[For Information Purpose Only.
The Japanese language press release should be referred to as the original.]
May 22, 2024
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. +81-3-5411-2731)

Notice concerning Conclusion of the Fixed-term Building Lease andProperty Management Agreements (Hotel MyStays Kanda / Hotel MyStays Asakusa)
Invincible Investment Corporation (“INV”) announced the decision made today by Consonant Investment
Management Co., Ltd. (“CIM”), the asset manager of INV, to conclude fixed-term building lease and property
management agreements (“Next Agreements”) with MyStays Hotel Management Co., Ltd. (“MHM”) for Hotel
MyStays Kanda (“MS Kanda”) and Hotel MyStays Asakusa (“MS Asakusa”), collectively referred to as the “TwoHotels”, as the current fixed-term building lease and property management agreements (“CurrentAgreements”) expire today.
MHM has received investments through funds managed by affiliates of the Sponsor, Fortress Investment
Group LLC (“FIG”).

Therefore, CIM has treated MHM as equivalent to Sponsor-related Persons1. As such,CIM and INV have sincerely deliberated, discussed, and resolved to conclude the Next Agreements inaccordance with the internal rules of CIM to handle the related party transactions.
(Note 1) 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.

This English language notice is a translation of the Japanese-language notice released on May 22, 2024 and was prepared solely for theconvenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers toundertake investment decisions based on their own investigation and responsibility. This translation of the original Japanese-language notice isprovided 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 theJapanese original, the latter shall prevail in all respects.

11. Outline of the Next Agreements
Main items of the Current Agreements / Next Agreements are as follows. For details of the Two Hotels andthe Current Agreements, please refer to the following press release: “Notice concerning Acquisition and Saleof Assets, Entering into and Termination of Leasing Contract and Commencement of Management of New
Class of Assets” dated May 21, 2014.
Comparison of main items between the Current Agreements and the Next Agreements
Current Agreements
Next Agreements
Contract Period（MS Kanda, MS
May 23, 2014 - May 22, 2024
May 23, 2024 - May 22, 2034
Asakusa）
Monthly basis: JPY 6,000,000
MS Kanda
Same as Left
Annual basis: JPY 72,000,000
FixedRentMS
Monthly basis: JPY 6,250,000
Same as Left
Asakusa
Annual basis: JPY 75,000,000
Calculated on a 3-month basis: Calculated on a 6-month basis:
February - April, May - July,

January - June, and July -August - October, and November

December.

- January.

Variable Rent
(MS Kanda, MS Asakusa)TheamountobtainedbyTheamountobtainedbydeducting (i) the total amount of

deducting (i) the total amount ofexpenses,expenses,

management

fees,managementfees,and fixed rents of the hoteland fixed rents of the hotel

property from (ii) the total monthlyproperty from (ii) the total monthly

sales of the hotel property (if thesales of the hotel property (if thecalculation results are negative,calculation results are negative,

the amount shall be JPY 0).

the amount shall be JPY 0).

The amount obtained by summing(i) the amount equal to 2% of themonthly gross sales; (ii) theamount equal to 6% of themonthly sales resulted from theguests referral developed by theManagement Fees
(MS Kanda, MS Asakusa)

head office sales division of MHM
or via the website managed andSame as left

operated by MHM; and (iii) theamount equal to 5% of theamount so obtained by deducting
the amounts set forth in (i) and (ii)from the monthly gross sales lessoperatingexpenses

excludingmanagement fees

This English language notice is a translation of the Japanese-language notice released on May 22, 2024 and was prepared solely for theconvenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers toundertake investment decisions based on their own investigation and responsibility. This translation of the original Japanese-language notice isprovided for informational purposes only, and no warranties or assurances are given regarding the accuracy or completeness of this Englishtranslation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy between this translation and theJapanese original, the latter shall prevail in all respects.

