Not applicable.
| Item 6. |
Indemnification of Directors and Officers. |
Florida
Statutes Section 607.0851 generally permits Registrant to indemnify its directors and officers who are subject to any proceeding
because the individual is or was a director or officer of Registrant if such persons acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of Registrant. If the proceeding is a criminal one, such person must also have
had no reasonable cause to believe his or her conduct was unlawful. In addition, Registrant may indemnify its directors and officers who
are subject to derivative actions against expenses and amounts paid in settlement which do not exceed, 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 such person acted in good faith and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of Registrant. Florida Statutes Section 607.0852 provides that to the extent
that a director or officer is wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual
was a party because he or she is or was a director or officer of the corporation, such person will be indemnified against expenses incurred
in connection therewith. Florida Statutes Sections 607.0858 and 607.0859 also permit Registrant to further indemnify such persons by other
means unless a judgment or other final adjudication establishes that such person’s actions or omissions were material to the cause
of action so adjudicated and constitute (1) willful or intentional misconduct or a conscious disregard for the best interests of
Registrant in a proceeding by or in the right of Registrant to procure a judgment in its favor or in a proceeding by or in the right of
a shareholder, (2) a transaction from which he or she derived an improper personal benefit, (3) a crime (unless such person
had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe it unlawful), or (4) in the case
of a director, an action in violation of Florida Statutes Section 607.0834 (relating to unlawful distributions to shareholders).
Furthermore,
Florida Statutes Section 607.0831 provides, in general, that no director shall be personally liable for monetary damages to a corporation
or any other person for any statement, vote, decision to take or not to take action, or any failure to take any action, as a director,
unless (a) the director breached or failed to perform his or her duties as a director, and (b) the director’s breach of,
or failure to perform, those duties constitutes any of the following: (i) a violation of 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, (ii) a circumstance
under which the transaction at issue is one from which the director derived an improper personal benefit, either directly or indirectly,
(iii) a circumstance under which the liability provisions of Florida Statutes Section 607.0834 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 or intentional 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 and willful disregard of human rights, safety, or property. The term “recklessness,”
as used above, means the action, or omission to act, in conscious disregard of a risk (a) known, or so obvious that it should have
been known, to the director, and (b) known to the director, or so obvious that it should have been known, to be so great as to make
it highly probable that harm would follow from such action or omission.
Registrant’s
bylaws provide generally that Registrant shall, to the maximum extent and in the manner permitted by law, indemnify each of its
directors, employees, officers, and agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding, arising by reason of the fact that such person (i) is or was a director, employee, officer,
and agent of Registrant, (ii) is or was serving at the request of Registrant as a director, employee, officer, and agent of another foreign
or domestic corporation, partnership, joint venture, trust or other enterprise, or (iii) was a director, employee, officer, and agent
of a corporation which was a predecessor corporation of Registrant or of another enterprise at the request of such predecessor corporation
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, the Registrant has been informed that in the opinion of the Commission, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
The Plan also provides that the
committee administering the Plan and all members thereof are entitled to, in good faith, rely or act upon any report or other information
furnished to them by any officer or employee of the Registrant or any of its affiliates, or the Registrant’s legal counsel, independent
auditors, consultants or any other agents assisting in the administration of the Plan. Members of the committee and any officer or employee
of the Registrant or any of its affiliates acting at the direction or on behalf of the committee shall not be personally liable for any
action or determination taken or made in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified
and held harmless by the Registrant with respect to any such action or determination.
The above discussion of the Florida
Statutes, the Registrant’s certificate of incorporation, bylaws, and the Plan is not intended to be exhaustive and is qualified
in its entirety by reference to such statute or applicable document.
