Common use of Basic Indemnification Arrangement Clause in Contracts

Basic Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). Notwithstanding the foregoing, (i) the obligations of the Company under this Section 2 shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion in any case in which the Independent Legal Counsel is involved) that Indemnitee would not be permitted to be indemnified under applicable law and (ii) the obligation of the Company to make an Expense Advance pursuant to this Section 2 shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDED, HOWEVER, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be a Change in Control, the Reviewing Party shall be selected by the Board of Directors and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). Notwithstanding the foregoing, (i) the obligations of the Company under this Section 2 shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion in any case in which the Independent Legal Counsel is involved) that Indemnitee would not be permitted to be indemnified under applicable law and (ii) the obligation of the Company to make an Expense Advance pursuant to this Section 2 shall -3 - 4 be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDEDprovided, HOWEVERhowever, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be a Change in Control, the Reviewing Party shall be selected by the Board of Directors and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in whole or in part out of) an Indemnifiable Event, subject to Sections 2(b), 2(c), and 2(d) hereof the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after the Indemnitee presents written demand is presented to the Company, against any and all Expenses, reasonable Expenses and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such ClaimClaim and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. The Indemnitee’s written demand shall also specify the Independent Legal Counsel selected by Indemnitee pursuant to the terms of this Agreement. If so requested by IndemniteeIndemnitee in writing, the Company shall advance (within two ten business days of such request) any and all reasonable Expenses to Indemnitee or to the Indemnitee’s counsel (an "“Expense Advance"”). Such written request shall also specify the Independent Legal Counsel selected by Indemnitee if the Indemnitee has not previously specified such Independent Legal Counsel. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 3, prior to a Change of control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under this Section 2 2(a) hereof shall be subject to the condition that within sixty (60) days of the Reviewing Party Indemnitee’s written demand for an indemnification payment Independent Legal Counsel shall not have determined (in a written opinion in any case in which the Independent Legal Counsel is involved) that Indemnitee would not be permitted to be indemnified under applicable law law, and the Indemnitee hereby agrees to repay to the Company all indemnification amounts paid to Indemnitee by the Company under Section 2(a) hereof when and to the extent that Independent Legal Counsel so determines that such payments were not to be permitted under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to this Section 2 2(a) shall be subject to the condition that, if, when and to within sixty days of the extent that the Reviewing Party determines Indemnitee’s written request for an Expense Advance Independent Legal Counsel shall not have determined in a written opinion that Indemnitee would not be permitted to be so indemnified receive such Expense Advance under applicable law, and the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse repay to the CompanyCompany all Expense Advances paid to the Indemnitee by the Company under Section 2(a) for all hereof when and to the extent Independent Legal Counsel so determines that such amounts theretofore paidExpense Advance was not permitted under applicable law; PROVIDEDprovided, HOWEVERhowever, that if in the case of any indemnification payment or Expense Advance under Section 2(a) hereof Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, that Indemnitee should be indemnified under applicable law, law (whether or not commenced prior to or following the determination of such Independent Legal Counsel) then (i) any determination made by the Reviewing Party Independent Legal Counsel that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding upon Indemnitee, (ii) the Company shall be obligated to make such indemnification payments and Expense Advances as would otherwise be required by Section 2(a) unless and until a final judicial determination is made establishing that Indemnitee is not entitled to indemnification or Expense Advances under applicable law, and (iii) Indemnitee shall not be required to reimburse the Company for any such payment or Expense Advance until a final judicial determination is made requiring the Indemnitee to make such repayment. (A final judicial determination, as used in this and other Sections of this Agreement, is a determination with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).) The Indemnitee hereby further agrees to repay to the Company all indemnification payments and Expense Advances made to Indemnitee under Section 2(a) hereof when and to the extent any such final judicial determination determines that such payments or Expenses were not permitted under applicable law. The lndemnitee’s obligation to reimburse the Company for indemnification payments and Expense Advances shall be unsecured and no interest shall be charged or payable thereon. If there has not be a Change in Control, the Reviewing Party shall be selected by the Board of Directors and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part or to receive an Expense Advance under applicable law, Indemnitee shall have the right to commence litigation in any court sitting in the City or County of St. Louis, Missouri, or the State of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper properly seeking