covered Person of: (i) any Disqualifying Event relating to that Participating Dealer Covered Person and (ii) any event that would, with the passage of time, become a Disqualifying Event relating to that Participating Dealer Covered Person, in each case, occurring up to and including the last date on which Shares are offered in the Offering.

Participating Dealer currently has in place and effect, and shall maintain in place and full force and effect during the term of this Agreement, insurance coverage in amounts and upon terms as are customary and appropriate for a party engaged in Participating Dealer’s business and performing its obligations under this Agreement, including any and all minimum or mandated insurance coverage required by applicable law.

X. Limitation of Offer; Suitability.

Participating Dealer will: (a) conduct all offering and solicitation efforts in a transaction or series of transactions intended to be exempt from the registration requirements under the Securities Act pursuant to Rule 506(b) of Regulation D and applicable state securities laws and regulations; (b) not offer or sell Shares by any means otherwise inconsistent with this Agreement or the Memorandum; (c) offer Shares only to persons who meet the suitability standards set forth in the Memorandum (d) make offers only to persons in the jurisdictions in which the Dealer Manager is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required; (e) only offer Shares in a jurisdiction if both such Participating Dealer and its registered representative making the offer are duly licensed to transact securities business in such jurisdiction; and (f) comply with the provisions of the FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors.

Participating Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares to a potential investor, Participating Dealer shall have reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by Participating Dealer or an associated person, that each purchaser of Shares: (A) is an “accredited investor” as that term is defined in Rule 501(a) under the Securities Act (“Accredited Investor”) and meets the other investor suitability requirements as may be established by the Company and set forth in the Memorandum; (B) has such knowledge and experience in financial and business matters that the offeree is capable of evaluating the merits and risks of

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an investment in the Shares; (C) is a person for which an investment in the Shares are otherwise suitable; and (D) was not solicited through the use of general solicitation. Participating Dealer further represents, warrants and covenants that Participating Dealer will, in offering Shares, comply with the provisions of all applicable rules and regulations relating to suitability of investors and will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor solicited by a person associated with Participating Dealer by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each such proposed investor, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Participating Dealer agrees to retain such documents and records in Participating Dealer’s records for a period of six years from the date of the applicable sale of Shares, to otherwise comply with all applicable record keeping requirements and to make such documents and records available to (i) the Dealer Manager and the Company upon request and (ii) representatives of the SEC, FINRA and applicable state securities administrators upon Participating Dealer’s receipt of an appropriate document, subpoena or other appropriate request for documents from any such agency. Participating Dealer shall not purchase any Shares for a discretionary account without obtaining the prior written approval of Participating Dealer’s customer and such customer’s completed and executed Subscription Agreement.

Participating Dealer further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Memorandum.

XI. Disclosure Review; Confidentiality of Information.

Participating Dealer agrees that it shall have reasonable grounds to believe based on the information made available to it through the Memorandum or other materials that all material facts are adequately and accurately disclosed in the Memorandum and provide a basis for evaluating the Shares. In making this determination, Participating Dealer shall evaluate, at a minimum, items of compensation, physical properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and appraisals and other pertinent reports. If Participating Dealer relies upon the results of any inquiry conducted by another member or members of FINRA, Participating Dealer shall have reasonable grounds to believe that such inquiry was conducted with due care, that the member or members conducting or directing the inquiry consented to the disclosure of the results of the inquiry and that the person who participated in or conducted the inquiry is not the Dealer Manager or a sponsor or an affiliate of the sponsor of the Company.

It is anticipated that (i) Participating Dealer and Participating Dealer’s officers, directors, managers, employees, owners, members, partners, home office diligence personnel or other agents of Participating Dealer that are conducting a due diligence inquiry on behalf of Participating Dealer and (ii) persons or committees, as the case may be, responsible for determining whether Participating Dealer will participate in the Offering ((i) and (ii) are collectively, the “Diligence Representatives”) either have previously or will in the future have access to certain Confidential Information (defined below) pertaining to the Company, the Dealer Manager, Invesco Advisers, Inc., the Company’s external adviser (“Adviser”), or their respective affiliates. For purposes hereof, “Confidential Information” shall mean and include: (i) trade secrets concerning the business and affairs of the Company, the Dealer Manager, the Adviser, or their respective affiliates; (ii) confidential data, know-how, current and planned research and development, current and planned methods and processes, marketing lists or strategies, slide presentations, business plans, however documented, belonging to the Company, the Dealer Manager, the Adviser, or their respective affiliates; (iii) information concerning the business and affairs of the Company, the Dealer Manager, the Adviser, or their respective affiliates (including, without limitation, historical financial statements, financial projections and budgets, investment-related information, models, budgets, plans, and market studies, however documented); (iv) any information marked or designated “Confidential—For Due Diligence

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Purposes Only”; and (v) any notes, analysis, compilations, studies, summaries and other material containing or based, in whole or in part, on any information included in the foregoing. Participating Dealer agrees to keep, and to cause its Diligence Representatives to keep, all such Confidential Information strictly confidential and to not use, distribute or copy the same except in connection with Participating Dealer’s due diligence inquiry. Participating Dealer agrees to not disclose, and to cause its Diligence Representatives not to disclose, such Confidential Information to the public, or to Participating Dealer’s sales staff, financial advisors, or any person involved in selling efforts related to the Offering or to any other third party and agrees not to use the Confidential Information in any manner in the offer and sale of the Shares. Participating Dealer further agrees to use all reasonable precautions necessary to preserve the confidentiality of such Confidential Information, including, but not limited to (a) limiting access to such information to persons who have a need to know such information only for the purpose of Participating Dealer’s due diligence inquiry and (b) informing each recipient of such Confidential Information of Participating Dealer’s confidentiality obligation. Participating Dealer acknowledges that Participating Dealer or its Diligence Representatives may previously have received Confidential Information in connection with preliminary due diligence on the Company, and agrees that the foregoing restrictions shall apply to any such previously received Confidential Information. Participating Dealer acknowledges that Participating Dealer or its Diligence Representatives may in the future receive Confidential Information either in individual or collective meetings or telephone calls with the Company, and agrees that the foregoing restrictions shall apply to any Confidential Information received in the future through any source or medium. Notwithstanding the foregoing, Confidential Information may be disclosed (a) if approved in writing for disclosure by the Company or the Dealer Manager, (b) pursuant to a subpoena or as required by law, or (c) as required by regulation, rule, order or request of any governing or self-regulatory organization (including without limitation the SEC or FINRA), provided that Participating Dealer shall notify the Dealer Manager in advance if practicable under the circumstances of any attempt to obtain Confidential Information pursuant to provisions (b) and (c).

XII. Compliance with Anti-Money Laundering Compliance Programs.

Participating Dealer hereby represents that it has complied and will comply with Section 326 of the Patriot Act and the implementing rules and regulations promulgated thereunder in connection with broker/dealers’ anti-money laundering obligations. Participating Dealer hereby represents that it has adopted and implemented, and will maintain a written anti-money laundering compliance program (“AML Program”) including, without limitation, anti-money laundering policies and procedures relating to customer identification in compliance with applicable laws and regulations, including federal and state securities laws, the Patriot Act, Executive Order 13224 – Executive Order on Terrorist Financing Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, and applicable rules of FINRA. In accordance with these applicable laws and regulations and its AML Program, Participating Dealer agrees to verify the identity of its new customers; to maintain customer records; and to check the names of new customers against government watch lists, including the Office of Foreign Asset Control’s list of Specially Designated Nationals and Blocked Persons. Additionally, Participating Dealer will monitor account activity to identify patterns of unusual size or volume, geographic factors and any other “red flags” described in the Patriot Act as potential signals of money laundering or terrorist financing. Participating Dealer will submit to the Financial Crimes Enforcement Network any required suspicious activity reports about such activity and further will disclose such activity to applicable federal and state law enforcement when required by law. Upon request by the Dealer Manager at any time, Participating Dealer hereby agrees to furnish (a) a copy of its AML Program to the Dealer Manager for review, and (b) a copy of the findings and any remedial actions taken in connection with Participating Dealer’s most recent independent testing of its AML Program. Participating Dealer agrees to notify the Dealer Manager immediately if Participating Dealer is subject to a FINRA disclosure event or fine from FINRA related to its AML Program.

