Item 6. Indemnification of Directors and Officers.
Florida law permits, under certain
circumstances, the indemnification of any person with respect to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which such person was or is a party or is threatened to be made a party, by reason
of his or her being an officer, director, employee or agent of the corporation or is or was serving at the request of such 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 appeals thereof; provided, however, that the officer, director, employee or agent
acted in good faith and in a manner that 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 such third-party action by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent does
not, of itself, create a presumption that the person (i) 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 (ii) with respect to any criminal action or proceeding, had reasonable
cause to believe that his or her conduct was unlawful. In the case of proceedings by or in the right of the corporation, Florida law permits
indemnification of any person by reason of the fact that such person is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of such 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 appeals thereof; provided,
however, that the officer, director, employee or agent acted in good faith and in a manner that he or she reasonably believed to be in,
or not opposed to, the best interests of the corporation, except that no indemnification is made where such person is adjudged liable,
unless a court of competent jurisdiction determines 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 such person is successful on the
merits or otherwise in defending against any such proceeding, Florida law provides that he or she shall be indemnified against expenses
actually and reasonably incurred by him or her in connection therewith.
Also, under Florida law, expenses incurred by an officer
or director in defending a civil or criminal proceeding may be paid by the corporation in advance of the final disposition of such proceeding
upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if he or she is ultimately found not to
be entitled to indemnification by the corporation pursuant to the applicable section. Expenses incurred by other employees and agents
may be paid in advance upon such terms or conditions that the Board of Directors deems appropriate.
Our Amended and Restated
Articles of Incorporation provide that we shall indemnify our officers and directors (and other employees and agents if approved in writing
by the Board of Directors) to the fullest extent authorized or permitted by law, as it existed when the Amended and Restated Article of
Incorporation were adopted or as it may thereafter be amended. Such right to indemnification shall continue as to a person who has ceased
to be a director or officer (and, if applicable, other employee or agent) and shall inure to the benefit of his or her heirs, executors
and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, we shall
not be obligated to indemnify any such person (or his or her heirs, executors or personal or legal representatives) in connection with
a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by our
Board of Directors.
The Amended and Restated Articles of Incorporation
also provide that such right of indemnification shall be a contract right and shall include the right to be paid by us the expenses incurred
in defending or otherwise participating in any proceeding in advance of its final disposition only upon our receipt of an undertaking,
by or on behalf of such director or officer, to repay such amounts if it should be ultimately determined that he or she is not entitled
to be indemnified by us as authorized by the Amended and Restated Articles of Incorporation.
The rights to indemnification and to the advance of
expenses conferred in the Amended and Restated Articles of Incorporation are not exclusive of any other right which and person may have
or hereafter acquire under the Amended and Restated Articles of Incorporation, the Bylaws, any statute, agreement, vote of shareholders
or disinterested directors or otherwise.
Any repeal or modification of the applicable provisions
of the Amended and Restated Articles of Incorporation shall not adversely affect any rights to indemnification and to the advancement
of expenses as a director or officer existing at the time of such repeal or modification with respect to any acts or omissions occurring
prior to such repeal or modification.
In addition to the authority granted to us by Florida
law to indemnify our directors, certain other provisions of the Florida Business Corporation Act have the effect of further limiting the
personal liability of our directors. Pursuant to Florida law, a director of a Florida corporation cannot be held personally liable for
monetary damages to the corporation or any other person for any act or failure to act regarding corporate management or policy except
in the case of certain qualifying breaches of the director’s duties.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, may be permitted to our directors and officers, or to persons controlling us, pursuant to
our charter documents and Florida law, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable.