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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 State of Florida and is subject to the Florida Business Corporation Act, or the FBCA. Subject
to the procedures and limitations stated therein Section 607.0831 of the FBCA provides that a director is not personally liable
for monetary damages to the corporation or any person for any statement, vote, decision or failure to act, regarding corporate
management or policy, by a director unless (a) the director breached or failed to perform his duties as a director and (b) the
director’s breach of, or failure to perform, those duties constitutes: (i) a violation of criminal law, unless the director
had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (ii) a
transaction from which the director derived an improper personal benefit, either directly or indirectly; (iii) a circumstance
under which the liability provisions of Section 607.0834 of the FBCA, relating to a director’s liability for voting in favor
of or assenting to an unlawful distribution, are applicable; (iv) 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 (v) 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 or willful disregard
of human rights, safety or property.
Subject to the
procedures and limitations stated therein, Section 607.0850(1) of the FBCA empowers a Florida corporation, such as the Registrant,
to indemnify any person who was or is a party to any proceeding (other than any 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.
Section
607.0850(2) of the FBCA also empowers a Florida corporation, such as the Registrant, 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 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
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, 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, except that no indemnification may be made 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.
To the
extent that a director, officer, employee or agent of a 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) of the FBCA, 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.
The indemnification
and advancement of expenses provided pursuant to Section 607.0850 of the FBCA are not exclusive, and a corporation may make any
other or further indemnification of or advancement of expenses to 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, a director, officer, employee or agent is not entitled
to indemnification or advancement of expenses if a judgment or other final adjudication establish that his or her actions, or
omissions to act, were material to the cause of action so adjudicated and constitute: (i) a violation of the criminal law, unless
the director, officer, employee or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful; (ii) a transaction from which the director, officer, employee or agent derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 of the FBCA,
relating to a director’s liability for voting in favor of or assenting to an unlawful distribution, are applicable; or (iv)
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.
The
Registrant’s Amended and Restated Articles of Incorporation provide that the Registrant shall, to the fullest extent permitted
by Section 607.0850 of the FBCA, as the same may be amended and supplemented, indemnify any and all persons whom it shall have
power to indemnify under Section 607.0850 of the FBCA from and against any and all of the expenses, liabilities or other matters
referred to in or covered by Section 607.0850 of the FBCA. Further, the indemnification provided for in the Registrant’s
Amended and Restated Articles of Incorporation is not exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement, vote of stockholders 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 and shall continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
The
Registrant has also entered into an indemnification agreement with each of its directors and certain of its executive officers.
These agreements require the Registrant to indemnify these individuals to the fullest extent permitted under Florida law against
liabilities that may arise by reason of their service to the Registrant, and to advance expenses incurred as a result of any proceeding
against them as to which they could be indemnified.
The Registrant
maintains an insurance policy covering directors and officers under which the insurer agrees to pay, subject to certain exclusions,
for any claim made against its directors and officers for a wrongful act for which they may become legally obligated to pay or
for which the Registrant is required to indemnify its directors and officers.
(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 this 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 this Registration Statement;
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this 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 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 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 this 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.
(h) 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 provisions described in Item 6 above, 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.