an initial determination by the court or challenging any such determination by the Reviewing Party Independent Legal Counsel or any aspect thereof, including or the legal or factual bases therefortherefore, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by Independent Legal Counsel otherwise and made within the Reviewing Party otherwise sixty day period provided under this Section 2(b) shall be conclusive and binding on the Company and Indemnitee. (c) The Company shall not make any payments to the Indemnitee pursuant to Section 2 hereof on account of any Claim for recovery of profits from the purchase or sale by the Indemnitee of securities of the Company that is based upon the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state, or local statutory law. (d) The Indemnitee hereby agrees to repay to the Company on demand all indemnification payments and Expense Advances made to Indemnitee under Section 2 hereof that are determined in a final judicial determination (as hereinbefore defined) to have been made with respect to the Indemnitee’s act or conduct that was knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct. 3.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law law, as soon as practicable the same exists or hereafter may be amended or interpreted (but in the case of any event no later than thirty days after written demand is presented such amendment or interpretation, only to the Companyextent that such amendment or interpretation permits the Company to provide broader indemnification rights than were provided prior thereto), promptly upon the receipt of written demand, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such ClaimLosses. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (whether such funds are paid directly on Indemnitee’s behalf, advanced to Indemnitee in an "amount sufficient pay such Expenses or reimbursed to Indemnitee after Indemnitee pays such Expenses, an “Expense Advance"”). Notwithstanding Indemnitee’s right to an Expense Advance is not subject to the satisfaction of any standard of conduct. Without limiting the generality of the foregoing, unless payment in full has actually been made to or on behalf of Indemnitee under any insurance policy or Other Indemnity Provision (as defined in Section 11 below), within ten (10) business days after any request by Indemnitee, the Company shall, in accordance with such request, (i) the obligations pay such Expenses on behalf of the Company under this Section 2 shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion in any case in which the Independent Legal Counsel is involved) that Indemnitee would not be permitted to be indemnified under applicable law and Indemnitee, (ii) the obligation of the Company advance to make Indemnitee funds in an Expense Advance pursuant amount sufficient to pay such Expenses, or (iii) reimburse Indemnitee for such Expenses. Notwithstanding anything in this Section 2 shall be subject Agreement to the condition thatcontrary (except as set forth in Section 5), if, when and prior to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDED, HOWEVER, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any claim initiated by Indemnitee against the Reviewing Party shall be selected by Company or any director or officer of the Company unless the Company has joined in or the Board of Directors and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board Company has consented to the initiation of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeclaim.

Basic Indemnification Arrangement. In the event Indemnitee wasThe Company will indemnify and hold harmless Indemnitee, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law the laws of Delaware in effect on the date hereof or as soon as practicable but in such laws may be amended from time to time to increase the scope of such permitted indemnification, against all Indemnifiable Losses relating to, resulting from, or arising out of any event no later than thirty days after written demand is presented Claim; provided, however, that the foregoing indemnification shall not apply to claims, liabilities or expenses arising from the gross negligence or willful misconduct of the Indemnitee. The failure by Indemnitee to notify the Company of such Claim will not relieve the Company from any liability hereunder unless, and only to the Companyextent that, against any the Company did not otherwise learn of the Claim and all Expensessuch failure results in forfeiture by the Company of substantial defenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid rights or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claiminsurance coverage. If so requested by Indemnitee, the Company shall will advance (within two business days of such request) request any and all Expenses to Indemnitee paid or incurred by Indemnitee in connection with any Claim asserted or brought by Indemnitee for (an "Expense Advance"). Notwithstanding the foregoing, (ia) the obligations indemnification or advance payment of Expenses by the Company under this Section 2 Agreement or any other agreement or under any provisions of the Certificate of Incorporation now or hereafter in effect relating to Claims for Indemnifiable Losses or (b) recovery under any directors' and officers' liability insurance policies maintained by the Company, upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount, if it shall be subject to the condition that the Reviewing Party shall not have ultimately determined (in a written opinion in any case in which the Independent Legal Counsel is involved) that Indemnitee would is not be permitted to be indemnified under applicable law and (ii) the obligation of the Company to make an Expense Advance pursuant to this Section 2 shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDED, HOWEVER, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be a Change in Control, the Reviewing Party shall be selected by the Board of Directors and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeindemnified.

