| the day on which, (i) notice of the date of the annual meeting is mailed or otherwise made available, or (ii) public announcement of the date of the annual meeting is first made by the Trust; provided further, however, that for the annual meeting of shareholders to be held in 2019, written notice of nominations of individuals for election to the Board of Trustees or other matters to be considered at that annual meeting of shareholders by one or more shareholders must be delivered to the secretary at the principal executive offices of the Trust not later than 5:00 p.m. (Eastern Time) on October 31, 2018 nor earlier than October 2, 2018. Neither the postponement or adjournment of an annual meeting, nor the public announcement of such postponement or adjournment, shall commence a new time period (or extend any time period) for the giving of a notice of one or more shareholders as described above. A notice of one or more shareholders pursuant to this Section 2.13.1(c) shall set forth: (i) separately as to each individual whom such shareholder(s) propose to nominate for election or reelection as a Trustee (a "Proposed Nominee"): (1) the name, age, business address, residence address and educational and professional background of such Proposed Nominee; (2) a statement of whether such Proposed Nominee is proposed for nomination as an Independent Trustee (as defined in the Declaration of Trust) or a Managing Trustee and a description of such Proposed Nominee's qualifications to be an Independent Trustee or Managing Trustee, as the case may be, and such Proposed Nominee's qualifications to be a Trustee pursuant to the criteria set forth in Section 3.1; (3) the class, series and number of any shares of beneficial interest of the Trust that are, directly or indirectly, beneficially owned or owned of record by such Proposed Nominee; (4) a description of the material terms of each Derivative Transaction (as defined below) that such Proposed Nominee directly or indirectly, has an interest in, including, without limitation, the counterparties to each Derivative Transaction, the class or series and number or amount of securities of the Trust to which each Derivative Transaction relates or provides exposure, and whether or not, (x) such Derivative Transaction conveys any voting rights directly or indirectly, to such Proposed Nominee, (y) such Derivative Transaction is required to be, or is capable of being, settled through delivery of securities of the Trust, and (z) such Proposed Nominee and/or, to their knowledge, the counterparty to such Derivative Transaction has entered into other transactions that hedge or mitigate the economic effect of such Derivative Transaction; (5) a description of all direct and indirect compensation and other agreements, arrangements and understandings or any other relationships, between or among any shareholder making the nomination, or any of its respective affiliates and associates, or others acting in concert therewith, on the one hand, and such Proposed Nominee, or his or her respective affiliates and associates, on the other hand; and (6) all other information relating to such Proposed Nominee that would be required to be disclosed in connection with a solicitation of proxies for election of the Proposed Nominee as a Trustee in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Section 14 (or any successor provision) of the Exchange Act, or that would Redline ILPT Amended and Restated Bylaws (2023) 926678v1 and ILPT Amended and Restated Bylaws (2023) 926678v2 06/01/2023 10:21:54 AM 7 |