Common use of DST Dealer Manager Agreement Clause in Contracts

DST Dealer Manager Agreement. The Dealer Manager has entered into a DST Dealer Manager Agreement with the Company, dated January 25, 2023 (as amended or restated, the “DST Dealer Manager Agreement”). Any capitalized terms not otherwise defined herein shall have the meanings given to such terms in the DST Dealer Manager Agreement. As described in the DST Dealer Manager Agreement, the Company is offering (each, an “Offering” and collectively, the “Offerings”) in one or more private placements 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”), up to $3,000,000,000 (such amount as may be increased by INREIT (defined below)) of DST Interests in one or more Delaware statutory trusts (each, a “Trust” and collectively, the “Trusts”) pursuant to the terms and conditions set forth in a Private Placement Memorandum for each Offering (as may be amended or supplemented from time to time and with all appendixes thereto, the “Memorandum”). In this Agreement, the term “Memorandum” shall refer to the single Memorandum used in connection with each Offering and the term “Memoranda” shall refer to all Memoranda used in connection with all of the collective Offerings contemplated by this Agreement. The Company is an indirect wholly-owned subsidiary of Invesco REIT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and the Operating Partnership is the entity through which Invesco Real Estate Income Trust Inc., a Maryland corporation (“INREIT”), conducts substantially all of its business and owns substantially all of its assets. A DST Interest is a beneficial ownership interest in a Trust that will either (i) beneficially own a series of Trusts, each of which will hold one commercial property (each, a “Property” and collectively, the “Properties”); or (ii) own a Property directly. Information regarding each Property in which DST Interests will be offered will be included in the Memorandum or in a property-specific supplement to the Memorandum. DST Interests will be offered and sold in an 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 DST Interests in a given Trust, as set forth in the Memorandum, are sold; and (2) twelve months from the commencement of the Offering, subject, however, to two six-month extension options exercisable at the sole discretion of the Company. In connection with performing the Dealer Manager’s obligations under the DST Dealer Manager Agreement , the Dealer Manager is authorized to enter into (i) participating dealer agreements materially in the form attached as Exhibit B to the DST 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 DST Interests in an Offering, (ii) participating adviser agreements materially in the form attached as Exhibit C to the DST Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company with registered investment advisers, and (iii) 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 DST Dealer Manager Agreement (a copy of which will be available to Participating Adviser upon request) and will be entitled to and subject to the terms and conditions of the DST Dealer Manager Agreement, including without limitation the provisions of the DST Dealer Manager Agreement wherein the Participating Advisers severally agree to indemnify and hold harmless the Company, the Operating Partnership, the Trusts, the Dealer Manager and each officer and director thereof, and each person, if any, who controls the Company, the Operating Partnership, any Trust or the Dealer Manager within the meaning of the Securities Act.

DST Dealer Manager Agreement. The Dealer Manager has entered into a DST Dealer Manager Agreement dealer manager agreement with the CompanySponsor and Brookfield REIT Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), dated January 25October 1, 2023 2024 (as amended or restated, the “DST Dealer Manager Agreement”), and each Trust shall execute a joinder agreement in the form attached to the DST Dealer Manager Agreement pursuant to which such Trust will join the DST Dealer Manager Agreement and agree to be bound by the terms and conditions thereof. Any capitalized terms not otherwise defined herein shall have the meanings given to such terms in the DST Dealer Manager Agreement. As described in the DST Dealer Manager Agreement, the Company Sponsor is offering (each, an “Offering” and collectively, the “Offerings”) in one or more private placements 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”), up to $3,000,000,000 1.0 billion (or such increased amount as may be increased determined by INREIT Brookfield REIT (defined below)) of DST Interests in one or more Delaware statutory trusts (each, a “Trust” and collectively, the “Trusts”) pursuant to the terms and conditions set forth in a Private Placement Memorandum (or Supplement to a Master Private Placement Memorandum, if applicable) for each Offering (as may be amended or supplemented from time to time and with all appendixes thereto, the “Memorandum”). In this Agreement, the term “Memorandum” shall refer to the single Memorandum Memorandum, or Supplement to a Master Private Placement Memorandum, as applicable, used in connection with each Offering and the term “Memoranda” shall refer to all Memoranda used in connection with all of the collective Offerings contemplated by this Agreement. The Company Sponsor is an indirect wholly-indirect, wholly owned subsidiary of Invesco REIT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and the Operating Partnership is the entity through which Invesco Brookfield Real Estate Income Trust Inc.Inc. (“Brookfield REIT”), a Maryland corporation (“INREIT”)corporation, conducts substantially all of its business and owns substantially all of its assets. A DST Interest is a