Basic Indemnification Arrangement. In Subject to the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising limitations set forth in part out of) an Indemnifiable EventSection 6 and otherwise in this Agreement, the Company hereby agrees to indemnify Indemnitee as follows: The Company shall indemnify Indemnitee to the fullest extent permitted by law and its articles of incorporation and bylaws in effect on the date hereof, or as soon such law or articles or bylaws may from time to time be changed as practicable but provided below, against Expenses and Liabilities actually and reasonably incurred by Indemnitee or on his behalf in connection with the investigation, defense, settlement or appeal of any event Indemnifiable Proceeding (including an Indemnifiable Proceeding brought by or in the right of the Company) if and wherever Indemnitee is a party or a witness, is threatened to be made a party or a witness or is required to produce documents or other evidence with respect to such Indemnifiable Proceeding. With respect to a third party action, unless no later than thirty days after written demand is presented longer required by law, Indemnitee's indemnification shall be conditioned upon Indemnitee having acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the Company, against any and all Expensesin the case of a criminal Proceeding the Company having no reasonable cause to believe Indemnitee's acts were unlawful. With respect to a derivative action, judgmentsunless no longer required by law, finesIndemnitee's indemnification shall be conditioned on Indemnitee having acted in good faith in a manner believed to be in the best interests of the Company. Further, penalties and amounts paid in settlement the event of a derivative action no indemnification shall be made (including all interest, assessments and other charges paid or payable in connection with or i) in respect of such Expensesany claim, judgments, fines, penalties issue or amounts paid in settlement) of such Claim. If so requested by Indemnitee, matter as to which Indemnitee shall have been adjudged to be liable to the Company shall advance (within two business days in the performance of such request) any and all Expenses Indemnitee's duty to Indemnitee (an "Expense Advance"). Notwithstanding the foregoing, (i) the obligations of the Company under this Section 2 shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion in any case in which the Independent Legal Counsel is involved) that Indemnitee would not be permitted to be indemnified under applicable law and (ii) the obligation of the Company to make an Expense Advance pursuant to this Section 2 shall be subject to the condition thatits shareholders, if, when unless and only to the extent that the Reviewing Party determines court in which such Proceeding is or was pending shall determine that Indemnitee would is fairly or reasonable entitled to indemnity for expenses or (ii) in respect of amounts paid in settlement of or otherwise disposing of a threatened or pending action without court approval, or amounts incurred in defending a pending action which is settled or otherwise disposed of without court approval. If, after the date of this Agreement, a change in any applicable law or the Company's articles of incorporation or bylaws expands the Company's right to indemnify Indemnitee, such change shall be within the purview of the Parties' rights and obligations under this Agreement. If such a change narrows the Company's right to indemnify Indemnitee, such change, to the extent not otherwise required by such law, article or bylaw shall have no effect on this Agreement or the Parties' rights and obligations under it. In addition to, and not as a limitation of, the foregoing, the rights of indemnification of Indemnitee provided under this Agreement shall include those rights set forth in Sections 2 and 9 below. The right to indemnification conferred herein shall be permitted presumed to have been relied upon by Indemnitee in serving or continuing to serve the Company as an Agent and shall be so indemnified enforceable as a contract right. If Indemnitee is entitled under applicable lawthis Agreement to indemnification by the Company for some or a portion of the Expenses or Liabilities incurred by Indemnitee, but not for the total amount thereof, the Company shall be entitled indemnify Indemnitee, pursuant to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) procedures set forth in this Agreement, for all such amounts theretofore paid; PROVIDED, HOWEVER, that if Indemnitee has commenced portion of the Expenses or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as Liabilities to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be a Change in Control, the Reviewing Party shall be selected by the Board of Directors and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeentitled.