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XIII. Privacy.

Participating Dealer agrees as follows:

Participating Dealer agrees to abide by and comply in all respects with (a) the privacy standards and requirements of the GLBA and applicable regulations promulgated thereunder, (b) the privacy standards and requirements of any other applicable federal or state law, including the Fair Credit Reporting Act (“FCRA”), and (c) its own internal privacy policies and procedures, each as may be amended from time to time.

The parties hereto acknowledge that from time to time, Participating Dealer may share with the Company and the Company may share with Participating Dealer nonpublic personal information (as defined under the GLBA) of customers of Participating Dealer. This nonpublic personal information may include, but is not limited to a customer’s name, address, telephone number, social security number, account information and personal financial information. Participating Dealer shall only be granted access to such nonpublic personal information of each of its customers that pertains to the period or periods during which Participating Dealer served as the broker-dealer of record for such customer’s account. Participating Dealer, the Dealer Manager and the Company shall not disclose nonpublic personal information of any customers who have opted out of such disclosures, except (a) to service providers (when necessary and as permitted under the GLBA), (b) to carry out the purposes for which one party discloses such nonpublic personal information to another party under this Agreement (when necessary and as permitted under the GLBA) or (c) as otherwise required by applicable law. Any nonpublic personal information that one party receives from another party shall be subject to the limitations on usage described in this Section XIII. Except as expressly permitted under the FCRA, Participating Dealer agrees that it shall not disclose any information that would be considered a “consumer report” under the FCRA.

Participating Dealer shall be responsible for determining which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary, retrieving a list of such customers (the “List”) to identify customers that have exercised their opt-out rights. In the event Participating Dealer, the Dealer Manager or the Company expects to use or disclose nonpublic personal information of any customer for purposes other than as set forth in this Section XIII, it must first consult the List to determine whether the affected customer has exercised his or her opt-out rights. The use or disclosure of any nonpublic personal information of any customer that is identified on the List as having opted out of such disclosures, except as set forth in this Section XIII, shall be prohibited.

Participating Dealer shall implement commercially reasonable measures in compliance with industry best practices designed (a) to assure the security and confidentiality of nonpublic personal information of all customers; (b) to protect such information against any anticipated threats or hazards to the security or integrity of such information; (c) to protect against unauthorized access to, or use of, such information that could result in material harm to any customer; (d) to protect against unauthorized disclosure of such information to unaffiliated third parties; and (e) to otherwise ensure its compliance with all applicable privacy standards and requirements of federal or state law (including, but not limited to, the GLBA), and any other applicable legal or regulatory requirements. Participating Dealer further agrees to cause all its agents, representatives, affiliates, subcontractors, or any other party to whom Participating Dealer provides access to or discloses nonpublic personal information of customers to implement appropriate measures designed to meet the objectives set forth in this Section XIII.

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XIV. Indemnification.

For the purposes of this Section XIV, an entity’s “Indemnified Parties” (each, an “Indemnified Party”) shall include the entity itself and such entity’s officers and directors and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act.

(a) Participating Dealer shall indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties, from and against any and all loss, liability, action, claim, damage and expense whatsoever (“Losses”) to which any of the Indemnified Parties may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses arise out of or are based upon (i) any untrue statement of a material fact contained in (a) the Memorandum or (b) any Authorized Sales Materials; or (ii) the omission to state in the Memorandum or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that clauses (i) and (ii) apply, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or the Dealer Manager by or on behalf of Participating Dealer specifically for inclusion in the Memorandum or Authorized Sales Materials; (iii) any use by Participating Dealer or its representatives or agents in the offer and sale of the Shares of (a) sales literature that is not Authorized Sales Material, (b) use of Authorized Sales Materials with potential investors who are not Accredited Investors, (c) use with investors of materials that are not designated or otherwise approved for use with end investors, (d) “financial professional use only” materials with investors, or (e) Authorized Sales Material in a particular jurisdiction if such Authorized Sales Material bears a legend denoting that it is not to be used in connection with the sale of Shares in such jurisdiction; (iv) any untrue statement made by Participating Dealer or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Shares; (v) any material violation of this Agreement; (vi) any failure to comply with applicable laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the Patriot Act; or (vii) any other failure to comply with applicable rules of FINRA or federal or state securities laws and the rules and regulations promulgated thereunder. Participating Dealer will reimburse the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending such Losses. This indemnity agreement will be in addition to any liability that Participating Dealer may otherwise have.

(b) Promptly after receipt by an Indemnified Party under this Section XIV of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section XIV, notify in writing the indemnifying party of the commencement thereof. The failure of the Indemnified Party to so notify the indemnifying party will relieve the indemnifying party from any liability under this Section XIV as to the particular item for which indemnification is then being sought, but not from any other liability that it may have to any Indemnified Party. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses (subject to Section XIV(c) below) incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party. Any Indemnified Party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent of such Indemnified Party.

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(c) The indemnifying party under this Section XIV of this Agreement shall pay all legal fees and expenses of the Indemnified Party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obligated to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one Indemnified Party. If such claims or actions are alleged or brought against more than one Indemnified Party, then the indemnifying party shall only be obligated to reimburse the expenses and fees of the one law firm that has been selected by a majority of the Indemnified Parties against which such action is finally brought; and in the event a majority of such Indemnified Parties is unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an Indemnified Party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.

(d) The indemnity agreement contained in this Section XIV shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of Participating Dealer, or any person controlling Participating Dealer or by or on behalf of the Company, the Dealer Manager or any officer or director thereof, or by or on behalf of any person controlling the Company or the Dealer Manager, (ii) delivery of any Shares and payment therefor, and (iii) any termination of this Agreement. A successor of Participating Dealer or of any party to this Agreement, as the case may be, shall be entitled to the benefits of the indemnity agreement contained in this Section XIV.

XV. Undertaking to Not Facilitate a Secondary Market in the Shares.

Participating Dealer acknowledges that there is no public trading market for the Shares and that there are limits on the ownership, transferability and redemption of the Shares, which significantly limit the liquidity of an investment in the Shares. Participating Dealer also acknowledges that the Company’s share repurchase plan (the “Plan”) will provide, once the Plan is effective (as disclosed in the Memorandum), only a limited opportunity for investors to have their Shares purchased by the Company and that the Company’s board of directors may, in its sole discretion, amend, suspend, or terminate the Plan at any time in accordance with the terms of the Plan. Participating Dealer hereby agrees that so long as the Company has not listed the Shares on a national securities exchange, Participating Dealer will not engage in any action or transaction that would facilitate or otherwise create the appearance of a secondary market in the Shares without the prior written approval of the Dealer Manager.

XVI. Arbitration.

Any dispute, controversy or claim arising between the parties relating to this Agreement (whether such dispute arises under any federal, state or local statute or regulation, or at common law), shall be resolved by final and binding arbitration administered in accordance with the then-current commercial arbitration rules of FINRA in accordance with the terms of this Agreement (including the governing law provisions of this Agreement and pursuant to the Federal Arbitration Act (9 U.S.C. §§ 1 – 16)). The parties will request that the arbitrator or arbitration panel (“Arbitrator”) issue written findings of fact and conclusions of law. The Arbitrator shall not be empowered to make any award or render any judgment for punitive damages, and the Arbitrator shall be required to follow applicable law in construing this Agreement, making awards, and rendering judgments. The decision of the arbitration panel shall be final and binding, and judgment upon any arbitration award may be entered by any court having jurisdiction. All arbitration hearings will be held at the Atlanta, Georgia FINRA District Office or at another mutually agreed upon site. The parties may agree on a single arbitrator, or, if the parties cannot so agree, each party will have the right to choose one arbitrator, and the selected arbitrators will choose a third arbitrator. Each arbitrator must have experience and education that qualify him or her to competently address the specific

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issues to be designated for arbitration. Notwithstanding the preceding, no party will be prevented from immediately seeking provisional remedies in courts of competent jurisdiction, including but not limited to, temporary restraining orders and preliminary injunctions, but such remedies will not be sought as a means to avoid or stay arbitration.