unit of beneficial ownership interest in a Trust that will either (i) beneficially own a series of Trusts, each of which will hold one commercial property (each, a “Property” and collectively, the “Properties”); or (ii) own a Property directly. Information regarding each Property held, directly or indirectly, by a Trust in which DST Interests will be offered will be included in the Memorandum or in a property-specific supplement to the Memorandum. DST Interests will be offered and sold in an 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 DST Interests in a given Trust, as set forth in the Memorandum, are sold; and (2) twelve months from the commencement of the Offering, subject, however, to two sixa twelve-month extension options option exercisable at the sole discretion of the CompanySponsor. In connection with performing the Dealer Manager’s obligations under the DST Dealer Manager Agreement Agreement, the Dealer Manager is authorized to enter into (ia) participating dealer agreements materially in the form attached as Exhibit B to the DST Dealer Manager Agreement or in such other form as shall be pre-approved in writing agreed to by the Company Sponsor with other broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) to solicit subscriptions for DST Interests in an Offering, (ii) and participating adviser agreements materially in the form attached as Exhibit C agreed to the DST Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company Sponsor with registered investment advisers, and (iii) 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 Dealer will become one of the “Participating AdvisersDealers” referred to in the DST Dealer Manager Agreement (a copy of which will be available to Participating Adviser upon request) and will be entitled to and subject to the terms and conditions of the DST Dealer Manager AgreementAgreement (a copy of which shall be available to a Participating Dealer upon request), including without limitation the provisions of the DST Dealer Manager Agreement wherein (i) the Participating Advisers Dealers severally agree to indemnify and hold harmless the CompanySponsor, the Operating Partnership, the Trusts, the Dealer Manager and each officer and director thereof, and each person, if any, who controls the CompanySponsor, the Operating Partnership, any Trust or the Dealer Manager within the meaning of the Securities Act; and (ii) the Sponsor and each Trust agree to indemnify and hold harmless each Participating Dealer, and each of their respective officers and directors, and each person, if any, who controls the Participating Dealer within the meaning of the Securities Act.

DST Dealer Manager Agreement. The Dealer Manager has entered into a DST Dealer Manager Agreement an amended and restated dealer manager agreement with the CompanySponsor and Starwood REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), dated January 25April 9, 2023 2024 (as amended or restated, the “DST Dealer Manager Agreement”), and each Trust shall execute a joinder agreement in the form attached to the DST Dealer Manager Agreement pursuant to which such Trust will join the DST Dealer Manager Agreement and agree to be bound by the terms and conditions thereof. Any capitalized terms not otherwise defined herein shall have the meanings given to such terms in the DST Dealer Manager Agreement. As described in the DST Dealer Manager Agreement, the Company Sponsor is offering (each, an “Offering” and collectively, the “Offerings”) in one or more private placements 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”), up to $3,000,000,000 (such amount as may be increased by INREIT (defined below)) 1,000,000,000 of DST Interests in one or more Delaware statutory trusts (each, a “Trust” and collectively, the “Trusts”) pursuant to the terms and conditions set forth in a Private Placement Memorandum for each Offering (as may be amended or supplemented from time to time and with all appendixes thereto, the “Memorandum”). In this Agreement, the term “Memorandum” Memorandum shall refer to the a single Memorandum used in connection with each Offering and the term “Memoranda” shall refer to all Memoranda used in connection with all of the collective Offerings contemplated by this Agreement. The Company Sponsor is an indirect wholly-wholly owned subsidiary of Invesco REIT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and the Operating Partnership is the entity through which Invesco Starwood Real Estate Income Trust Inc.Trust, Inc. (“SREIT”), a Maryland corporation (“INREIT”)corporation, conducts substantially all of its business and owns substantially all of its assets. A DST Interest is a unit of beneficial ownership interest in a Trust that will either (i) beneficially own a series of Trusts, each of which will hold one commercial property (each, a “Property” and collectively, the “Properties”); or (ii) own a Property directly. Information regarding each Property in which DST Interests will be offered will be included in the Memorandum or in a property-specific supplement to the Memorandum. DST Interests will be offered and sold in an 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 DST Interests in a given Trust, as set forth in the Memorandum, are sold; and (2) twelve months from the commencement of the Offering, subject, however, to two six-month extension options exercisable at the sole discretion of the CompanySponsor. In connection with performing the Dealer Manager’s obligations under the DST Dealer Manager Agreement Agreement, the Dealer Manager is authorized to enter into (ia) participating dealer agreements materially in the form attached as Exhibit B to the DST Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company Sponsor with other broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) to solicit subscriptions for DST Interests in an Offering, (iib) participating adviser agreements materially in the form attached as Exhibit C to the DST Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company Sponsor with registered investment advisers, and (iiic) participating bank agreements in the form pre-approved in writing by the Company Sponsor with other properly licensed financial intermediaries. Upon effectiveness of this Agreement, Participating Adviser Dealer will become one of the “Participating AdvisersDealers” referred to in the DST Dealer Manager Agreement (a copy of which will be available to Participating Adviser upon request) and will be entitled to and subject to the terms and conditions of the DST Dealer Manager AgreementAgreement (a copy of which shall be available to Participating Dealer upon request), including without limitation the provisions of the DST Dealer Manager Agreement wherein the Participating Advisers Dealers severally agree to indemnify and hold harmless the CompanySponsor, the Operating Partnership, the Trusts, the Dealer Manager and each officer and director thereof, and each person, if any, who controls the CompanySponsor, the Operating Partnership, any Trust or the Dealer Manager within the meaning of the Securities Act.

DST Dealer Manager Agreement. The Dealer Manager has entered into a DST Dealer Manager Agreement dealer manager agreement with the CompanySponsor and Starwood REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), dated January 25December 18, 2023 (as amended or restated, the “DST Dealer Manager Agreement”), and each Trust shall execute a joinder agreement in the form attached to the DST Dealer Manager Agreement and pursuant to which such Trust will join the DST Dealer Manager Agreement and agree to be bound by the terms and conditions thereof. Any capitalized terms not otherwise defined herein shall have the meanings given to such terms in the DST Dealer Manager Agreement. As described in the DST Dealer Manager Agreement, the Company Sponsor is offering (each, an “Offering” and collectively, the “Offerings”) in one or more private placements 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”), up to $3,000,000,000 (such amount as may be increased by INREIT (defined below)) 1,000,000,000 of DST Interests in one or more Delaware statutory trusts (each, a “Trust” and collectively, the “Trusts”) pursuant to the terms and conditions set forth in a Private Placement Memorandum for each Offering (as may be amended or supplemented from time to time and with all appendixes thereto, the “Memorandum”). In this Agreement, the term “Memorandum” Memorandum shall refer to the a single Memorandum used in connection with each Offering and the term “Memoranda” shall refer to all Memoranda used in connection with all of the collective Offerings contemplated by this Agreement. The Company Sponsor is an indirect wholly-owned subsidiary of Invesco REIT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and the Operating Partnership is the entity through which Invesco Starwood Real Estate Income Trust Inc.Trust, Inc. (“SREIT”), a Maryland corporation (“INREIT”)corporation, conducts substantially all of its business and owns substantially all of its assets. A DST Interest is a unit of beneficial ownership interest in a Trust that will either (i) beneficially own a series of Trusts, each of which will hold one commercial property (each, a “Property” and collectively, the “Properties”); or (ii) own a Property directly. Information regarding each Property in which DST Interests will be offered will be included in the Memorandum or in a property-specific supplement to the Memorandum. DST Interests will be offered and sold in an 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 DST Interests in a given Trust, as set forth in the Memorandum, are sold; and (2) twelve months from the commencement of the Offering, subject, however, to two six-month extension options exercisable at the sole discretion of the CompanySponsor. In connection with performing the Dealer Manager’s obligations under the DST Dealer Manager Agreement Agreement, the Dealer Manager is authorized to enter into (ia) participating dealer agreements materially in the form attached as Exhibit B to the DST Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company Sponsor with other broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) to solicit subscriptions for DST Interests in an Offering, (iib) participating adviser agreements materially in the form attached as Exhibit C to the DST Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company Sponsor with registered investment advisers, and (iiic) participating bank agreements in the form pre-approved in writing by the Company Sponsor with other properly licensed financial intermediaries. Upon effectiveness of this Agreement, Participating Adviser Dealer will become one of the “Participating AdvisersDealers” referred to in the DST Dealer Manager Agreement (a copy of which will be available to Participating Adviser upon request) and will be entitled to and subject to the terms and conditions of the DST Dealer Manager AgreementAgreement (a copy of which shall be available to Participating Dealer upon request), including without limitation the provisions of the DST Dealer Manager Agreement wherein the Participating Advisers Dealers severally agree to indemnify and hold harmless the CompanySponsor, the Operating Partnership, the Trusts, the Dealer Manager and each officer and director thereof, and each person, if any, who controls the CompanySponsor, the Operating Partnership, any Trust or the Dealer Manager within the meaning of the Securities Act.

