Common use of DST Dealer Manager Agreement Clause in Contracts

DST Dealer Manager Agreement. The Dealer Manager has entered into an amended and restated dealer manager agreement with the Sponsor and Starwood REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), dated April 9, 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 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 $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 with all appendixes thereto, the “Memorandum”). In this Agreement, the term Memorandum shall refer to 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 Sponsor is an indirect wholly owned subsidiary of the Operating Partnership, and the Operating Partnership is the entity through which Starwood Real Estate Income Trust, Inc. (“SREIT”), 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 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 Sponsor. In connection with performing the Dealer Manager’s obligations under the DST Dealer Manager Agreement, the Dealer Manager is authorized to enter into (a) 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 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, (b) participating adviser agreements in the form pre-approved in writing by the Sponsor with registered investment advisers, and (c) participating bank agreements in the form pre-approved in writing by the Sponsor with other properly licensed financial intermediaries. Upon effectiveness of this Agreement, Participating Dealer will become one of the “Participating Dealers” referred to in the DST Dealer Manager Agreement and will be entitled to and subject to the terms and conditions of the DST Dealer Manager Agreement (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 Dealers severally agree to indemnify and hold harmless the Sponsor, the Operating Partnership, the Trusts, the Dealer Manager and each officer and director thereof, and each person, if any, who controls the Sponsor, 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 an amended and restated a dealer manager agreement with the Sponsor Company and Starwood Invesco REIT Operating Partnership, L.P.Partnership LP, a Delaware limited partnership (the “Operating Partnership”), dated April 9[ ], 2024 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 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 Sponsor 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 $1,000,000,000 3,000,000,000 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 with all appendixes thereto, the “Memorandum”). In this Agreement, the term Memorandum shall refer to 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 Sponsor Company is an indirect wholly wholly-owned subsidiary of the Operating Partnership, and the Operating Partnership is the entity through which Starwood Invesco Real Estate Income Trust, Trust Inc. (“SREITINREIT”), 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 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 SponsorCompany. In connection with performing the Dealer Manager’s obligations under the DST Dealer Manager Agreement, the Dealer Manager is authorized to enter into (a) 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 Sponsor 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, (b) 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 Sponsor Company with registered investment advisers, and (c) participating bank agreements in the form pre-approved in writing by the Sponsor 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 DST Dealer Manager Agreement and will be entitled to and subject to the terms and conditions of the DST Dealer Manager Agreement (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 Dealers severally agree to indemnify and hold harmless the SponsorCompany, the Operating Partnership, the Trusts, the Dealer Manager and each officer and director thereof, and each person, if any, who controls the SponsorCompany, 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 an amended and restated dealer manager agreement a DST Dealer Manager Agreement with the Sponsor and Starwood REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”)Company, dated April 9January 25, 2024 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 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 Sponsor 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 $1,000,000,000 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 a 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 Sponsor Company 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 Starwood Invesco Real Estate Income Trust, Inc. (“SREIT”)Trust Inc., a Maryland corporationcorporation (“INREIT”), 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 SponsorCompany. In connection with performing the Dealer Manager’s obligations under the DST Dealer Manager AgreementAgreement , the Dealer Manager is authorized to enter into (ai) 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 Sponsor 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, (bii) 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 Sponsor Company with registered investment advisers, and (ciii) participating bank agreements in the form pre-approved in writing by the Sponsor Company with other properly licensed financial intermediaries. Upon effectiveness of this Agreement, Participating Dealer Adviser will become one of the “Participating DealersAdvisers” 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 (a copy of which shall be available to Participating Dealer upon request)Agreement, including without limitation the provisions of the DST Dealer Manager Agreement wherein the Participating Dealers Advisers severally agree to indemnify and hold harmless the SponsorCompany, the Operating Partnership, the Trusts, the Dealer Manager and each officer and director thereof, and each person, if any, who controls the SponsorCompany, 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 an amended and restated a dealer manager agreement with the Sponsor and Starwood REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), dated April 9December 18, 2024 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 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 $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 with all appendixes thereto, the “Memorandum”). In this Agreement, the term Memorandum shall refer to 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 Sponsor is an indirect wholly wholly-owned subsidiary of the Operating Partnership, and the Operating Partnership is the entity through which Starwood Real Estate Income Trust, Inc. (“SREIT”), 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 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 Sponsor. In connection with performing the Dealer Manager’s obligations under the DST Dealer Manager Agreement, the Dealer Manager is authorized to enter into (a) 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 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, (b) participating adviser agreements in the form pre-approved in writing by the Sponsor with registered investment advisers, and (c) participating bank agreements in the form pre-approved in writing by the Sponsor with other properly licensed financial intermediaries. Upon effectiveness of this Agreement, Participating Dealer will become one of the “Participating Dealers” referred to in the DST Dealer Manager Agreement and will be entitled to and subject to the terms and conditions of the DST Dealer Manager Agreement (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 Dealers severally agree to indemnify and hold harmless the Sponsor, the Operating Partnership, the Trusts, the Dealer Manager and each officer and director thereof, and each person, if any, who controls the Sponsor, the Operating Partnership, any Trust or the Dealer Manager within the meaning of the Securities Act.