XVII. Termination; Survival; Amendment; Entire Agreement.

Participating Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Any party may terminate this Agreement by written notice pursuant to Section XX below, which termination notice may be delivered in such party’s sole discretion. Such termination shall be effective 48 hours after the mailing of such written notice. This Agreement shall automatically terminate without the requirement for further action by any party to this Agreement upon the termination of the Dealer Manager Agreement.

Upon expiration or termination of this Agreement, the Dealer Manager shall pay to Participating Dealer all earned but unpaid compensation to which Participating Dealer is or becomes entitled under Section V hereof at such time as such compensation or reimbursement becomes payable.

The respective agreements and obligations of Participating Dealer and the Dealer Manager set forth in Sections V, XII through XIV and XVI through XXII of this Agreement and Section 8 of the Dealer Manager Agreement shall remain operative and in full force and effect regardless of the termination of this Agreement.

Notwithstanding the termination of this Agreement or the payment of any amount to Participating Dealer, Participating Dealer agrees to pay Participating Dealer’s proportionate share of any claim, demand or liability asserted against Participating Dealer and the other Participating Distribution Agents (as defined in the Dealer Manager Agreement) on the basis that such Participating Distribution Agents or any of them constitute an association, unincorporated business or other separate entity, including in each case such Participating Distribution Agent’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

This Agreement may be amended at any time by the Dealer Manager by written notice to Participating Dealer, and any such amendment, including any amendment to the Dealer Manager Agreement, shall be deemed accepted by Participating Dealer upon placing an order for sale of Shares after it has received such notice.

This Agreement and the schedules hereto are the entire agreement of the parties and supersedes all prior agreements, if any, between the parties hereto relating to the subject matter hereof.

XVIII. Use of Company and Invesco Names.

Except as expressly provided herein, nothing herein shall be deemed to constitute a waiver by the Dealer Manager of any consent that would otherwise be required under this Agreement or applicable law prior to the use of Participating Dealer of the name or identifying marks of the Company, the Dealer Manager, “Invesco” or “Invesco Real Estate” (or any combination or derivation thereof). The Dealer Manager reserves the right to withdraw its consent to the use of the Company’s name at any time and to request to review any materials generated by Participating Dealer that use the Company’s or Invesco’s name or mark. Any such consent is expressly subject to the continuation of this Agreement and shall terminate with the termination of this Agreement as provided herein.

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XIX. Assignment; Third Party Beneficiary.

Participating Dealer shall have no right to assign this Agreement or any of Participating Dealer’s rights hereunder or to delegate any of Participating Dealer’s obligations. Any purported assignment or delegation by Participating Dealer shall be null and void. The Dealer Manager shall have the right to assign any or all of its rights and obligations under this Agreement by written notice, and Participating Dealer shall be deemed to have consented to such assignment by execution hereof. Dealer Manager shall provide written notice of any such assignment to Participating Dealer. The Company is a third party beneficiary with respect to this Agreement and may enforce its rights, to the extent set forth herein, against any party to this Agreement.

XX. Notice.

All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally or by commercial messenger, (ii) on the business day of transmission if sent by email to the email address given below, with written confirmation of receipt, and (iii) one (1) business day following deposit with a recognized overnight courier service, provided such deposit occurs prior to the deadline imposed by such service for overnight delivery, in each case above provided such communication is addressed to the intended recipient thereof as set forth below:

If to the Dealer Manager, to:	Invesco Distributors, Inc.
	11 Greenway Plaza
	Suite 1000
	Houston, Texas 77046-1173
	Attention: Veronica Castillo
	Email: Veronica.Castillo@invesco.com
If to Participating Dealer, to:	The address specified by Participating Dealer on the signature page hereto.

XXI. Attorneys’ Fees; Applicable Law and Venue.

In any action to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. This Agreement and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under the internal laws, as opposed to the conflicts of law provisions, of the State of Delaware. Venue for any action brought hereunder (including arbitration) shall lie exclusively in Atlanta, Georgia.

XXII. No Partnership.

Nothing in this Agreement shall be construed or interpreted to constitute Participating Dealer as an employee, agent or representative of, or in association with or in partnership with, the Dealer Manager, the Company or the other Participating Distribution Agents. Instead, this Agreement shall only constitute Participating Dealer as a dealer authorized by the Dealer Manager to sell the Shares according to the terms set forth in the Memorandum and in this Agreement.

[Signatures on following pages.]

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If the foregoing is in accordance with Participating Dealer’s understanding and agreement, please sign and return the attached duplicate of this Agreement.

Very truly yours,

INVESCO DISTRIBUTORS, INC.

By:

Title:

Date:

We have read the foregoing Agreement and we hereby accept and agree to the terms and conditions therein set forth.

1. Identity of Participating Dealer:

Company Name:

Type of entity:

Organized in the State of:

Licensed as broker-dealer in all States:                Yes: ________                No: _________                

If no, list all States licensed as broker-dealer:

Tax ID #:

2. Person to receive notices delivered pursuant to the Agreement.

Name:

Company:

Address:

City, State and Zip:

Telephone:

Fax:

Email:

AGREED TO AND ACCEPTED BY PARTICIPATING DEALER:

	(Participating Dealer’s Firm Name)
By:
	Signature
Name:
Title:
Date:

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SCHEDULE I

ADDENDUM

TO

PARTICIPATING DEALER AGREEMENT WITH

INVESCO DISTRIBUTORS, INC.

Name of Participating Dealer:

The following Schedule reflects the selling commissions and dealer manager fees as agreed upon between Invesco Distributors, Inc. (the “Dealer Manager”) and Participating Dealer, effective as of the effective date of the Participating Dealer Agreement (the “Agreement”) between the Dealer Manager and Participating Dealer in connection with the offering of shares of Class S Common Stock, Class S-1 Common Stock, Class D Common Stock, Class I Common Stock and Class E Common Stock, $0.01 par value per share (the “Shares”), of Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”).

Upfront Selling Commissions and Dealer Manager Fees

Except as may be provided in the “Plan of Distribution” section of the Memorandum, as compensation for completed sales (as defined below) by Participating Dealer of Shares that Participating Dealer is authorized to sell and for services rendered by Participating Dealer hereunder, the Dealer Manager shall reallow to Participating Dealer an upfront selling commission in an amount up to [•]% of the Transaction Price per Share on such completed sales of Shares by Participating Dealer. Participating Dealer shall not receive selling commissions for sales of any Shares pursuant to the DRP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section III of the Agreement, the Company has accepted the Subscription Agreement of such subscriber, and the Company has thereafter distributed the selling commission to the Dealer Manager in connection with such transaction. Participating Dealer affirms that the Dealer Manager’s liability for selling commissions payable to Participating Dealer is limited solely to the Selling Commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Shares.

Except as may be provided in the “Plan of Distribution” section of the Memorandum, as compensation for completed sales by Participating Dealer of Shares that Participating Dealer is authorized to sell and for services rendered by Participating Dealer hereunder, the Dealer Manager shall reallow to Participating Dealer a dealer manager fee in an amount up to [•]% of the Transaction Price per Share on such completed sales of Shares by Participating Dealer. Participating Dealer shall not receive dealer manager fees for sales of any Shares pursuant to the DRP.

