Exhibit 10.2


 


VOTING AGREEMENT


 


THIS VOTING AGREEMENT (this “Agreement”)
is made as of April 26, 2021, by and between RMR Mortgage Trust, a Maryland statutory trust (“RMRM”), and Tremont
Realty Advisors LLC, a Maryland limited liability company (the “Shareholder”).


 


RECITALS:


 


1.            The
Shareholder is the beneficial and record owner of 1,600,100 common shares of beneficial interest, $0.01 par value per share (“Common
Shares”), of Tremont Mortgage Trust, a Maryland real estate investment trust (the “Trust”).


 


2.            The
Trust and RMRM are contemporaneously entering into that certain Agreement and Plan of Merger (the “Merger Agreement”), dated
as of the date hereof, pursuant to which, among other things, the Trust shall merge with and into RMRM, as contemplated by the Merger
Agreement.


 


3.             In
connection with RMRM’s entry into the Merger Agreement, the Shareholder has agreed to vote in favor of the Merger and the other
Transactions to which the Trust is a party, upon the terms and subject to the conditions set forth herein.


 


In consideration of the foregoing,
the Parties agree as follows:


 


SECTION I


 


DEFINITIONS


 


Capitalized terms used in this Agreement without
definition shall have the meanings given therefor in the Merger Agreement. The terms set forth below shall have the following meanings:


 


1.1           “beneficially
own”: the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1933, as amended.


 


1.2           “Parties”:
RMRM and the Shareholder.


 


1.3           “Transfer”:
any sale, transfer, assignment, pledge, tender, encumbrance or other disposition, including through any “short sale” or derivative
transactions.


 


SECTION II


 


REPRESENTATIONS AND WARRANTIES


 


The Shareholder hereby represents and warrants
to RMRM, as of the date of this Agreement, that:


 


(a)            Ownership.
The Shareholder has good and marketable title to, and is the sole legal and beneficial owner of, the Common Shares set forth in the recitals,
in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind
or character whatsoever, other than those arising under the securities laws or under the Trust’s governing documents.


 






    


     


    

 


(b)            Authority
to Execute and Perform Agreements. The Shareholder has the full legal right and power and all authority required to enter into, execute
and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder. The execution and delivery of this Agreement
by the Shareholder have been duly authorized by all requisite organizational action, if any, on the part of the Shareholder. This Agreement
has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Shareholder, enforceable against the
Shareholder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other
laws affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).


 


(c)            No
Conflicts; Consents.


 


(i)           The
execution and delivery by the Shareholder of this Agreement does not, and the consummation of the transactions contemplated hereby will
not, conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under (A) any contract,
agreement or other binding arrangement to which the Shareholder is a party or (B) any judgment, order, writ, injunction or decree
of any court, governmental body, administrative agency or arbitrator applicable to the Shareholder.


 


(ii)           No
consents, authorizations, orders or approvals of any governmental commission, board, or other regulatory body are required to be obtained
or made by the Shareholder in connection with the execution and delivery by the Shareholder of this Agreement and the consummation of
the transactions contemplated hereby.


 


(d)            Investigation.
The Shareholder has had a full opportunity to review and discuss this Agreement and the Merger Agreement and to ask all questions of RMRM,
the Trust and the Trust’s trustees and executive officers necessary in order for the Shareholder to make an informed decision to
enter into this Agreement.


 


SECTION III


 


COVENANTS


 


3.1            Voting
Arrangements. The Shareholder has revoked or terminated any proxies, voting trusts, voting agreements or similar arrangements previously
given or entered into with respect to any Common Shares and agrees that, except pursuant to this Agreement, it shall not grant any proxies,
deposit any Common Shares into a voting trust, or enter into any voting agreement with respect to any Common Shares now or hereafter owned,
beneficially or of record, by the Shareholder.


 


3.2            Lock-Up.
The Shareholder will not (a) directly or indirectly, Transfer, or limit its right to vote in any manner, any Common Shares, or agree
to do either of the foregoing, or (b) take any action which, in either case, would have the effect of preventing or disabling the
Shareholder from performing its obligations under this Agreement.


 






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SECTION IV


 


VOTING; WAIVER OF RIGHTS


 


4.1            Agreement
to Vote. The Shareholder hereby irrevocably agrees that at any meeting of the shareholders of the Trust held on or before the Merger
Effective Time (the “Trust Shareholders Meeting”), and at every adjournment or postponement thereof, the Shareholder
shall appear (in person or by proxy) at such Trust Shareholders Meeting (or any adjournment or postponement thereof), and cause all of
the Common Shares to be counted as present thereat for purposes of calculating a quorum and shall vote (or cause to be voted) all Common
Shares which it is entitled to vote (a) in favor of (i) the approval of the Merger and the other Transactions to which the Trust
is a party, and (ii) any other proposal in respect of which the vote of shareholders of the Trust is requested that could reasonably
be expected to facilitate the Merger and the other Transactions to which the Trust is a party (including any proposal to adjourn, recess
or postpone the Trust Shareholders Meeting to solicit additional proxies in favor of the approval of the Merger and the other Transactions
to which the Trust is a party if there are not sufficient votes to approve the Merger and the other Transactions to which the Trust is
a party on the date on which such Trust Shareholders Meeting is held); and (b) against (i) the adoption or approval of any Superior
Proposal and (ii) any other proposal in respect of which the vote or other approval of shareholders of the Trust is requested that
could reasonably be expected to impede, materially interfere with, materially delay or prevent the consummation of the Transactions (including
the Merger).


