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Item 3. Legal Proceedings

2022-03-11 compared with 2021-03-12 · 29 added, 61 removed, 4 unchanged (96% of the section changed)

Legal Proceedings.

On September 26, 2014, the Connecticut

Department of Energy and Environmental Protection (“DEEP”) issued two Orders requiring the investigation and repair

of two dams in which the Company and its subsidiaries have certain ownership interests.

The first Order required that the

Company investigate and make specified repairs to the ACME Pond Dam located in Killingly, Connecticut.

The second Order,

as subsequently revised by DEEP on October 10, 2014, required that the Company investigate and make specified repairs to the Killingly

Pond Dam located in Killingly, Connecticut.

The Company administratively appealed and contested the allegations in both Orders.

On July 27, 2017, the Company entered into a Consent Order with the DEEP relative to Killingly Pond Dam.

The Killingly Pond Consent

Order required the Company to continue to perform routine maintenance and administrative procedures consistent with DEEP’s

Dam Safety regulations, the cost of which was not material to the Company’s financial position or results of operations.

On July 27, 2017, the Company entered into a Consent

Order with the DEEP relative to Acme Pond Dam.

The Acme Pond Dam Consent Order required the Company to investigate and recommend

repairs to Acme Pond Dam.

Based up on the work performed by the Company’s retained consulting engineering firm, the Company

submitted its recommended Action Plan (the “Action Plan”) for Acme Pond Dam pursuant to the Consent Order on November

30, 2017 and such recommended Action Plan was approved by DEEP as submitted on May 23, 2019.

Total expenses for the repair work

conducted in accordance with the Action Plan during the year ending December 31, 2019 was approximately $150,000.

All repair work

required for both the ACME Pond Dam and the Killingly Pond Dam was completed as of December 31, 2019.

DEEP issued a Certificate

of Compliance for Consent Order for the ACME Pond Dam on February 7, 2020, and a Certificate of Compliance for Consent Order for

the Killingly Pond Dam was issued on May 22, 2020.

The Company and its representatives continue to discuss a proposed ownership

transfer with interested parties.

Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (the

“DGCL”) provides, generally, that a corporation shall have the power to indemnify any person who was or is a party

or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (except actions by or in

the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation

against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection

with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in

or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable

cause to believe his or her conduct was unlawful.

A corporation may similarly indemnify such person for expenses actually and reasonably

incurred by such person in connection with the defense or settlement of any action or suit by or in the right of the corporation,

provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the

best interests of the corporation, and, in the case of claims, issues and matters as to which such person shall have been adjudged

liable to the corporation, provided that a court shall have determined, upon application, that, despite the adjudication

of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for

such expenses which such court shall deem proper.

The Company’s certificate of incorporation and

bylaws provide that, subject to limited exceptions and requirements, the Company is required to indemnify its directors and officers,

and each person serving at the request of the Company as a director, officer, incorporator, partner, manager or trustee of another

entity, to the fullest extent permitted by the DGCL.

The Company’s bylaws also provide that, subject to limited

exceptions and requirements, the Company is required to advance to such person’s expenses (including attorney’s fees)

incurred by them in defending and preparing for the defense of any proceeding or investigation in respect of which indemnification

may be available.

Section 145 of the Delaware General Corporation

Law (the “DGCL”) provides, generally, that a corporation shall have the power to indemnify any person who was or is a party

or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (except actions by or in the right

of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against

all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such

action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed

to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his

or her conduct was unlawful.

A corporation may similarly indemnify such person for expenses actually and reasonably incurred by such person

in connection with the defense or settlement of any action or suit by or in the right of the corporation, provided that such person

acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and,

in the case of claims, issues and matters as to which such person shall have been adjudged liable to the corporation, provided

that a court shall have determined, upon application, that, despite the adjudication of liability but in view of all of the circumstances

of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

The Company’s certificate of incorporation

and bylaws provide that, subject to limited exceptions and requirements, the Company is required to indemnify its directors and officers,

and each person serving at the request of the Company as a director, officer, incorporator, partner, manager or trustee of another entity,

to the fullest extent permitted by the DGCL.

The Company’s bylaws also provide that, subject to limited exceptions and

requirements, the Company is required to advance to such person’s expenses (including attorney’s fees) incurred by them in

defending and preparing for the defense of any proceeding or investigation in respect of which indemnification may be available.

Section 102(b)(7) of the DGCL provides, generally, that the certificate

of incorporation of a corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation

or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision may not eliminate

or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders,

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under

section 174 of Title 8 of the DGCL, or (iv) for any transaction from which the director derived an improper personal

No such provision may eliminate or limit the liability of a director for any act or omission occurring prior to the date

when such provision became effective.

The Company’s certificate of incorporation contains such a provision limiting

the personal liability of the Company’s directors to the extent permitted by the DGCL.

Mine Safety Disclosures

or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision may not eliminate or

limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for

acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174

of Title 8 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

No such provision

may eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision became effective.

Company’s certificate of incorporation contains such a provision limiting the personal liability of the Company’s directors

to the extent permitted by the DGCL.

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.

What changed 10-K

Item 3. Legal Proceedings