Invincible Investment : MOU to Amend the Fixed-term Building Lease and Property Management Agreement pertaining to the rent conditions for Oct to Dec, 2022 with Major Tenant

[For Information Purpose Only.

The Japanese language press release should be referred to as the original.]

December 9, 2022

To All Concerned Parties

Name of REIT Issuer:

Invincible Investment Corporation

Naoki Fukuda, Executive Director

(Securities code: 8963)

Asset manager:

Consonant Investment Management Co., Ltd. Naoki Fukuda, President & CEO

Contact: Jun Komo

General Manager of Planning Department (Tel. [phone])

Notice concerning Conclusion of Memorandum of Understanding to Amend the Fixed-term Building Lease and Property Management Agreement pertaining to the rent conditions for the period from October to December 2022 with Major Tenant

Invincible Investment Corporation ("INV") announced the decision to enter into a Memorandum of Understanding (the "MOU") to amend each fixed-term building lease and property management agreement ("MLPM Agreements") pertaining to the rent conditions for the period from October 1, 2022 to December 31, 2022 for domestic hotels owned by INV with INV's main tenant, MyStays Hotel Management Co., Ltd. ("MHM") and its affiliates (the "MHM Group"), who operate the hotels, as decided today by Consonant Investment Management Co., Ltd. ("CIM"), the asset manager of INV.

The MHM Group has received investments through funds managed by affiliates of the Sponsor, Fortress Investment Group LLC ("FIG"). Therefore, CIM has treated the MHM Group as equivalent to Sponsor-related Persons. As such, CIM and INV have sincerely deliberated, discussed, and resolved to enter into the MOU in accordance with the internal rules of CIM to handle the related party transactions.

1. Outline of the MOU

Since the spread of the new coronavirus (COVID-19) began to have a tremendous impact on the hotel sector, INV entered into an MOU with the MHM Group to amend each MLPM Agreement eight times in total starting from May 11, 2020 (collectively referred to as the "Executed MOU"). For details of the previously Executed MOU, please refer to each press release described in "5. Reference Press Release List" below.

These Executed MOU were agreed as a tentative measure with respect to the 73 domestic hotels leased through the trustees to the MHM Group (the "Subject Properties") for the period from March 1, 2020 to September 30, 2022. Thus, unless otherwise agreed, from October 2022 onward, the terms and conditions

This English language notice is a translation of the Japanese-language notice released on December 9, 2022 and was prepared solely for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

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under the MLPM Agreements prior to the amendment by each MOU (hereinafter referred to as the "Original Leasing Terms and Conditions") will be applied. Demand for domestic hotels owned by INV is generally on a recovery trend, and the total GOP of all Subject Properties (73 properties) during the period from October 1, 2022 to December 31, 2022 (the "Fourth Quarter of 2022") is trending at a level that exceeds the total fixed rent stipulated in the Original Leasing Terms and Conditions by about 40%. However, on an individual hotel basis, GOP of some hotels is still below the fixed rent stipulated in the Original Leasing Terms and Conditions, in which the rent payment is calculated for each hotel. Therefore,

1. for hotels where the GOP exceeds the fixed rent, MHM will pay out all the surpluses as variable rent, while (ii) for hotels where the GOP is lower than the fixed rent, MHM group needs to compensate for the difference between the fixed rent and the GOP, making it difficult for MHM Group, which has limited book equity given it's a hotel management company, to pay the rent based on the Original Leasing Terms and Conditions. Therefore, to make it possible for the MHM Group to continue the hotel operation of the Subject Properties, certain changes in Original Leasing Terms and Conditions is inevitable even after October 2022.

Under such circumstances, INV has concluded that INV must accept to amend a part of the MLPM Agreement as an additional tentative measure in order to continue the operations of the Subject Properties, upon giving due consideration to INV's interests to the fullest extent as well as its financial conditions.

Consequently, as a result of discussions and negotiations with the MHM Group, INV and CIM determined to enter into the MOU with the MHM Group and change the Original Leasing Terms and Conditions as described below as a tentative measure for the Fourth Quarter of 2022 with respect to the Subject Properties. The period to be covered by the temporary reduction measures will be three months, the same as the MOU to amend MLPM Contract concluded on December 8, 2021 (hereinafter referred to as the "December 2021 MOU"). In calculating the variable rent, in summary, if the total GOP of all Subject Properties (73 properties) is positive after deducting the management services fees and the total fixed rent on a three-month basis, INV will receive the positive amount as variable rent.

This English language notice is a translation of the Japanese-language notice released on December 9, 2022 and was prepared solely for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

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Items subject to

Original Leasing Terms

Tentative Measures

(For Reference)

Tentative Measures

Change

and Conditions

(Fourth Quarter of 2022)

(Fourth Quarter of 2021)

Fixed rent

Approx. JPY 2,685 million

Approx. JPY 2,685 million

JPY 950 million (Approx.

(Total rent for

(Same as the total fixed

35% of the amount under

three months for

rent

amount

under

the

the Original Leasing Terms

73 properties)

Original

Leasing

Terms

and Conditions)

and Conditions)

Variable rent

Calculated on a 3-month

Calculated

by

summing

Same as in the column to

basis for each hotel.

up the rent of all 73

the left.

properties

for

three

The amount obtained by

months

as

described

deducting

(i)

the

total

below.

amount

of

expenses,

management

services

The amount obtained by

fees, and fixed rents of the

deducting

(i)

the

above

hotel property from (ii) the

total

fixed

rent

(the

total

total monthly sales of the

rent for three months for

hotel property

(if

the

73 properties) from (ii) the

calculation

results

are

aggregate of the amount

negative, the amount shall

for three

months

for 73

be JPY 0).

properties, which amount

is obtained

by

deducting

the management services

fees for the hotel for each

month from the monthly

GOP

(operating

gross

profit) for each hotel for

the same month (if the

calculation

results

are

negative,

the

amount

shall be JPY 0).