Basic Indemnification Arrangement. In the event Indemnitee wasThe Company will indemnify and hold harmless each Indemnified Party against all Indemnifiable Losses relating to, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (resulting from or arising in part out of) of any Claim. The failure by an Indemnifiable EventIndemnified Party to notify the Company of such Claim will not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not learn of the Claim and such failure shall indemnify Indemnitee materially prejudice the ability of the Company to defend such claims or otherwise perfect rights to any insurance coverage relating thereto. The Indemnified Parties will have the fullest extent permitted by right to select one law as soon as practicable but firm (plus local counsel) of the Stockholder's choosing to represent all Indemnified Parties in any event no later than thirty days after written demand is presented to the Company, against any Claim and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable Expenses incurred in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim. If so requested therewith will be advanced by Indemnitee, the Company shall advance (within two ten business days of a request therefor upon receipt of an undertaking by the Indemnified Parties requesting such request) payment, agreeing to repay any and all Expenses amounts advanced hereunder to Indemnitee (an "Expense Advance")the extent that it is finally determined that such Indemnified Parties are not entitled to indemnification for such Losses. Without limiting the generality or effect of any other provision hereof, the parties expressly acknowledge that the foregoing indemnity is intended to apply regardless of the nature of the alleged conduct of the Indemnified Party, including without limitation actual or alleged ordinary or gross negligence, recklessness or willful misconduct. Notwithstanding the foregoing, (i) the obligations of the Company under this Section 2 shall be subject to the condition that the Reviewing Party shall not have determined (in upon a written opinion in any case in which the Independent Legal Counsel is involved) that Indemnitee would not be permitted to be indemnified under applicable law and (ii) the obligation of the Company to make an Expense Advance pursuant to this Section 2 shall be subject to the condition thatfinal, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed nonappealable determination by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDED, HOWEVER, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure in an action against an Indemnified Party that the Losses relating to, resulting from or arising out of a determination thatClaim were related primarily to, Indemnitee should resulted primarily from or arose primarily out of such Indemnified Party's gross negligence, recklessness or willful misconduct, the amount of such Indemnified Party's Indemnified Losses in respect of such Claim will be indemnified under applicable law, any determination made reduced by the Reviewing amount of such Losses and such Indemnified Party that Indemnitee would not be permitted to be indemnified under applicable law or the Stockholder shall not be binding and Indemnitee shall not be required to promptly reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as all Losses previously advanced to which the extent the Company shall have previously advanced amounts in excess of such Indemnified Party's Indemnifiable Losses, provided that the aggregate of all rights reductions of appeal therefrom have been exhausted or lapsed). If there has not be a Change Indemnifiable Losses pursuant to this sentence during the term of this Agreement will in Control, no event exceed the Reviewing Party shall be selected by the Board of Directors and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority amount of the Company's Board equity investment of Directors who were directors immediately Stockholder Affiliates in the Company made prior to the date such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteedetermination.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgmentsjudgements, fines, penalties or amounts paid in settlement) of such Claim. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). (b) Notwithstanding the foregoing, (i) the obligations of the Company under this Section 2 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion opinion, in any case in which the Independent Legal Counsel special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law law, and (ii) the obligation of the Company to make an Expense Advance pursuant to this Section 2 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDEDprovided, HOWEVERhowever, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be been a Change in Control, the Reviewing Party shall be selected by the Board of Directors Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State state of Florida domicile or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. 3.

