Item 6. Indemnification of Directors and Officers.
The
Registrant is an unincorporated Ohio real estate investment trust. Generally, Section 1747 of the Ohio Revised Code, which governs
unincorporated real estate investment trusts, provides that, in addition to the powers set forth in the statute, the Registrant
has the power, subject to certain limitations, to exercise the powers set forth in the Registrant’s trust instrument, which
is known as the Second Amended and Restated Declaration of Trust (the “Declaration”). The Declaration provides that,
except in the case of breach of duty to the Registrant or to shareholders and subject to the provisions described in the following
paragraph, no trustee, officer, employee or agent of the Registrant shall be subject to any personal liability, in tort, contract
or otherwise, to any person in connection with the property or affairs of the Registrant and, in the event any trustee, officer,
employee or agent of the Registrant is made party to any suit or proceeding to enforce any such liability, he or she shall not
be held to any personal liability. The Declaration also provides that no shareholder of the Registrant shall be subject to any
personal liability, in tort, contract or otherwise, to any person in connection with the property or affairs of the Registrant.
The
Declaration further provides that no trustee, officer, employee or agent of the Registrant shall be liable in damages to the Registrant
or to any shareholder, trustee, officer, employee or agent of the Registrant for any action or failure to act (including, without
limitation, the failure to compel in any way any former or acting trustee to redress any breach of trust) except for his or her
own bad faith, willful misconduct, gross negligence or reckless disregard of his or her duties or for his or her failure to act
in good faith in the reasonable belief that his or her action was in the best interests of the Registrant. In addition, no trustee
of the Registrant shall be liable in damages to the Registrant or to any shareholder, trustee, officer, employee or agent of the
Registrant for any action that he or she takes or fails to take as a trustee (including without limitation the failure to compel
in any way any former or acting trustee to redress any breach of trust), unless it is proved by clear and convincing evidence
in a court of competent jurisdiction that his or her action or failure to act involved an act or omission undertaken with deliberate
intent to cause injury to the Registrant or undertaken with reckless disregard for the best interests of the Registrant.
For
purposes of determining what a person reasonably believes to be in the best interests of the Registrant, a trustee must consider
the interests of shareholders and, in his or her discretion, may consider any of the factors which a director of a corporation
incorporated under the laws of the State of Ohio may consider under Ohio law in the performance of his or her duties as a director
of such corporation.
With
respect to indemnification, the Declaration provides that the Registrant is required to indemnify each of its trustees, officers,
employees and agents (including those who serve at its request as directors, officers, partners, trustees or the like of another
person in which it has any interest as a shareholder, creditor or otherwise), 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 by the Registrant or any other person,
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 trustee, officer, employee or agent, except in respect of any matter as to
which he or she shall have been adjudicated to have acted in bad faith or with willful misconduct or reckless disregard of his
or her duties or gross negligence or not to have acted in good faith in the reasonable belief that his or her action was in the
best interests of the Registrant; provided, however, that as to any matter disposed of by a compromise payment by such trustee,
officer, employee or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other
expenses shall be provided unless the Registrant shall have received a written opinion from counsel approved by the trustees to
the effect that if the foregoing matters had been adjudicated, they would likely have been adjudicated in favor of such trustee,
officer, employee or agent or unless a meeting of the trustees at which a quorum consisting of trustees who are not parties to
or threatened with such action, suit or other proceeding shall make such a determination. The foregoing indemnification rights
accruing to any trustee, officer, employee or agent under the Declaration are in addition to any other rights to which such person
may be lawfully entitled; provided, however, that no trustee, officer, employee or agent may satisfy any right of indemnity or
reimbursement granted in the Declaration or to which he or she may be otherwise entitled except out of the property of the Registrant.
The Declaration authorizes the trustees to make advance payments in connection with the foregoing indemnification rights, provided
that the indemnified trustee, officer, employee or agent has given a written undertaking to reimburse the Registrant in the event
it is subsequently determined that he or she is not entitled to such indemnification.
The
Declaration provides that actions taken by or conduct on the part of the Registrant’s adviser, a trustee, officer, employee
or agent of the Registrant in conformity with or in good faith reliance upon certain provisions of the Declaration (including,
but not limited to, provisions relating to related party transactions) will not, for purposes of the Declaration, constitute bad
faith, willful misconduct, gross negligence or reckless disregard of his or her duties, or failure to act in good faith in the
reasonable belief that his or her action was in the best interests of the Registrant.
The
Declaration also authorizes the trustees of the Registrant, to the extent permitted by law, to indemnify or enter into agreements
in respect of indemnification with any person with whom the Registrant has dealings. The Registrant has entered into indemnification
agreements with each trustee and executive officer of the Registrant providing for indemnification against all liabilities and
expenses reasonably incurred by an officer or trustee in connection with the defense or disposition of any suit or other proceeding,
in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, because of his or
her position at the Registrant. There is no indemnification for any matter as to which an officer or trustee is adjudicated to
have acted in bad faith, with willful misconduct or reckless disregard of his or her duties, with gross negligence, or not in
good faith in the reasonable belief that his or her action was in our best interests. The Registrant advance payments in connection
with indemnification under the agreements. The level of indemnification is to the full extent of the net equity based on appraised
and/or market value of the Registrant.
Item
9. Undertakings.
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post- effective amendment to the Registration Statement:
(i)
to include any prospectus required by section 10(a)(3) of the Securities Act;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
provided,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.