Participating Dealer may withhold the selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Memorandum from the purchase price for the Shares in the Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) Participating Dealer is legally permitted to do so; and (ii) (A) Participating Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) Participating Dealer has forwarded the Subscription Agreement to the Company or its agent within the time required under Section III, and the Company has accepted the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which Participating Dealer is entitled, to the Company or its agent; and (C) Participating Dealer has verified that there are sufficient funds in the investor’s account with Participating Dealer to cover the entire cost of the subscription. Participating Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscription.

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Participating Dealer shall be responsible for implementing any discounts or other special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Memorandum. Requests to combine purchase orders of Shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Memorandum must be made in writing by Participating Dealer, and any resulting reduction in selling commissions or dealer manager fees will be prorated among the separate subscribers.

Except as otherwise provided herein, all expenses incurred by Participating Dealer in the performance of Participating Dealer’s obligations hereunder, including, but not limited to, expenses related to the Shares and any attorneys’ fees, shall be at Participating Dealer’s sole cost and expense.

General

Selling commissions and dealer manager fees due to Participating Dealer pursuant to this Agreement will be paid to Participating Dealer within 30 days after receipt by the Dealer Manager. Participating Dealer, in its sole discretion, may authorize Dealer Manager to deposit selling commissions, dealer manager fees, or other payments due to it pursuant to this Agreement directly to its bank account. If Participating Dealer so elects, Participating Dealer shall provide such deposit authorization and instructions in Schedule II to this Agreement.

The parties hereby agree that the foregoing selling commissions and reallowed dealer manager fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Participating Dealer’s interest in the Offering is limited to such selling commissions and reallowed dealer manager fees, as applicable, from the Dealer Manager and Participating Dealer’s indemnity referred to in the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such selling commissions and reallowed dealer manager fees to Participating Dealer.

Except as otherwise described under “Upfront Selling Commissions and Dealer Manager Fees” above, Participating Dealer waives any and all rights to receive compensation until it is paid to and received by the Dealer Manager. Participating Dealer acknowledges and agrees that, if the Company pays selling commissions or dealer manager fees, as applicable, to the Dealer Manager, the Company is relieved of any obligation for selling commissions or dealer manager fees, as applicable, to Participating Dealer. The Company may rely on and use the preceding acknowledgement as a defense against any claim by Participating Dealer for selling commissions or dealer manager fees, as applicable, the Company pays to Dealer Manager but that Dealer Manager fails to remit to Participating Dealer. Participating Dealer affirms that the Dealer Manager’s liability for selling commissions and dealer manager fees payable is limited solely to the proceeds of selling commissions and dealer manager fees, as applicable, receivable from the Company and Participating Dealer hereby waives any and all rights to receive payment of selling commissions or any reallowance of dealer manager fees due until such time as the Dealer Manager is in receipt of the selling commission or dealer manager fee, as applicable, from the Company. Notwithstanding the above, Participating Dealer affirms that, to the extent Participating Dealer retains selling commissions as described above under “Upfront Selling Commissions and Dealer Manager Fees,” neither the Company nor the Dealer Manager shall have liability for selling commissions payable to Participating Dealer, and that Participating Dealer is solely responsible for retaining the selling commissions due to Participating Dealer from the subscription funds received by Participating Dealer from its customers for the purchase of Shares in accordance with the terms of this Agreement.

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Due Diligence

In addition, as set forth in the Memorandum, the Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or reimburse Participating Dealer for reasonable bona fide due diligence expenses incurred by Participating Dealer in connection with the Offering. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by Participating Dealer and its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Dealer shall provide a detailed and itemized invoice for any such due diligence expenses and shall obtain the prior written approval from the Dealer Manager for such expenses, and no such expenses shall be reimbursed absent a detailed and itemized invoice. Notwithstanding the foregoing, no such payment will be made if such payment would cause the aggregate of such reimbursements to Participating Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 15% of the Company’s gross proceeds from the Offering. All such reimbursements will be made in accordance with, and subject to the restrictions and limitations imposed under the Memorandum, FINRA rules and other applicable laws and regulations.

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WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed as of the date first written above.

“DEALER MANAGER”

INVESCO DISTRIBUTORS, INC.

By:

Title:

Date:

“PARTICIPATING DEALER”

(Print Name of Participating Dealer)

By:

Title:

Date:

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SCHEDULE II

ADDENDUM

TO

PARTICIPATING DEALER AGREEMENT WITH

INVESCO DISTRIBUTORS, INC.

NAME OF ISSUER: Invesco Commercial Real Estate Finance Trust, Inc.

NAME OF PARTICIPATING DEALER:

SCHEDULE TO AGREEMENT DATED:

Participating Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, dealer manager fees and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Participating Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager deposits funds erroneously into Participating Dealer’s account, the Dealer Manager is authorized to debit the account with no prior notice to Participating Dealer for an amount not to exceed the amount of the erroneous deposit.

Bank Name:

Bank Address:

Bank Routing Number:

Account Number:

“PARTICIPATING DEALER”

(Print Name of Participating Dealer)

By:

Title:

Date:

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EXHIBIT B

FORM OF PARTICIPATING ADVISER AGREEMENT

[See attached]

INVESCO DISTRIBUTORS, INC.

FORM OF PARTICIPATING ADVISER AGREEMENT

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

______, 20___

Ladies and Gentlemen:

Subject to the terms described in this participating adviser agreement (this “Agreement”), Invesco Distributors, Inc., a Delaware corporation, as the dealer manager (the “Dealer Manager”) for Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Company”), invites you (“Participating Adviser”) to participate in the distribution, on a “best efforts” basis, of shares of the Company’s Class D Common Stock, Class I Common Stock and Class E Common Stock, $0.01 par value per share (the “Shares”). The Company is currently offering the Shares (the “Offering”) in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation D promulgated under the Securities Act (“Regulation D”) upon the terms and conditions set forth in the Company’s Confidential Private Placement Memorandum (as amended, restated or supplemented from time to time, including all appendixes and exhibits thereto, the “Memorandum”). Each subscriber will be required to enter into a subscription agreement (as may be amended by the Company from time to time, the “Subscription Agreement”), and will, upon acceptance of the subscription by the Company, become a stockholder of the Company (individually a “Stockholder” and collectively the “Stockholders”).

The Shares will be offered and sold in the Offering during a period commencing on the date of the Memorandum and continuing until the earliest to occur of: (1) the date upon which the maximum offering amount of Shares, as set forth in the Memorandum, is sold; and (2) the date upon which the Company terminates the Offering.

I. Dealer Manager Agreement.

The Dealer Manager has entered into a dealer manager agreement with the Company, dated [•], 2023 (as amended or restated, the “Dealer Manager Agreement”). In connection with performing the Dealer Manager’s obligations under the Dealer Manager Agreement, the Dealer Manager is authorized to enter into participating dealer agreements materially in the form attached as Exhibit A to the Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company with other broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) to solicit subscriptions for Shares in the Offering, participating adviser agreements materially in the form attached as Exhibit B to the Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company with registered investment advisers, as well as participating bank agreements in the form pre-approved in writing by the Company with other properly licensed financial intermediaries. Upon effectiveness of this Agreement, Participating Adviser will become one of the “Participating Advisers” referred to in the Dealer Manager Agreement and will be entitled to and subject to the terms and conditions of the Dealer Manager Agreement. Any capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Dealer Manager Agreement.

II. Sale of Shares.

By Participating Adviser’s acceptance of this Agreement, Participating Adviser hereby makes the Shares available for purchase by the clients of the Participating Adviser on a non-exclusive basis and hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions set forth in the Memorandum. Nothing in this Agreement shall be deemed or construed to make Participating Adviser an employee, agent, representative or partner of the Dealer Manager or the Company, and Participating Adviser is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Memorandum or as otherwise specifically authorized by the Company or the Dealer Manager, as applicable. Participating Adviser acknowledges that each of the Company, the Dealer Manager, and their respective officers, directors, employees, and affiliates, are not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity in connection with the Offering and that each of the Company, the Dealer Manager, and their respective officers, directors, employees, and affiliates, have financial interests associated with the purchase of the Shares, as described in the Memorandum, including fees, expense reimbursements, and other payments they anticipate receiving in connection with the Offerings. Participating Adviser acknowledges and agrees that Participating Adviser’s clients that purchase the Shares are relying on recommendations and investment advice provided by Participating Adviser through its representatives and not on any recommendation by the Company or the Dealer Manager.

