Item
6. Indemnification of Directors and Officers.
As a corporation incorporated
in the State of Florida, we are subject to the Florida Business Corporation Act, or the Florida Act. Section 607.0831 of the Florida
Act provides that a director is not personally liable for monetary damages to the corporation or any other person for any statement,
vote, decision, or failure to act regarding corporate management or policy unless (1) the director breached or failed to perform
his or her duties as a director and (2) the director’s breach of, or failure to perform, those duties constitutes (a) a violation
of the criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause
to believe his or her conduct was unlawful, (b) a transaction from which the director derived an improper personal benefit, either
directly or indirectly, (c) a circumstance under which the liability provisions of Section 607.0834 are applicable, (d) in a proceeding
by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard
for the best interest of the corporation, or willful misconduct, or (e) in a proceeding by or in the right of someone other than
the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose
or in a manner exhibiting wanton and willful disregard of human rights, safety, or property. A judgment or other final adjudication
against a director in any criminal proceeding for a violation of the criminal law estops that director from contesting the fact
that his or her breach, or failure to perform, constitutes a violation of the criminal law; but does not estop the director from
establishing that he or she had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe
that his or her conduct was unlawful.
Under Section 607.0850(1)
of the Florida Act, a corporation has the power to indemnify any person who was or is a party to any proceeding (other than an
action by, or in the right of the corporation), by reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against liability incurred in connection with such proceeding,
including any appeal thereof, if he or she 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, with respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement or conviction or upon a plea
of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in
a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect
to any criminal action or proceeding, has reasonable cause to believe that his or her conduct was unlawful.
Under Section 607.0850(2)
of the Florida Act, a corporation has the power to indemnify any person, who was or is a party to any proceeding by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee,
or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not
exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually
and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification
shall be authorized if 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, except that no indemnification shall be made under this subsection in respect of any claim,
issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in
which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which such court shall deem proper.
In addition, under
Section 607.0850(3) of the Florida Act, to the extent that a director, officer, employee or agent of the corporation has been successful
on the merits or otherwise in defense of any proceeding referred to in Sections 607.0850(1) or 607.0850(2) described above, or
in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses actually and reasonably incurred
by him or her in connection therewith.
Under Section 607.0850
of the Florida Act, the indemnification and advancement of expenses provided pursuant to Section 607.0850 of the Florida Act are
not exclusive, and a corporation may make any other or further indemnification or advancement of expenses of any of its directors,
officers, employees, or agents, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both
as to action in his or her official capacity and as to action in another capacity while holding such office. However, indemnification
or advancement of expenses shall not be made to or on behalf of any director, officer, employee or agent if a judgment or other
final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated
and constitute: (a) a violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe
his or her conduct was unlawful; (b) a transaction from which the director, officer, employee or agent derived an improper personal
benefit; (c) in the case of a director, a circumstance under which the above liability provisions of Section 607.0834 are applicable;
or (d) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right
of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.
Section 607.0850 also
provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation against any liability asserted against the person and incurred by him or her in any
such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against
such liability under the provisions of Section 607.0850.
Our Articles of Incorporation,
as amended (the “
Articles of Incorporation
”), and our Bylaws provide that we shall indemnify any director or
officer or former director or officer to the fullest extent permitted by law. Our Articles of Incorporation provide that a director
or officer may be paid expenses incurred in defending any action, suit or proceeding in advance of its final disposition upon our
receipt of an undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimately determined
that such director or officer is not entitled to indemnification. Our Articles of Incorporation also permit us to purchase and
maintain insurance on behalf of our directors, officers, employees and agents against expenses, liabilities or losses that they
may incur in those capacities, whether or not we would have the power to indemnify them against such expenses, liabilities or losses.
We may provide liability
insurance for each of our directors and officers for certain losses arising from claims or charges made against them while acting
in their capacities as directors or officers. We currently maintain this type of liability insurance.
Also, we have entered
into indemnification agreements with all of our directors and executive officers whereby we have agreed to indemnify, and advance
expenses to, such persons to the fullest extent permitted by applicable law. Each indemnification agreement also establishes processes
and procedures for indemnification claims, advancement of expenses and other determinations with respect to indemnification.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, it is the position of the Commission that indemnification of directors and officers for liabilities
arising under the Securities Act is against public policy and is unenforceable pursuant to Section 14 of the Securities Act.
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 this 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;
(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 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 this 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.