Item 6. Indemnification of Directors
and Officers.
The Florida Business Corporations Act
(“FBCA”) authorizes a company to indemnify its directors and officers in certain instances against certain liabilities
that they may incur by virtue of their relationship with the company. A company may indemnify any director, officer, employee or
agent against judgments, fines, penalties, amounts paid in settlement, and expenses incurred in any pending, threatened or completed
civil, criminal, administrative, or investigative proceeding (except an action by the company) against him in his capacity as a
director, officer, employee, or agent of the company, or another company if serving in such capacity at the company’s request
if he (i) acted in good faith; (ii) acted in a manner which he reasonably believed to be in or not opposed to the best interests
of the company; and (iii) with respect to a criminal action, had no reasonable cause to believe his conduct was unlawful. Furthermore,
a company may indemnify any director, officer, agent or employee against expenses incurred in defense or settlement of any proceeding
brought by the company against him in his capacity as a director, officer, employee or agent of the company, or another company
if serving in such capacity at the company’s request, if he: (i) acted in good faith; (ii) acted in a manner which he reasonably
believed to be in or not opposed to the best interests of the company; and (iii) is not adjudged to be liable to the company (unless
the court finds that he is nevertheless reasonably entitled to indemnity for expenses which the court deems proper). A company
must repay the expenses of any director, officer, employee or agent who is successful on the merits of an action against him in
his capacity as such.
A Florida company is authorized to make
any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, except
for acts or omissions which constitute (i) a violation of the criminal law (unless the individual had reasonable cause to believe
it was lawful); (ii) a transaction in which the individual derived an improper personal benefit; (iii) in the case of a director,
a circumstance under which certain liability provisions of the FBCA are applicable (related to payment of dividends or other distributions
or repurchases of shares in violation of such Act); or (iv) willful misconduct or a conscious disregard for the best interest of
the company in a proceeding by the company, or a company shareholder. A Florida company also is authorized to purchase and maintain
liability insurance for its directors, officers, employees and agents.
Under our Bylaws, we may indemnify our
directors, officers, and so on to the fullest extent permitted by applicable law. We have entered into indemnification agreements
with each member of the board of directors, which provide that we and our subsidiary, 1
st
United Bank, will indemnify
each such person to the fullest extent permitted by applicable law.
Federal banking law, which is applicable
to us as a financial holding company and to 1
st
United Bank as an insured depository institution, limits our ability
and 1
st
United Bank’s ability to indemnify their directors and officers. Neither we nor 1
st
United
Bank may make, or agree to make, indemnification payments to an institution-affiliated party such as an officer or director in
connection with any administrative or civil action instituted by a federal banking agency if, as a result of the banking agency
action, the indemnitee is assessed a civil money penalty, is removed from office or prohibited from participating in the conduct
of our affairs or those of 1
st
United Bank, or is subject to a cease and desist order. Prior to the resolution of any
action instituted by the applicable banking agency, we or 1
st
United Bank, as applicable, may indemnify officers and
directors only if the respective board of directors, as the case may be, (i) determines that the indemnified person acted in good
faith, (ii) determines after investigation that making indemnification payments would not affect our safety and soundness or the
safety and soundness of 1
st
United Bank, as the case may be, and (iii) if the indemnified party agrees in writing to
reimburse us or 1
st
United Bank, as the case may be, for any indemnity payments which turn out to be impermissible.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to our directors, officers or controlling persons pursuant to the provisions
described above, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.