III. Submission of Orders.

Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Participating Adviser such completed and executed Subscription Agreement together with a check or wire transfer (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Memorandum. Persons who purchase Shares will be instructed by Participating Adviser to make their instruments of payment payable to or for the benefit of “Invesco Commercial Real Estate Finance Trust, Inc.”

If Participating Adviser receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions and any instructions set forth in the Memorandum, Participating Adviser shall return such Subscription Agreement and instrument of payment directly to such purchaser not later than the end of the second business day following receipt by Participating Adviser. Subscription Agreements and instruments of payment received by Participating Adviser which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section III. Transmittal of received investor funds will be made in accordance with the following procedures, as applicable:

(a) where, pursuant to Participating Adviser’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from purchasers, then Participating Adviser will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company by the end of the next business day following receipt thereof by Participating Adviser; and

(b) where, pursuant to Participating Adviser’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Adviser to the Final Review Office by the end of the next business day following receipt by Participating Adviser. The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.

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Participating Adviser acknowledges and agrees that the Company reserves the unconditional right to reject any subscription for any or no reason.

IV. Pricing.

The purchase price per Share will vary and will generally equal the prior month’s net asset value (“NAV”) per Share applicable to the class of Shares being purchased, as determined monthly (in accordance with the NAV calculation procedures described in the Memorandum), or at a different offering price made available to investors in cases where the Company believes there has been a material change to the NAV per Share since the end of the prior month, which is referred to herein as the “transaction price,” plus in either case any applicable upfront selling commissions and dealer manager fees, subject in certain circumstances to reductions thereof as described in the Memorandum.

For stockholders who participate in the DRP, the cash distributions attributable to the class of Shares that each stockholder owns will be automatically invested in additional Shares of the same class. All Shares sold pursuant to the DRP are to be issued and sold to stockholders of the Company at a purchase price equal to the transaction price of the applicable class of Shares on the date that the distribution is payable.

Except as otherwise indicated in the Memorandum or in any letter or memorandum sent to Participating Adviser by the Company or the Dealer Manager, a minimum initial purchase of $10,000 in Class D, and E Shares is required and a minimum initial purchase of $1,000,000 in Class I Shares is required, and additional investments of Shares may be made in cash in minimal increments of at least $2,000, unless such minimums are waived by the Dealer Manager.

V. Participating Adviser’s Compensation.

The Company and the Dealer Manager shall pay no fees, commissions, or other transaction-based compensation to Participating Adviser.

All expenses incurred by Participating Adviser in the performance of Participating Adviser’s obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, will be at Participating Adviser’s sole cost and expense, and the foregoing will apply notwithstanding the fact that the Offering is not consummated for any reason.

VI. Representations, Warranties and Covenants of Participating Adviser.

In addition to the representations and warranties found elsewhere in this Agreement, Participating Adviser represents, warrants and agrees that:

(a) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Participating Adviser is organized.

(b) It is empowered under applicable laws and by Participating Adviser’s organizational documents to enter into this Agreement and perform all activities and services of Participating Adviser provided for herein and there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Participating Adviser’s ability to perform under this Agreement.

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(c) The execution, delivery and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Participating Adviser is bound, or to which any of its assets are subject, or any rule, regulation or order of any court or other governmental agency or body with jurisdiction over it.

(d) All requisite actions have been taken to authorize Participating Adviser to enter into and perform this Agreement.

(e) It shall notify the Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against Participating Adviser or its principals, affiliates, officers, directors, employees or agents, or any person who controls Participating Adviser, within the meaning of Section 15 of the Securities Act.

(f) Participating Adviser will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or U.S. territories unless Participating Dealer receives prior written consent from the Dealer Manager.

(g) Participating Adviser acknowledges that the Dealer Manager will enter into similar agreements with other advisers and broker-dealers, which does not require the consent of Participating Dealer.

VII. Right to Reject Orders or Cancel Sales.

The Company reserves the right to reject any order for any or no reason. Orders not accompanied by an executed Subscription Agreement in good order or the required instrument of payment for the Shares may be rejected. Issuance and delivery of the Shares will be made only after actual receipt of payment therefor.

VIII. Memorandum and Authorized Sales Materials.

Participating Adviser is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares except as set forth in the Memorandum or as otherwise specifically authorized by the Company. The Dealer Manager will supply Participating Adviser with reasonable quantities of the Memorandum, as provided by the Company, as well as any advertising and supplemental sales literature approved by the Company and to be used or delivered by the Dealer Manager or Participating Adviser in connection with the Offering (“Authorized Sales Materials”), as provided by the Company, for delivery to investors, and Participating Adviser will deliver a copy of the Memorandum to each investor to whom an offer is made. Participating Adviser agrees that it will not show or give to any investor or reproduce any material or writing that is supplied to it by the Dealer Manager unless it is designated, marked or otherwise authorized for use with potential investors. For the avoidance of doubt, Participating Adviser will not show or provide to any investor any material that is supplied to it by Dealer Manager and marked “financial professional use only” or otherwise bearing a legend denoting that it is not to be used in connection with the offer or sale of Shares to potential investors. Participating Adviser agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Company in writing. Participating Adviser agrees that prior to the time that a person to whom it has furnished a copy of the Memorandum becomes a Stockholder, Participating Adviser will ensure that such person has received a copy of any revised, updated or supplemented Memorandum.

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Participating Adviser shall (i) conduct all offering and solicitation efforts in a transaction or series of transactions intended to be exempt from the registration requirements under the Securities Act pursuant to Rule 506(b) of Regulation D and applicable state securities laws and regulations, as set forth in the Memorandum, (ii) not offer or sell Shares by any means otherwise inconsistent with this Agreement or the Memorandum, and (iii) not engage in any general advertising or general solicitation activities in connection with the Offering or any sale of the Shares.

Participating Adviser agrees that it shall have delivered (a) to each investor to whom an offer to sell the Shares is made, as of the time of such offer, a copy of the Memorandum and all supplements, amendments and exhibits thereto that have then been made available to Participating Adviser by the Dealer Manager and (b) to each investor that subscribes for Shares, as of the time the Company accepts such investor’s order to purchase the Shares within the timeframes described in the Memorandum, a copy of the Memorandum and all supplements, amendments and exhibits thereto that have then been made available to Participating Adviser by the Dealer Manager. Participating Adviser agrees that it will not send or give any supplement to the Memorandum to an investor unless it has previously sent or given a Memorandum and all supplements, amendments and exhibits thereto.

IX. Compliance with Applicable Laws.

Participating Adviser’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that (i) Participating Adviser is a registered investment adviser in good standing under the Investment Advisers Act of 1940, as amended (the “Act”), and as applicable under the securities laws of the states and the jurisdictions where it is required to be registered to conduct its activities under this Agreement and that its independent contractors and registered representatives have the appropriate licenses(s) to offer and sell the Shares in all such states and jurisdictions, and (ii) Participating Adviser is not registered as a broker-dealer with FINRA. This Agreement shall automatically terminate with no further action by any party hereto if Participating Adviser ceases to be a registered investment adviser in good standing under the Act or under the securities laws of any state in which Participating Adviser is required to be registered or licensed. Participating Adviser agrees to notify the Dealer Manager immediately if Participating Adviser ceases to be a registered investment adviser in good standing under the Act or under the securities laws of any state in which Participating Adviser is currently registered or licensed.