Payment

Paid on a hotel-by- hotel

Paid on a total basis of 73

Same as in the column to

method of rent

basis.

hotel properties.

the left.

This English language notice is a translation of the Japanese-language notice released on December 9, 2022 and was prepared solely for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

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Payment date	The due date is the 11th	On February 10, 2023,	On February 10, 2022,
	of the month which is two	the sum of the total fixed	the sum of the total fixed
	months from the month in	rent and the total variable	rent and the total variable
	which the last day of the	rent shall be paid.	rent shall be paid.
	calculation period	falls
	(for the fixed rent, every
	month, and for	the
	variable rent, every three
	months).

The total fixed rent (for 73 properties for three months in aggregate) set forth in the MOU is the same as the total fixed rent amount stipulated in the Original Leasing Terms and Conditions, and is about 2.8 times as much as the total fixed rent (for 73 properties for three months in aggregate) of JPY 950 million in the Fourth Quarter of 2021, reflecting the recovery of the hotel market. If the GOP for the Subject Properties (after deducting the management services fees) for the Fourth Quarter of 2022 performs well, and thereby the actual result exceeds the total amount of the fixed rent (for 73 properties for three months in aggregate), INV will receive the amount of such excess amount as variable rent.

Contrary to the MOU to amend the MLPM Contract concluded on May 11, 2020, INV will not bear the property management costs nor increase the amount of the management services fees payable to the MHM Group under the provisional measure by the MOU.

For the list of the Subject Properties, please refer to the Appendix. For an overview of the current lease agreements, including the terms and conditions of rent for each Subject Property, please refer to "Part I Fund Information / 1 Status of Fund / 5 Management Status / (2) Investment Assets" of the Securities Report for the 38th fiscal period (from January 1, 2022 to June 30, 2022) filed by INV on September 26, 2022 (available in Japanese only).

INV plans to make this change a provisional measure for the period up to the end of December 2022, and, if necessary, to discuss the details of the changes in the leasing terms and conditions after such period based on the future situation.

2. Outline of MHM

(i)	Name	MyStays Hotel Management Co., Ltd.
(ii)	Location	Roppongi Hills North Tower 14th Floor, 6-2-31, Roppongi, Minato-ku,
	Tokyo, Japan
(iii)	Title and name of	President and CEO, Ryoichi Shirota
	representative officer
(iv)	Business	Hotel and Ryokan (Japanese inn) operation and management
(v)	Capital	JPY 100 million (as of the end of November 2022)
(vi)	Date of establishment	July 8, 1999
(vii)	Relationship between INV/Asset Manager and the Tenant/Operator

This English language notice is a translation of the Japanese-language notice released on December 9, 2022 and was prepared solely for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

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	While there are no capital relationships that should be noted between
	INV/CIM and MHM, the parent company of MHM is owned by a fund
Capital relationships	operated by affiliates of FIG. FIG is a subsidiary of SoftBank Group
	Corp., which directly and indirectly holds 100% of CIM's outstanding
	shares.
	As of today, among the directors of INV and the officers and
	employees of CIM, Naoki Fukuda, who is Executive Director of INV
Personnel relationships	and CEO of CIM, Naoto Ichiki, who is Chairman and Director of CIM,
and Christopher Reed, who is a part-time director of CIM, are
	seconded from Fortress Investment Group Japan Godo Kaisha, a
	subsidiary of FIG.
Transactional relationships	As of today, INV has entered into lease agreements (Note 1) with MHM
with respect to 73 hotel properties.
Whether the	MHM is not a related party of INV/CIM. Further, related persons and
affiliates of MHM are not related parties of INV/CIM. Furthermore,
Tenant/Operator is a
MHM is not an interested party, etc. of CIM as provided in the Act on
related party
Investment Trusts and Investment Corporations.

(Note 1) Agreements with MHM subsidiaries and management contracts between MHM and tenants are included.

3. Transactions with Interested Persons etc.

The MHM Group, tenants and operators of the Subject Properties, are not Sponsor-related Persons (Note) under the voluntary rules established by CIM as countermeasures against conflicts of interests in the management of INV's investments. However, MHM or its Affiliates have received investments through funds managed by affiliates of the Sponsor, FIG. Therefore, CIM has treated MHM or its Affiliates as equivalent to Sponsor-related Persons.

In accordance with Sponsor-Related Person Transaction Rules and Sponsor-Related Person Transaction Management Manual, which are internal rules of CIM, and following the deliberation and resolution of the compliance committee meeting and the investment committee meeting both held on December 9, 2022, the board of directors of CIM and INV held on the same date each approved the conclusion of the MOU.

(Note) A Sponsor-related Person is (i) any person who falls under the "Interested Persons, etc." set forth in the Investment Trust Act and the Orders for Enforcement of the Act on Investment Trust and Investment Corporations, (ii) all shareholders of CIM and (iii) special purpose companies (tokubetsu mokuteki kaisha) (a) which delegate their management to persons who fall under (ii) above, or (b) which are invested by or invested through anonymous partnership (tokumei kumiai) by persons who fall under (ii) above. Hereinafter the same.

4. Future Outlook

The impact of the conclusion the MOU is already incorporated in INV's forecasts for financial results and distribution for the fiscal period ending December 2022 (from July 1, 2022 to December 31, 2022) as announced in "Notice concerning Revision of Forecast of Financial Results and Distribution for the 39th

Fiscal Period Ending December 2022".

This English language notice is a translation of the Japanese-language notice released on December 9, 2022 and was prepared solely for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

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