0001193125-23-221576 Sample Contracts

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC. DEALER MANAGER AGREEMENT August 23, 2023
Dealer Manager Agreement • August 25th, 2023 • Invesco Commercial Real Estate Finance Trust, Inc. • Real estate investment trusts • 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 (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 Ag

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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
Valuation Services Agreement • August 25th, 2023 • Invesco Commercial Real Estate Finance Trust, Inc. • Real estate investment trusts • Georgia

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”).

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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
Valuation Services Agreement • August 25th, 2023 • Invesco Commercial Real Estate Finance Trust, Inc. • Real estate investment trusts • 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”).

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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 • August 25th, 2023 • Invesco Commercial Real Estate Finance Trust, Inc. • Real estate investment trusts • 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.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 25th, 2023 • Invesco Commercial Real Estate Finance Trust, Inc. • Real estate investment trusts

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.”

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INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC. RESTRICTED STOCK AWARD AGREEMENT FOR NON-EXECUTIVE DIRECTORS
Restricted Stock Award Agreement for Non • August 25th, 2023 • Invesco Commercial Real Estate Finance Trust, Inc. • Real estate investment trusts

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.)

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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 • August 25th, 2023 • Invesco Commercial Real Estate Finance Trust, Inc. • Real estate investment trusts

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”).

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AMENDMENT NO.1 TO AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • August 25th, 2023 • Invesco Commercial Real Estate Finance Trust, Inc. • Real estate investment trusts

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.

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INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • August 25th, 2023 • Invesco Commercial Real Estate Finance Trust, Inc. • Real estate investment trusts
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INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC. DEALER MANAGER AGREEMENT May 5, 2023
Manager Agreement • August 25th, 2023 • Invesco Commercial Real Estate Finance Trust, Inc. • Real estate investment trusts • 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

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INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC. AMENDMENT NO. 2 TO SUBSCRIPTION AGREEMENT
Subscription Agreement • August 25th, 2023 • Invesco Commercial Real Estate Finance Trust, Inc. • Real estate investment trusts
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