Participating Adviser’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that Participating Adviser’s performance of its obligations under this Agreement shall comply in all material respects with all applicable terms and requirements of (i) the Dealer Manager Agreement, which such terms are incorporated herein by reference, (ii) this Agreement and the Memorandum, (iii) the Securities Act and the rules and regulations of the SEC promulgated under the Securities Act, including without limitation Regulation D, (iv) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated under the Exchange Act, (v) the Act and the rules and regulations of the SEC promulgated under the Act, (vi) applicable state securities or “blue sky” laws, and (vii) all other federal laws, rules and regulations applicable to the Offering and the offer and sale of the Shares, or the activities of Participating Adviser pursuant to this Agreement, including without limitation the privacy standards and requirements of state and federal laws, including the Gramm-Leach-Bliley Act of 1999 (“GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC, the Bank Secrecy Act, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury. Participating Adviser agrees to comply and shall comply with any applicable requirements with respect to its participation in any resales or transfers of the Shares.

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None of (i) Participating Adviser, (ii) any of Participating Adviser’s directors, executive officers, other officers participating in the Offering, general partners or managing members, (iii) any of the directors, executive officers or other officers participating in the Offering of any such general partner or managing member of Participating Adviser, or (iv) any other officers or employees of Participating Adviser or any such general partner or managing member of Participating Adviser that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering (each, a “Participating Adviser Covered Person” and, collectively, the “Participating Adviser Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to 506(d)(1)(viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event (a) contemplated by Rule 506(d)(2) of the Securities Act and (b) a description of which has been furnished in writing to the Company and the Dealer Manager prior to the date hereof or, in the case of a Disqualifying Event occurring after the date hereof, prior to the date of any further offering of Shares.

With respect to each Participating Adviser Covered Person, Participating Adviser has established procedures reasonably designed to ensure that Participating Adviser receives notice from each such Participating Adviser Covered Person of: (i) any Disqualifying Event relating to that Participating Adviser Covered Person and (ii) any event that would, with the passage of time, become a Disqualifying Event relating to that Participating Adviser Covered Person, in each case, occurring up to and including the last date on which Shares are offered in the Offering.

Participating Adviser currently has in place and effect, and shall maintain in place and full force and effect during the term of this Agreement, insurance coverage in amounts and upon terms as are customary and appropriate for a party engaged in Participating Adviser’s business and performing its obligations under this Agreement, including any and all minimum or mandated insurance coverage required by applicable law.

X. Limitation of Offer; Suitability.

Participating Adviser will: (a) conduct all offering and solicitation efforts in a transaction or series of transactions intended to be exempt from the registration requirements under the Securities Act pursuant to Rule 506(b) of Regulation D and applicable state securities laws and regulations; (b) not offer or sell Shares by any means otherwise inconsistent with this Agreement or the Memorandum; (c) offer Shares only to persons who meet the suitability standards set forth in the Memorandum; (d) make offers only to persons in the jurisdictions in which the Dealer Manager is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required; (e) only offer Shares in a jurisdiction if such Participating Adviser is duly licensed to transact securities business in such jurisdiction; and (f) comply with the provisions of all other applicable rules and regulations relating to suitability of investors.

Participating Adviser agrees to ensure that, in recommending the purchase, sale or exchange of Shares to a potential investor, Participating Adviser shall have reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by Participating Adviser or an associated person, that each purchaser of Shares: (A) is an “accredited investor” as that term is defined in Rule 501(a) under the Securities Act (an “Accredited Investor”) and meets the other investor suitability requirements as may be established by the Company and set forth in the Memorandum; (B) has such knowledge and experience in financial and business matters that the offeree is capable of evaluating the merits and risks of an investment in the Shares; (C) is a person for which an investment in the Shares are otherwise suitable; and (D) was not solicited through the use of general solicitation. Participating Adviser

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further represents, warrants and covenants that Participating Adviser will, in offering Shares, comply with the provisions of all applicable rules and regulations relating to suitability of investors and will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor solicited by a person associated with Participating Adviser by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each such proposed investor, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Participating Adviser agrees to retain such documents and records in Participating Adviser’s records for a period of six years from the date of the applicable sale of Shares, to otherwise comply with all applicable record keeping requirements and to make such documents and records available to (i) the Dealer Manager and the Company upon request and (ii) representatives of the SEC, FINRA and applicable state securities administrators upon Participating Adviser’s receipt of an appropriate document, subpoena or other appropriate request for documents from any such agency. Participating Adviser shall not purchase any Shares for a discretionary account without obtaining the prior written approval of Participating Adviser’s customer and such customer’s completed and executed Subscription Agreement.

Participating Adviser further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Memorandum.

XI. Disclosure Review; Confidentiality of Information.

Participating Adviser agrees that it shall have reasonable grounds to believe based on the information made available to it through the Memorandum or other materials that all material facts are adequately and accurately disclosed in the Memorandum and provide a basis for evaluating the Shares. In making this determination, Participating Adviser shall evaluate, at a minimum, items of compensation, physical properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and appraisals and other pertinent reports.

It is anticipated that (i) Participating Adviser and Participating Adviser’s officers, directors, managers, employees, owners, members, partners, diligence personnel or other agents of Participating Adviser that are conducting a due diligence inquiry on behalf of Participating Adviser and (ii) persons or committees, as the case may be, responsible for determining whether Participating Adviser will participate in the Offering ((i) and (ii) are collectively, the “Diligence Representatives”) either have previously or will in the future have access to certain Confidential Information (defined below) pertaining to the Company, the Dealer Manager, Invesco Advisers, Inc., the Company’s external adviser (“Adviser”), or their respective affiliates. For purposes hereof, “Confidential Information” shall mean and include: (i) trade secrets concerning the business and affairs of the Company, the Dealer Manager, the Adviser, or their respective affiliates; (ii) confidential data, know-how, current and planned research and development, current and planned methods and processes, marketing lists or strategies, slide presentations, business plans, however documented, belonging to the Company, the Dealer Manager, the Adviser, or their respective affiliates; (iii) information concerning the business and affairs of the Company, the Dealer Manager, the Adviser, or their respective affiliates (including, without limitation, historical financial statements, financial projections and budgets, investment-related information, models, budgets, plans, and market studies, however documented); (iv) any information marked or designated “Confidential—For Due Diligence Purposes Only”; and (v) any notes, analysis, compilations, studies, summaries and other material containing or based, in whole or in part, on any information included in the foregoing. Participating Adviser agrees to keep, and to cause its Diligence Representatives to keep, all such Confidential Information strictly confidential and to not use, distribute or copy the same except in connection with Participating Adviser’s due diligence inquiry. Participating Adviser agrees to not disclose, and to cause its Diligence Representatives not to disclose, such Confidential Information to the public, or to Participating Adviser’s

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sales staff, financial advisors, or any person involved in selling efforts related to the Offering or to any other third party and agrees not to use the Confidential Information in any manner in the offer and sale of the Shares. Participating Adviser further agrees to use all reasonable precautions necessary to preserve the confidentiality of such Confidential Information, including, but not limited to (a) limiting access to such information to persons who have a need to know such information only for the purpose of Participating Adviser’s due diligence inquiry and (b) informing each recipient of such Confidential Information of Participating Adviser’s confidentiality obligation. Participating Adviser acknowledges that Participating Adviser or its Diligence Representatives may previously have received Confidential Information in connection with preliminary due diligence on the Company, and agrees that the foregoing restrictions shall apply to any such previously received Confidential Information. Participating Adviser acknowledges that Participating Adviser or its Diligence Representatives may in the future receive Confidential Information either in individual or collective meetings or telephone calls with the Company, and agrees that the foregoing restrictions shall apply to any Confidential Information received in the future through any source or medium. Notwithstanding the foregoing, Confidential Information may be disclosed (a) if approved in writing for disclosure by the Company or the Dealer Manager, (b) pursuant to a subpoena or as required by law, or (c) as required by regulation, rule, order or request of any governing or self-regulatory organization (including without limitation the SEC), provided that Participating Adviser shall notify the Dealer Manager in advance if practicable under the circumstances of any attempt to obtain Confidential Information pursuant to provisions (b) and (c).

