North Shore Innoventures Inc

“M.Farmer CEO, T. Kinneman COO and J. Swig Clerk, have a business relationship.”

“The President/CEO, Vice President/COO, and the Treasurer review the entire return. After this review, the final version is circulated to all Board members to solict comments, questions or objections. If there are no objections, the return is filed.”

“Each Covered Person shall complete a Disclosure Statement upon first acceding to office or position at NSIV, and then on an annual basis thereafter. Each Covered Person must update the Disclosure Statement immediately following any material change in the information requested on the Disclosure Statement. In completing the Disclosure Statement, each Covered Person must disclose all relationships and business affiliations that reasonably could give rise to or reasonably be construed as giving rise to a conflict of interest involving NSIV or an Incubated Company. The Disclosure Statements must be submitted to and reviewed by the Board. A Covered Person must disclose to the Board his or her knowledge of a proposed or concluded transaction or arrangement between a Related Party and NSIV or an Incubated Company at his or her first knowledge of the transaction or arrangement. If a Covered Person is uncertain about the existence of a possible conflict of interest in any matter, the Covered Person may request that the Board determine whether a conflict of interest exists or could reasonably be construed to exist. If NSIV enters into a transaction or arrangement with a Related Party, such transaction or arrangement will be reported to the extent required on NSIV's Internal Revenue Service Form 990 and Massachusetts Form PC. A financial interest is not necessarily a conflict of interest. After receiving disclosure of the interest and the material facts to the Board, the Board shall discuss and vote upon the question of whether a conflict of interest exists or could, in the opinion of the Board, reasonably be construed to exist. Any Related Party with respect to such interest shall leave the meeting while the determination of a conflict of interest is discussed and voted upon. A majority vote of the disinterested members of the Board shall be required to determine whether a conflict of interest exists or could reasonably be construed to exist. A Related Party, if he or she is a member of the Board, shall not be counted for purposes of determining the presence of a quorum at a meeting of the Board called to determine the existence or treatment of a conflict of interest. A Related Party may make a presentation to the Board at a meeting of the Board called for the purpose of considering the transaction or arrangement and the Related Party's interest, but after the presentation, the Related Party must leave the meeting during the discussion of, and the vote on, such transaction or arrangement. (b) The Board shall exercise due diligence in reviewing the proposed transaction or arrangement, which may include reviewing surveys of comparable data where appropriate, and which may include assessing whether NSIV can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. The Board may in its discretion determine from time to time to evaluate a proposed transaction or arrangement in a manner that follows the "rebuttable presumption of reasonableness procedures promulgated under the Internal Revenue Code of 1986, as amended. (c) After due consideration of the relevant factors, the Board shall determine by majority vote of the disinterested members of the Board whether the transaction or arrangement is, on balance, in NSIV's best interest, for NSIV's own benefit, and whether it is fair and reasonable, and therefore whether NSIV may or may not enter into such transaction or arrangement. (d) Minutes of the meeting shall be prepared and approved as soon as practicable after the meeting of the Board called for the purpose of considering a conflict of interest and shall include: (i) The names of the Related Parties who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest existed, and the Boar”

“A Compensation Committee comprised of independent Directors was asked to investigate appropriate compensation policies during the Board Meeting of June 16, 2010. The Committee examined comparability data and made recommendations to the Board on December 15, 2010. Their recommendations were accepted and implementation was delegated to the independent members of the Executive Committee.”

“The organization makes its governing documents, conflict of interest policy and financial statements available upon request and are posted on the website of the Boston Foundation.”

“Section 1.263(a)-3(n) Election: North Shore InnoVentures, Inc. 100 Cummings Center, Suite 451-C Beverly, MA 01915 EIN 26-2737088 North Shore InnoVentures, Inc. is electing to capitalize repair and maintenance costs under Regulation Section1.263(a)-3(n).”