Industrial Logistics Realty Trust

The charter explicitly permits investments in Joint Ventures with the Sponsor, Advisor, Directors or their Affiliates, subject only to majority Independent Director approval, creating potential conflict-of-interest in deal sourcing and terms.

“The Corporation may invest in Joint Ventures with the Sponsor, Advisor, one or more Directors or any Affiliate, only if a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction, approve such investment as being fair and reasonable to the Corporation and on terms and conditions that are no less favorable than those that would be available to unaffiliated parties.”

Article XV sets out detailed roll-up transaction restrictions requiring independent appraisal, investor voting rights, and the right to opt out with cash at appraised value, but also allows roll-up transactions to proceed if shareholders vote in favor — a potential dilution of investor exit rights.

“In connection with any proposed Roll-Up Transaction, an appraisal of all of the Corporation's assets shall be obtained from a competent Independent Appraiser. ... the Person sponsoring the Roll-Up Transaction shall offer to holders of Common Shares who vote against the proposed Roll-Up Transaction the choice of: (a) accepting the securities of a Roll-Up Entity offered in the proposed Roll-Up Transaction; or (b) one of the following: (i) remaining as Stockholders and preserving their interests therein on the same terms and conditions as existed previously; or (ii) receiving cash in an amount equal to the Stockholder's pro rata share of the appraised value of the Net Assets.”