XII. Compliance with Anti-Money Laundering Compliance Programs.

Participating Adviser hereby represents that it has complied and will comply with Section 326 of the Patriot Act and the implementing rules and regulations promulgated thereunder in connection with its anti-money laundering obligations. Participating Adviser hereby represents that it has adopted and implemented, and will maintain a written anti-money laundering compliance program (“AML Program”) including, without limitation, anti-money laundering policies and procedures relating to customer identification in compliance with applicable laws and regulations, including federal and state securities laws, the Patriot Act, Executive Order 13224 – Executive Order on Terrorist Financing Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism. In accordance with these applicable laws and regulations and its AML Program, Participating Adviser agrees to verify the identity of its new customers; to maintain customer records; and to check the names of new customers against government watch lists, including the Office of Foreign Asset Control’s list of Specially Designated Nationals and Blocked Persons. Additionally, Participating Adviser will monitor account activity to identify patterns of unusual size or volume, geographic factors and any other “red flags” described in the Patriot Act as potential signals of money laundering or terrorist financing. Participating Adviser will submit to the Financial Crimes Enforcement Network any required suspicious activity reports about such activity and further will disclose such activity to applicable federal and state law enforcement when required by law. Upon request by the Dealer Manager at any time, Participating Adviser hereby agrees to furnish (a) a copy of its AML Program to the Dealer Manager for review, and (b) a copy of the findings and any remedial actions taken in connection with Participating Adviser’s most recent independent testing of its AML Program.

XIII. Privacy.

Participating Adviser agrees as follows:

Participating Adviser agrees to abide by and comply in all respects with (a) the privacy standards and requirements of the GLBA and applicable regulations promulgated thereunder, (b) the privacy standards and requirements of any other applicable federal or state law, including the Fair Credit Reporting Act (“FCRA”), and (c) its own internal privacy policies and procedures, each as may be amended from time to time.

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The parties hereto acknowledge that from time to time, Participating Adviser may share with the Company and the Company may share with Participating Adviser nonpublic personal information (as defined under the GLBA) of customers of Participating Adviser. This nonpublic personal information may include, but is not limited to a customer’s name, address, telephone number, social security number, account information and personal financial information. Participating Adviser shall only be granted access to such nonpublic personal information of each of its customers that pertains to the period or periods during which Participating Adviser served as the registered investment adviser for such customer’s account. Participating Adviser, the Dealer Manager and the Company shall not disclose nonpublic personal information of any customers who have opted out of such disclosures, except (a) to service providers (when necessary and as permitted under the GLBA), (b) to carry out the purposes for which one party discloses such nonpublic personal information to another party under this Agreement (when necessary and as permitted under the GLBA) or (c) as otherwise required by applicable law. Any nonpublic personal information that one party receives from another party shall be subject to the limitations on usage described in this Section XIII. Except as expressly permitted under the FCRA, Participating Adviser agrees that it shall not disclose any information that would be considered a “consumer report” under the FCRA.

Participating Adviser shall be responsible for determining which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary, retrieving a list of such customers (the “List”) to identify customers that have exercised their opt-out rights. In the event Participating Adviser, the Dealer Manager or the Company expects to use or disclose nonpublic personal information of any customer for purposes other than as set forth in this Section XIII, it must first consult the List to determine whether the affected customer has exercised his or her opt-out rights. The use or disclosure of any nonpublic personal information of any customer that is identified on the List as having opted out of such disclosures, except as set forth in this Section XIII, shall be prohibited.

Participating Adviser shall implement commercially reasonable measures in compliance with industry best practices designed (a) to assure the security and confidentiality of nonpublic personal information of all customers; (b) to protect such information against any anticipated threats or hazards to the security or integrity of such information; (c) to protect against unauthorized access to, or use of, such information that could result in material harm to any customer; (d) to protect against unauthorized disclosure of such information to unaffiliated third parties; and (e) to otherwise ensure its compliance with all applicable privacy standards and requirements of federal or state law (including, but not limited to, the GLBA), and any other applicable legal or regulatory requirements. Participating Adviser further agrees to cause all its agents, representatives, affiliates, subcontractors, or any other party to whom Participating Adviser provides access to or discloses nonpublic personal information of customers to implement appropriate measures designed to meet the objectives set forth in this Section XIII.

XIV. Indemnification.

For the purposes of this Section XIV, an entity’s “Indemnified Parties” (each, an “Indemnified Party”) shall include the entity itself and such entity’s officers and directors and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act.

(a) Participating Adviser shall indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties, from and against any and all loss, liability, action, claim, damage and expense whatsoever (“Losses”) to which any of the Indemnified Parties may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses arise out of or are based upon (i) any untrue statement of a material fact contained in (a) the Memorandum or (b) any Authorized

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Sales Materials; or (ii) the omission to state in the Memorandum or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that clauses (i) and (ii) apply, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or the Dealer Manager by or on behalf of Participating Adviser specifically for inclusion in the Memorandum or Authorized Sales Materials; (iii) any use by Participating Adviser or its representatives or agents in the offer and sale of the Shares of (a) sales literature that is not Authorized Sales Material, (b) use of Authorized Sales Materials with potential investors who are not Accredited Investors, (c) use with investors of materials that are not designated or otherwise approved for use with end investors, (d) “financial professional use only” materials with investors, or (e) Authorized Sales Material in a particular jurisdiction if such Authorized Sales Material bears a legend denoting that it is not to be used in connection with the sale of Shares in such jurisdiction; (iv) any untrue statement made by Participating Adviser or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Shares; (v) any material violation of this Agreement; (vi) any failure to comply with applicable laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the Patriot Act; or (vii) any other failure to comply with applicable rules of federal or state securities laws and the rules and regulations promulgated thereunder. Participating Adviser will reimburse the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending such Losses. This indemnity agreement will be in addition to any liability that Participating Adviser may otherwise have.

(b) Promptly after receipt by an Indemnified Party under this Section XIV of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section XIV, notify in writing the indemnifying party of the commencement thereof. The failure of the Indemnified Party to so notify the indemnifying party will relieve the indemnifying party from any liability under this Section XIV as to the particular item for which indemnification is then being sought, but not from any other liability that it may have to any Indemnified Party. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses (subject to Section XIV(c) below) incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party. Any Indemnified Party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent of such Indemnified Party.

(c) The indemnifying party under this Section XIV of this Agreement shall pay all legal fees and expenses of the Indemnified Party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obligated to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one Indemnified Party. If such claims or actions are alleged or brought against more than one Indemnified Party, then the indemnifying party shall only be obligated to reimburse the expenses and fees of the one law firm that has been selected by a majority of the Indemnified Parties against which such action is finally brought; and in the event a majority of such Indemnified Parties is unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an Indemnified Party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.

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(d) The indemnity agreement contained in this Section XIV shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of Participating Adviser, or any person controlling Participating Adviser or by or on behalf of the Company, the Dealer Manager or any officer or director thereof, or by or on behalf of any person controlling the Company or the Dealer Manager, (ii) delivery of any Shares and payment therefor, and (iii) any termination of this Agreement. A successor of Participating Adviser or of any party to this Agreement, as the case may be, shall be entitled to the benefits of the indemnity agreement contained in this Section XIV.

