INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC. DEALER MANAGER AGREEMENT May 5, 2023Dealer Manager Agreement • June 29th, 2023 • Invesco Commercial Real Estate Finance Trust, Inc. • Georgia
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 e
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 AGREEMENTValuation Services Agreement • June 29th, 2023 • Invesco Commercial Real Estate Finance Trust, Inc. • New York
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”).
AMENDED AND RESTATED ADVISORY AGREEMENT AMONG INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC. INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP AND INVESCO ADVISERS, INC.Advisory Agreement • June 29th, 2023 • Invesco Commercial Real Estate Finance Trust, Inc. • New York
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.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 29th, 2023 • Invesco Commercial Real Estate Finance Trust, Inc.
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.”
INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC. RESTRICTED STOCK AWARD AGREEMENT FOR NON-EXECUTIVE DIRECTORSRestricted Stock Award Agreement for Non • June 29th, 2023 • Invesco Commercial Real Estate Finance Trust, Inc.
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.)
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...Revolving Credit Agreement • June 29th, 2023 • Invesco Commercial Real Estate Finance Trust, Inc. • New York
THIS REVOLVING CREDIT AGREEMENT is dated as of May 10, 2023, by and among INVESCO COMMERCIAL REAL ESTATE FINANCE INVESTMENTS, LP, a Delaware limited partnership (“Borrower”), INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC., a Maryland corporation (“Initial Guarantor” and, collectively with any other Person that becomes a guarantor hereunder pursuant to Section 2.16 hereof, “Guarantors” and each, a “Guarantor”), and BANK OF AMERICA, N.A., a national banking association (in its individual capacity, “Bank of America”), as administrative agent (together with any successor appointed pursuant to Section 12 below, the “Administrative Agent”) for the Lenders (as hereinafter defined) and the Letter of Credit Issuer, and the Lenders.
