No named expert or counsel was hired on a contingent
basis, will receive a direct or indirect interest in the registrant, or was a promoter, underwriter, voting trustee, director, officer
or employee of the registrant. No expert or counsel has any contingent based agreement with the registrant or any other interest in or
connection to the registrant.
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ITEM 6.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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The registrant is organized under the laws of
the Commonwealth of Massachusetts. The registrant’s officers and directors are indemnified as provided by the General Laws of Massachusetts,
its Articles of Organization, as amended, and its By-laws.
Section 2.02(b)(4) of the Massachusetts Business
Corporation Act, or the MBCA, provides that a corporation may, in its articles of organization, eliminate or limit a director’s
personal liability to the corporation for monetary damages for breaches of fiduciary duty, except in circumstances involving (1) a breach
of the director’s duty of loyalty to the corporation or its shareholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) improper distributions, and (4) transactions from which the director derived
an improper personal benefit.
Section 8.51 of the MBCA permits the registrant
to indemnify a director if the individual (1) acted in good faith, (2) reasonably believed that his or her conduct was in the best interests
of the corporation or at least not opposed to the best interests of the corporation, and (3) in the case of a criminal proceeding, had
no reasonable cause to believe his or her conduct was unlawful. Section 8.51 also allows for indemnification of a director for conduct
for which such individual is or would be exculpated under the charter provision referred to above. Section 8.52 of the MBCA requires that
a corporation indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which such
director was a party because he was a director of the corporation.
Section 8.56 of the MBCA permits a corporation
to indemnify an officer (1) under those circumstances in which the corporation would be allowed to indemnify a director and (2) if such
officer is not a director of the corporation, to such further extent as the corporation chooses provided that the liability does not arise
out of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law. Section 8.56 requires
that a corporation indemnify an officer who was wholly successful on the merits or otherwise in the defense of any proceeding to which
such officer was a party because he was a director of the corporation.
Prior to the final disposition of a proceeding
involving a director or officer, Sections 8.53 and 8.56 of the MBCA allow the Registrant to pay for or reimburse reasonable expenses.
As a condition, the director or officer must deliver a written undertaking to repay the funds if the individual is determined not to have
met the relevant standard of conduct, which determination is made in the same manner as the determination of whether an individual is
entitled to indemnification. This undertaking may be accepted without security and without regard to the individual’s financial
ability to make repayment. Another condition to advancement of expenses is that the individual submit a written affirmation of his or
her good faith that he or she has met the standard of conduct necessary for indemnification (or that the matter involved conduct for which
liability has been eliminated pursuant to the charter exculpation provision referred to above). Furthermore, Section 8.54 of the MBCA
provides that a court may direct a corporation to indemnify a director or officer under certain circumstances.
Section 8.58 of the MBCA allows a corporation
to obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification to a director or officer or
to advance funds or reimburse expenses. Such a commitment may be made in the corporation’s articles of organization or bylaws or
in a resolution adopted or a contract approved by the board of directors or the shareholders.
Under Section 8.51 of the MBCA, a director’s
conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in, and
the beneficiaries of, the plan is conduct that satisfies the requirement that his conduct was at least not opposed to the best interests
of the corporation. Unless ordered by a court as provided in the statute, we may not indemnify a director if his conduct did not satisfy
the standards set forth above.
The registrant’s Articles of Organization,
as amended, provide that its directors shall not be liable to the registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that the exculpation from liabilities is not permitted under the Massachusetts Business Corporation
Act as in effect at the time such liability is determined. The registrant’s By-Laws provide that it shall indemnify its directors
and officers (including persons who serve at its request as directors, officers, or trustees of another organization, or in any capacity
with respect to any employee benefit plan) to the full extent permitted by the laws of the Commonwealth of Massachusetts against all liabilities
and expenses, including amounts paid in satisfaction of judgments, in compromise, or as fines and penalties, and counsel fees, reasonably
incurred by him or her in connection with the defense or disposition of any action, suit, or other proceeding, whether civil or criminal,
in which he or she may be involved or with which he or she may be threatened while in office or thereafter, by reason of his or her being
or having been such a director or officer, except with respect to any matter as to which he or she shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the registrant
or in the best interests of the participants or beneficiaries of an employee benefit plan. In addition, the registrant holds a Director
and Officer Liability and Corporate Indemnification Policy.