DST Dealer Manager Agreement. The Dealer Manager has entered into a DST Dealer Manager Agreement dealer manager agreement with the CompanyCompany and Invesco REIT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), dated January 25[ ], 2023 (as amended or restated, the “DST Dealer Manager Agreement”). Any capitalized terms not otherwise defined herein shall have the meanings given to such terms in the DST Dealer Manager Agreement. As described in the DST Dealer Manager Agreement, the Company is offering (each, an “Offering” and collectively, the “Offerings”) in one or more private placements 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”), up to $3,000,000,000 (such amount as may be increased by INREIT (defined below)) of DST Interests in one or more Delaware statutory trusts (each, a “Trust” and collectively, the “Trusts”) pursuant to the terms and conditions set forth in a Private Placement Memorandum for each Offering (as may be amended or supplemented from time to time and with all appendixes thereto, the “Memorandum”). In this Agreement, the term “Memorandum” Memorandum shall refer to the a single Memorandum used in connection with each Offering and the term “Memoranda” shall refer to all Memoranda used in connection with all of the collective Offerings contemplated by this Agreement. The Company is an indirect wholly-owned subsidiary of Invesco REIT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and the Operating Partnership is the entity through which Invesco Real Estate Income Trust Inc., a Maryland corporation Inc. (“INREIT”), a Maryland corporation, conducts substantially all of its business and owns substantially all of its assets. A DST Interest is a unit of beneficial ownership interest in a Trust that will either (i) beneficially own a series of Trusts, each of which will hold one commercial property (each, a “Property” and collectively, the “Properties”); or (ii) own a Property directly. Information regarding each Property in which DST Interests will be offered will be included in the Memorandum or in a property-specific supplement to the Memorandum. DST Interests will be offered and sold in an 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 DST Interests in a given Trust, as set forth in the Memorandum, are sold; and (2) twelve months from the commencement of the Offering, subject, however, to two six-month extension options exercisable at the sole discretion of the Company. In connection with performing the Dealer Manager’s obligations under the DST Dealer Manager Agreement Agreement, the Dealer Manager is authorized to enter into (ia) participating dealer agreements materially in the form attached as Exhibit B to the DST 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 DST Interests in an Offering, (iib) participating adviser agreements materially in the form attached as Exhibit C to the DST Dealer Manager Agreement or in such other form as shall be pre-approved in writing by the Company with registered investment advisers, and (iiic) 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 Dealer will become one of the “Participating AdvisersDealers” referred to in the DST Dealer Manager Agreement (a copy of which will be available to Participating Adviser upon request) and will be entitled to and subject to the terms and conditions of the DST Dealer Manager AgreementAgreement (a copy of which shall be available to Participating Dealer upon request), including without limitation the provisions of the DST Dealer Manager Agreement wherein the Participating Advisers Dealers severally agree to indemnify and hold harmless the Company, the Operating Partnership, the Trusts, the Dealer Manager and each officer and director thereof, and each person, if any, who controls the Company, the Operating Partnership, any Trust or the Dealer Manager within the meaning of the Securities Act.