−Removed: Our business is subject to a number of risks and uncertainties, a number of which are described in "Summary of Principal Risk Factors" included in our Current Report on Form 8-K filed on March 24, 2021.
−Removed: The Merger may subject us to additional risks as described in "Risk Factors" in the joint proxy statement/prospectus that is included in the Form S-4 filed with the SEC on June 9, 2021, as subsequently amended and declared effective on July 26, 2021.
+Added: Our business is subject to a number of risks and uncertainties, a number of which are described in "Summary of Principal Risk Factors" included in our Current Report on Form 8-K filed on March 24, 2021 and in "Risk Factors" in the joint proxy statement/prospectus that is included in the registration statement on Form S-4, as subsequently amended and declared effective on July 26, 2021.
The risks described in the "Summary of Principal Risk Factors" included in our Current Report on Form 8-K filed on March 24, 2021 and in "Risk Factors" in the definitive joint proxy statement/prospectus may not be the only risks we face but are risks we believe may be material at this time.
3 unchanged sentences
Number Description
−Removed: 2.1 Agreement and Plan of Merger, dated as of April 26, 2021, between The Company and Tremont Mortgage Trust.
−Removed: (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 27, 2021.)
−Removed: 3.1 Amended and Restated Agreement and Declaration of Trust of the Company, effective January 5, 2021.
−Removed: (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 6, 2021.)
−Removed: 3.2 Amended and Restated Bylaws of the Company, adopted March 23, 2021.
−Removed: (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.)
−Removed: 4.1 Form of Common Share Certificate.
−Removed: (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.)
−Removed: 10.1 Letter Agreement, dated as of April 26, 2021, among the Company, Tremont Mortgage Trust and Tremont Realty Advisors LLC.
−Removed: (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 27, 2021.)
−Removed: 10.2 Voting Agreement, dated as of April 26, 2021, between the Company and Tremont Realty Advisors LLC (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 27, 2021.)
−Removed: 10.3 RMR Mortgage Trust 2021 Equity Compensation Plan (Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 28, 2021.)
−Removed: 10.4 Summary of Trustee Compensation (Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 28, 2021.)
+Added: 3.1 Amended and Restated Declaration of Trust of Seven Hills Realty Trust, dated September 30, 2021.
+Added: (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by the Trust on October 4, 2021.)
+Added: 3.2 Amended and Restated Declaration of Trust of Seven Hills Realty Trust, dated September 30, 2021.
+Added: (marked copy) (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed by the Trust on October 4, 2021.)
+Added: 3.3 Amended and Restated Bylaws of Seven Hills Realty Trust, adopted September 30, 2021.
+Added: (Incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K filed by the Trust on October 4, 2021.)
+Added: 3.4 Amended and Restated Bylaws of Seven Hills Realty Trust, adopted September 30, 2021.
+Added: (marked copy) (Incorporated by reference to Exhibit 3.4 of the Current Report on Form 8-K filed by the Trust on October 4, 2021.)
+Added: 10.1 Letter Agreement, dated as of August 26, 2021, by and between RMR Mortgage Trust and Tremont Mortgage Trust.
+Added: (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by RMR Mortgage Trust on August 27, 2021.)
+Added: 10.2 Master Repurchase Agreement, dated as of February 9, 2018, between TRMT CB Lender LLC and Citibank N.A.
+Added: (Incorporated by reference to Tremont Mortgage Trust’s Current Report on Form 8-K filed on February 12, 2018.)
+Added: 10.3 First Amendment to Master Repurchase Agreement, dated as of November 6, 2018, among TRMT CB Lender LLC, Citibank, N.A.
+Added: and, for certain specified purposes, Tremont Mortgage Trust.
+Added: (Incorporated by reference to Tremont Mortgage Trust’s Current Report on Form 8-K filed on November 7, 2018.)
+Added: 10.4 Second Amendment to Master Repurchase Agreement, dated October 30, 2020, among Citibank, N.A., TRMT CB Lender LLC and, for certain specified purposes, Tremont Mortgage Trust.
+Added: (Incorporated by reference to Tremont Mortgage Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.)
+Added: 10.5 Third Amendment to Master Repurchase Agreement and Fifth Amendment to Fee Agreement, dated as of September 30, 2021, between TRMT CB Lender LLC and Citibank, N.A.
+Added: (Incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed by the Trust on October 4, 2021.)
+Added: 10.6 Guaranty, dated as of September 30, 2021, by Seven Hills Realty Trust in favor of Citibank, N.A.
+Added: (Incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed by the Trust on October 4, 2021.)
+Added: 10.7 Summary of Trustee Compensation.
+Added: (Incorporated by reference to Exhibit 10.7 of the Current Report on Form 8-K filed by the Trust on October 4, 2021.)
31.1 Rule 13a-14(a) Certification.
21 unchanged sentences
(Formatted as Inline XBRL and contained in Exhibit 101.)
−Removed: (+) Management contract or compensatory plan or arrangement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: RMR MORTGAGE TRUST
+Added: SEVEN HILLS REALTY TRUST
/s/ Thomas J.
−Removed: August 3, 2021
+Added: November 2, 2021
Douglas Lanois
2 unchanged sentences
(principal financial and accounting officer)
−Removed: August 3, 2021
+Added: November 2, 2021
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.