XV. Undertaking to Not Facilitate a Secondary Market in the Shares.

Participating Adviser acknowledges that there is no public trading market for the Shares and that there are limits on the ownership, transferability and redemption of the Shares, which significantly limit the liquidity of an investment in the Shares. Participating Adviser also acknowledges that the Company’s share repurchase plan (the “Plan”) will provide, once the Plan is effective (as disclosed in the Memorandum), only a limited opportunity for investors to have their Shares purchased by the Company and that the Company’s board of directors may, in its sole discretion, amend, suspend, or terminate the Plan at any time in accordance with the terms of the Plan. Participating Adviser hereby agrees that so long as the Company has not listed the Shares on a national securities exchange, Participating Adviser will not engage in any action or transaction that would facilitate or otherwise create the appearance of a secondary market in the Shares without the prior written approval of the Dealer Manager.

XVI. Arbitration.

Any dispute, controversy or claim arising between the parties relating to this Agreement (whether such dispute arises under any federal, state or local statute or regulation, or at common law), shall be resolved by final and binding arbitration administered in accordance with the then-current commercial arbitration rules of the American Arbitration Association in accordance with the terms of this Agreement (including the governing law provisions of this Agreement and pursuant to the Federal Arbitration Act (9 U.S.C. §§ 1 – 16)). The parties will request that the arbitrator or arbitration panel (“Arbitrator”) issue written findings of fact and conclusions of law. The Arbitrator shall not be empowered to make any award or render any judgment for punitive damages, and the Arbitrator shall be required to follow applicable law in construing this Agreement, making awards, and rendering judgments. The decision of the arbitration panel shall be final and binding, and judgment upon any arbitration award may be entered by any court having jurisdiction. All arbitration hearings will be held in Atlanta, Georgia, or in another mutually agreed upon location. The parties may agree on a single arbitrator, or, if the parties cannot so agree, each party will have the right to choose one arbitrator, and the selected arbitrators will choose a third arbitrator. Each arbitrator must have experience and education that qualify him or her to competently address the specific issues to be designated for arbitration. Notwithstanding the preceding, no party will be prevented from immediately seeking provisional remedies in courts of competent jurisdiction, including but not limited to, temporary restraining orders and preliminary injunctions, but such remedies will not be sought as a means to avoid or stay arbitration.

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XVII. Termination; Survival; Amendment; Entire Agreement.

Participating Adviser will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Any party may terminate this Agreement by written notice pursuant to Section XX below, which termination notice may be delivered in such party’s sole discretion. Such termination shall be effective 48 hours after the mailing of such written notice. This Agreement shall automatically terminate without the requirement for further action by any party to this Agreement upon the termination of the Dealer Manager Agreement.

Upon expiration or termination of this Agreement, the Dealer Manager shall pay to Participating Adviser all earned but unpaid compensation to which Participating Adviser is or becomes entitled under Section V hereof at such time as such compensation or reimbursement becomes payable.

The respective agreements and obligations of Participating Adviser and the Dealer Manager set forth in Sections V, XII through XIV and XVI through XXII of this Agreement and Section 8 of the Dealer Manager Agreement shall remain operative and in full force and effect regardless of the termination of this Agreement.

Notwithstanding the termination of this Agreement or the payment of any amount to Participating Adviser, Participating Adviser agrees to pay Participating Adviser’s proportionate share of any claim, demand or liability asserted against Participating Adviser and the other Participating Distribution Agents (as defined in the Dealer Manager Agreement) on the basis that such Participating Distribution Agents or any of them constitute an association, unincorporated business or other separate entity, including in each case such Participating Distribution Agent’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

This Agreement may be amended at any time by the Dealer Manager by written notice to Participating Adviser, and any such amendment, including any amendment to the Dealer Manager Agreement, shall be deemed accepted by Participating Adviser upon placing an order for sale of Shares after it has received such notice.

This Agreement and the schedules hereto are the entire agreement of the parties and supersedes all prior agreements, if any, between the parties hereto relating to the subject matter hereof.

XVIII. Use of Company and Invesco Names.

Except as expressly provided herein, nothing herein shall be deemed to constitute a waiver by the Dealer Manager of any consent that would otherwise be required under this Agreement or applicable law prior to the use of Participating Adviser of the name or identifying marks of the Company, the Dealer Manager, “Invesco” or “Invesco Real Estate” (or any combination or derivation thereof). The Dealer Manager reserves the right to withdraw its consent to the use of the Company’s name at any time and to request to review any materials generated by Participating Adviser that use the Company’s or Invesco’s name or mark. Any such consent is expressly subject to the continuation of this Agreement and shall terminate with the termination of this Agreement as provided herein.

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XIX. Assignment; Third Party Beneficiary.

Participating Adviser shall have no right to assign this Agreement or any of Participating Adviser’s rights hereunder or to delegate any of Participating Adviser’s obligations. Any purported assignment or delegation by Participating Adviser shall be null and void. The Dealer Manager shall have the right to assign any or all of its rights and obligations under this Agreement by written notice, and Participating Adviser shall be deemed to have consented to such assignment by execution hereof. Dealer Manager shall provide written notice of any such assignment to Participating Adviser. The Company is a third party beneficiary with respect to this Agreement and may enforce its rights, to the extent set forth herein, against any party to this Agreement.

XX. Notice.

All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally or by commercial messenger, (ii) on the business day of transmission if sent by email to the email address given below, with written confirmation of receipt, and (iii) one (1) business day following deposit with a recognized overnight courier service, provided such deposit occurs prior to the deadline imposed by such service for overnight delivery, in each case above provided such communication is addressed to the intended recipient thereof as set forth below:

If to the Dealer Manager, to:	Invesco Distributors, Inc.
	11 Greenway Plaza
	Suite 1000
	Houston, Texas 77046-1173
	Attention: Veronica Castillo
	Email: Veronica.Castillo@invesco.com
If to Participating Adviser, to:	The address specified by Participating Adviser on the signature page hereto.

XXI. Attorneys’ Fees; Applicable Law and Venue.

In any action to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. This Agreement and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under the internal laws, as opposed to the conflicts of law provisions, of the State of Delaware. Venue for any action brought hereunder (including arbitration) shall lie exclusively in Atlanta, Georgia.

XXII. No Partnership.

Nothing in this Agreement shall be construed or interpreted to constitute Participating Adviser as an employee, agent or representative of, or in association with or in partnership with, the Dealer Manager, the Company or the other Participating Distribution Agents. Instead, this Agreement shall only constitute Participating Adviser as a dealer authorized by the Dealer Manager to sell the Shares according to the terms set forth in the Memorandum and in this Agreement.

[Signatures on following pages.]

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If the foregoing is in accordance with Participating Adviser’s understanding and agreement, please sign and return the attached duplicate of this Agreement.

Very truly yours,

INVESCO DISTRIBUTORS, INC.

By:

Title:

Date:

We have read the foregoing Agreement and we hereby accept and agree to the terms and conditions therein set forth.

1. Identity of Participating Adviser:

Company Name:

Type of entity:

Organized in the State of:

Licensed as registered investment adviser in all States: Yes: ________            No: _________                

If no, list all States licensed as registered investment adviser:

Tax ID #:

2. Person to receive notices delivered pursuant to the Agreement.

Name:

Company:

Address:

City, State and Zip:

Telephone:

Fax:

Email:

AGREED TO AND ACCEPTED BY PARTICIPATING ADVISER:
	(Participating Adviser’s Firm Name)
By:
	Signature
Name:
Title:
Date:

14

EX-21

EXHIBIT 21

SUBSIDIARIES OF INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

Name under which Subsidiary does Business	Jurisdiction of Incorporation
Invesco Commercial Real Estate Finance Trust Investments GP, LLC	Delaware
Invesco Commercial Real Estate Finance Investments, LP	Delaware
Invesco Commercial Real Estate Finance Trust Securities, LLC	Delaware
INCREF Investments CB Seller, LLC	Delaware
INCREF Investments MS Seller, LLC	Delaware
INCREF Investments MS Pledgor, LLC	Delaware
INCREF Investments BMO Seller, LLC	Delaware
INCREF Investments BMO Pledgor, LLC	Delaware