Basic Indemnification Arrangement. In the event If Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim any Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable practicable, but in any event no later than [thirty (30)] days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties ERISA excise taxes or penalties, and amounts paid in settlement (including all interest, assessments assessments, and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by or for him or her in connection with the investigation, judgmentsdefense, fines, penalties settlement or amounts paid in settlement) appeal of such ClaimProceeding or any claim, issue or matter therein, provided that Indemnitee acted in Good Faith. If so requested by Indemnitee, the Company shall advance (within [two business (2) business] days of such request) any and all such Expenses to Indemnitee (an "“Expense Advance"”). Notwithstanding the foregoing, (i) the obligations of the Company under this Section 2 shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion in any case in which the Independent Legal Counsel is involved) that Indemnitee would not be permitted to be indemnified under applicable law and (ii) the The obligation of the Company to make an Expense Advance pursuant to this Section 2 2.2 shall be subject to the condition that, if, when and to the extent that it is determined by the Reviewing Party determines forum selected by Indemnitee pursuant to Section 4.3 that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDEDprovided that the Company’s obligation to make the Expense Advances under this Section 2.2 or any advance of Expenses under Article III shall not be qualified or conditioned in any manner by the Company on the Indemnitee’s ability to reimburse the Company; and provided, HOWEVERfurther, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party such forum that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be a Change in Control, the Reviewing Party shall be selected by the Board of Directors and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, in a Claim Proceeding by reason of (or arising in part out of) the Indemnitee’s Corporate Capacity or an Indemnifiable Event, the Company Corporation shall indemnify Indemnitee to the fullest extent permitted authorized by applicable law as soon as practicable but in any event no later than thirty days (60 days if the Reviewing Party is special, independent counsel) after written demand is presented to the CompanyCorporation, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of ), paid or incurred in connection with such ClaimProceeding. If To the fullest extent authorized by applicable law, if so requested by IndemniteeIndemnitee in writing, the Company Corporation shall advance (within two ten business days of such request) any and all Expenses to Indemnitee in advance of the final disposition of a Proceeding to which Indemnitee was, is or becomes a party to or in which Indemnitee was, is or becomes a witness or other participant in, or to which Indemnitee is threatened to be made a party to or witness or other participant in, by reason of (or arising in part out of) the Indemnitee’s Corporate Capacity or an Indemnifiable Event or in connection with seeking recovery under any directors’ and officers’ liability insurance policies maintained by the Corporation (an "“Expense Advance"”). Notwithstanding the foregoing, An Expense Advance shall be made only upon receipt of (i1) the obligations an undertaking by or on behalf of the Company under Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined in accordance with this Agreement, including Section 2 shall be subject to the condition 2(c) hereof, that the Reviewing Party shall Indemnitee is not have determined (in a written opinion in any case in which the Independent Legal Counsel is involved) that Indemnitee would not be permitted entitled to be indemnified under by the Corporation as authorized in this Agreement and applicable law law; and (ii2) satisfactory evidence as to the obligation amount of such Expenses. The Indemnitee’s written certification, together with a copy of the Company to make an Expense Advance pursuant to this Section 2 shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted statement paid or to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDED, HOWEVER, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, Indemnitee should be indemnified under applicable law, any determination made paid by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law Indemnitee, shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be a Change in Control, the Reviewing Party shall be selected by the Board of Directors and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority constitute satisfactory evidence of the Company's Board amount of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeExpenses.