22. Background of the conclusion of the Next Agreements
Ten years have passed since INV began investing in hotel properties, and the Current Agreements for MS Kanda
and MS Asakusa, which were initially acquired, are expiring. During the last ten years, INV has achieved externalgrowth mainly through hotel acquisitions, starting with these two properties, and together with the impact ofinternal growth, DPU has grown significantly.
The internal growth is largely attributed to (i) MHM’s excellent capabilities as a hotel operator and (ii) the fixedand variable lease contracts with MHM because all of the upside goes to INV except for management fees paid
to MHM under the contracts.
On the other hand, due to this arrangement, MHM does not have the ability to weather the situation where GOP
continues to be below the amount of fixed rents as MHM only earns the equivalent of a management fee. Inorder to address this issue, the details of the Next Agreements have been modified from the Current Agreements.
The Next Agreements stipulate that variable rents are calculated on a six-month basis in contrast to a threemonth basis stipulated in the Current Agreements so that MHM will not shoulder too high of a rent burden1,2 andthat the start date and end date of the calculation period align with the fiscal periods of INV3, while the amountof fixed rents for the Two Hotels is unchanged from the Current Agreements. Moreover, a new provision forgood faith consultations have been added to the Next Agreements in the event of a force majeure event in orderto deal with the kind of situation that cannot be addressed by the abovementioned extended calculation period,
such as the COVID-19 pandemic4.
(Note 1) There is a possibility that variable rents decrease due to extension of the calculation period from three months to six months (Forexample, under the Current Agreements, if the calculation result of variable rent is negative for a certain three-month period andthe result is positive for the next three-month period, the former negative result does not affect the latter positive result. In contrast,
under the Next Agreements, the negative result of the former three-month period is merged with the positive result of the latter
three-month period resulting in a lower variable rent compared to that under the Current Agreements). However, since it is notnecessarily reasonable for MHM to bear the rent in excess of the hotel's GOP under the rent structure of the Current Agreements,
this arrangement is thought to benefit to INV’s interest because this arrangement would reduce the possibility where MHM is forced
to pay rent higher than GOP, leading to MHM’s more stable financial base. As long as the calculation results of variable rents
remain positive, there will be no impact on INV's rent income as a result of this change.
(Note 2) In order to increase the capital efficiency, INV receives a tentative variable rent for three months (January - March or July September) in the middle of the six-month calculation period. After the amount of variable rent for the six months is determined,
the difference of the tentative one for three months and the finalized one for six months is paid.
(Note 3) Under the Current Agreements, the start dates and end dates of the three-month calculation periods (February - April, May - July,
August - October, and November - January) do not align with the start dates and end dates of INV’s fiscal periods (January - Juneand July - December). As such, the amount of the variable rent is not yet determined at the end of the fiscal period, and a tentative
amount is recorded on the financial result. In order to record a finalized amount on the financial result, the calculation period has
been changed from three month to six months with the same start and end dates as INV’s fiscal periods.
(Note 4) A new provision for good faith consultations in the event of force majeure event is as follows: The lessor and lessee shall consult
with each other in good faith as to the subsequent measures in the event (i) that the performance by each party of all or any partof the obligations is prevented or delayed by the occurrence of any event or circumstance that is beyond its reasonable control andcannot be avoided even with reasonable diligence, such as natural disasters, risks of serious disease or infection, war, riot, civilwar, coup, terrorism, changes in laws and regulations, acts of government or judicial administrative agencies, and labor disputes,or (ii) that it becomes legally or commercially impossible or extremely difficult to attract customers to the hotels operating at theleased premises.

3. Outline of MHM
(i)
(ii)

Name(iii)

Title and name ofrepresentative officer
BusinessCapital
Date of establishment

(iv)
(v)
(vi)

Location

MyStays Hotel Management Co., Ltd.
Roppongi Hills North Tower 14th Floor, 6-2-31, Roppongi, Minato-ku,Tokyo, Japan
President and CEO, Ryoichi Shirota
Hotel and Ryokan (Japanese inn) operation and management
JPY 100 million (as of the end of December 2023)
July 8, 1999

This English language notice is a translation of the Japanese-language notice released on May 22, 2024 and was prepared solely for theconvenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers toundertake investment decisions based on their own investigation and responsibility. This translation of the original Japanese-language notice isprovided 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 theJapanese original, the latter shall prevail in all respects.

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(vii)(Note 1)

Relationship between INV/Asset Manager and the Tenant/Operator

Capital relationships

While there are no capital relationships that should be noted between
INV/CIM and MHM, the parent company of MHM is owned by a fundoperated by affiliates of FIG. FIG is a subsidiary of a company whichindirectly holds 100% of CIM’s outstanding shares.

Personnel relationships

As of today, among the directors of INV and the officers andemployees of CIM, Naoki Fukuda, who is Executive Director of INV
and CEO of CIM, Naoto Ichiki, who is Chairman and Director of CIM,Christopher Reed, who is a part-time director of CIM, and an employee
are seconded from Fortress Investment Group Japan Godo Kaisha, asubsidiary of FIG.

Transactional relationships

As of today, INV has entered into lease agreements (Note 1) with MHM
with respect to 79 hotel properties.

Whether theTenant/Operator is arelated party

MHM is not a related party of INV/CIM. Further, related persons andaffiliates of MHM are not related parties of INV/CIM. Furthermore,
MHM is not an interested party, etc. of CIM as provided in the Act onInvestment Trusts and Investment Corporations.

Agreements with MHM subsidiaries and management contracts between MHM and tenants are included.

4. Transactions with Interested Persons etc.
MHM, tenants and operators of the Two Hotels, are not Sponsor-related Persons under the voluntary rules
established by CIM as countermeasures against conflicts of interests in the management of INV’s investments.
However, MHM has received investments through funds managed by affiliates of the Sponsor, FIG. Therefore,
CIM has treated MHM 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 thecompliance committee meeting and the investment committee meeting both held on May 21, 2024, the boardof directors of CIM and INV held on May 22, 2024 each approved the conclusion of the Next Agreements.
5. Future Outlook
The impact of the conclusion the Next Agreements on financial results is minimal.

Website of INV: https://www.invincible-inv.co.jp/en/

This English language notice is a translation of the Japanese-language notice released on May 22, 2024 and was prepared solely for theconvenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers toundertake investment decisions based on their own investigation and responsibility. This translation of the original Japanese-language notice isprovided 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 theJapanese original, the latter shall prevail in all respects.

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