 


SECTION V


 


MISCELLANEOUS


 


5.1            Termination.
This Agreement shall terminate upon the earlier to occur of (i) the Merger Effective Time or (ii) the termination of the Merger
Agreement in accordance with its terms.


 






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5.2           Notices.
All notices, communications and deliveries required or permitted by this Agreement shall be made in writing signed by the Party making
the same, shall specify the section of this Agreement pursuant to which it is given or being made, and shall be deemed given or made (i) on
the date delivered if delivered by e-mail of a .pdf attachment (providing confirmation of transmission) or in person, or (ii) on
the day after it is delivered, prepaid, to an overnight express delivery service that confirms to the sender delivery on such day, as
follows:


 


If to RMRM, to:


 


RMR Mortgage Trust 


Two Newton Place 


255 Washington Street, Suite 300 


Newton, Massachusetts 02458 


Attn: President


 


If to the Shareholder, to:


 


Tremont Realty Advisors LLC 


Two Newton Place 


255 Washington Street, Suite 300 


Newton, Massachusetts 02458 


Attn: President and Chief Executive
Officer


 


or to such other representative or at such other
address of a Party as such Party may furnish to the other Parties in writing.


 


5.3           Section and
Other Headings; Interpretation. The headings contained in this Agreement are for reference purposes only and shall not in any way
affect the meaning or interpretation of this Agreement. The words “hereof”, “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of
this Agreement; and section references are to this Agreement, unless otherwise specified. The singular and plural use of a defined term
shall have the correlative meaning. The words “including” and “include” shall be deemed to be followed by the
words “without limitation.”


 


5.4           Assignment;
Successors in Interest. No assignment or transfer by the Shareholder of its rights and obligations under this Agreement shall be made
except with the prior written consent of RMRM. This Agreement shall be binding upon and shall inure to the benefit of the Parties and
their permitted successors and assigns, and any reference to a Party shall also be a reference to a permitted successor or assign.


 


5.5           No
Third-Party Beneficiaries. With the exception of the Parties, there shall exist no right of any Person to claim a beneficial interest
in this Agreement or any rights occurring by virtue of this Agreement.


 


5.6           Amendments.
To the extent permitted by law, this Agreement may be amended by a subsequent writing signed by each of the Parties.


 


5.7           Controlling
Law; Integration; Waiver. This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The
State of Maryland. This Agreement supersedes all negotiations, agreements and understandings among the Parties with respect to the subject
matter of this Agreement and constitutes the entire agreement among the Parties. The failure of any Party at any time or times to require
performance of any provisions of this Agreement shall in no manner affect the right to enforce the same. No waiver by any Party of any
conditions, or of the breach of any term, provision, warranty, representation, agreement or covenant contained in this Agreement, whether
by conduct or otherwise, in any one or more instances shall be deemed or construed as a further or continuing waiver of any such condition
or breach of any other term, provision, warranty, representation, agreement or covenant contained in this Agreement.


 






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5.8            Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition
or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.


 


5.9            Further
Assurances. The Parties shall use all reasonable efforts to take, or cause to be taken, all appropriate action, to do or cause to
be done all things necessary, proper or advisable, and to execute and deliver such documents and other papers, to consummate the transactions
contemplated by this Agreement.


 


5.10          Specific
Performance. The Parties hereto agree that the remedy at law for any breach of this Agreement will be inadequate and that any Party
by whom this Agreement is enforceable shall be entitled to specific performance in addition to any other appropriate relief or remedy.
Such Party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other
relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted
by applicable law, each Party waives any objection to the imposition of such relief.


 


5.11          Counterparts,
Etc. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by e-mail
with a pdf or similar attachment shall be effective as delivery of an original executed counterpart of this Agreement.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the Parties have caused this
Agreement to be duly executed and delivered as of the date first above written.


 


	 	RMR MORTGAGE TRUST,
 a Maryland statutory trust
	 	 
	 	By:	/s/ Thomas J. Lorenzini
	 	Name:	 Thomas J. Lorenzini
	 	Title:  	 President
	 	 
	 	TREMONT REALTY ADVISORS LLC,
 a Maryland limited liability
    company
	 	 
	 	By:	/s/ Matthew P. Jordan
	 	Name:	 Matthew P. Jordan
	 	Title:  	 President and Chief Executive Officer




 


[Signature Page to Voting Agreement]