Industrial Logistics Properties Trust

The Transaction Agreement contains a broad mandatory binding arbitration clause covering all disputes between the parties including derivative actions by shareholders against trustees, officers, and managers (explicitly including RMR). This limits shareholders' ability to pursue litigation in court, including class actions.

“any disputes, claims or controversies between the parties (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of any party or a direct or indirect parent of a party ... against any party or any member, trustee, officer, director, manager (including RMR or its successor), agent or employee of any party, including any disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance, application or enforcement of this Agreement”

On the Effective Date, ILPT will enter into business and property management agreements with The RMR Group LLC (RMR), the same external manager that manages SIR. Both SIR and ILPT share the same address (Two Newton Place, 255 Washington Street, Suite 300, Newton, MA). RMR is explicitly named as a covered manager in the binding arbitration clause, reflecting its significant role in both entities.

“On the Effective Date, ILPT will enter into business and property management agreements with The RMR Group LLC ('RMR') in the forms previously approved by the Independent Trustees of ILPT and the Board of Trustees of ILPT, acting separately.”