Basic Indemnification Arrangement. In the event If Indemnitee was, was or is or becomes a party to or witness or other participant in, or is --------------------------------- threatened to be made a party to or witness or other participant in, a Claim any Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable practicable, but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties ERISA excise taxes or penalties, and amounts paid in settlement (including all interest, assessments assessments, and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by or for him or her in connection with the investigation, judgmentsdefense, fines, penalties settlement or amounts paid in settlement) appeal of such ClaimProceeding or any claim, issue or matter therein, provided that Indemnitee acted in Good Faith. If so requested by Indemnitee, the Company shall advance (within two (2) business days of such request) any and all such Expenses to Indemnitee (an "Expense Advance"). Notwithstanding the foregoing, (i) the obligations of the Company under this Section 2 shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion in any case in which the Independent Legal Counsel is involved) that Indemnitee would not be permitted to be indemnified under applicable law and (ii) the The obligation of the Company to make an Expense Advance pursuant to this Section 2 2.2 shall be subject to the condition that, if, when and to the extent that it is determined by the Reviewing Party determines forum selected by Indemnitee pursuant to Section 4.4 that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDEDprovided that the Company's obligation to make the Expense Advances under this Section 2.2 or any advance of Expenses under Article III shall not be qualified or conditioned in any manner by the Company on the Indemnitee's ability to reimburse the Company; and provided, HOWEVERfurther, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party such forum that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be a Change in Control, the Reviewing Party shall be selected by the Board of Directors and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee Officer was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim (as defined hereinafter) by reason of (or arising in part out of) an Indemnifiable EventEvent (as defined hereinafter), the Company shall indemnify Indemnitee Officer to the fullest extent permitted by law as soon as practicable practicable, but in any event no later than thirty 30 days after written demand is presented to the Company, against any and all ExpensesExpenses (as defined hereinafter), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim. If so requested by IndemniteeOfficer, the Company shall advance (within two ten business days of after such written request) any and all Expenses to Indemnitee Officer (an "Expense Advance"). Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3 hereof, prior to a Change in Control (as defined hereinafter), Officer shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Officer against the Company or any director or officer of the Company, unless the Company has joined in or consented to the initiation of such Claim. 8 (b) Notwithstanding the foregoing, (iI) the obligations of the Company under this Section 2 1(a) shall be subject to the condition that the Reviewing Party (as defined hereinafter) shall not have determined (in a written opinion opinion, in any case in which the Independent Legal Counsel special independent counsel referred to in Section 2 hereof is involved) that Indemnitee Officer would not be permitted to be indemnified under applicable law law, and (ii) the obligation of the Company to make an Expense Advance pursuant to this Section 2 1(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee Officer would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee Officer (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDEDprovided, HOWEVERhowever, that if Indemnitee Officer has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, Indemnitee that Officer should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee Officer would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee Officer shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be been a Change in Control, the Reviewing Party shall be selected by the Board of Directors Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel special independent counsel referred to in Section 3 2 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee Officer substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee Officer shall have the right to commence litigation in any court in the State states of Florida Texas or Delaware having subject matter jurisdiction thereof and in which venue is proper proper, seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeOfficer. 2.

Basic Indemnification Arrangement. In the event If Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim any Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties ERISA excise taxes or penalties, and amounts paid in settlement (including all interest, assessments assessments, and other charges paid or payable in connection with or in respect of such Expenses) incurred by or for him in connection with the investigation, judgmentsdefense, fines, penalties settlement or amounts paid in settlement) appeal of such ClaimProceeding or any claim, issue or matter therein if Indemnitee acted in Good Faith. If so requested by Indemnitee, the Company shall advance (within two (2) business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). Notwithstanding the foregoing, (i) the obligations of the Company under this Section 2 shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion in any case in which the Independent Legal Counsel is involved) that Indemnitee would not be permitted to be indemnified under applicable law and (ii) the The obligation of the Company to make an Expense Advance pursuant to this Section 2 2.2 shall be subject to the condition that, if, when and to the extent that it is determined by the Reviewing Party determines forum selected by Indemnitee pursuant to Section 4.3 that Indemnitee would not be permitted to be so indemnified under applicable appli- cable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDEDprovided that the Company's obligation to make the Expense Advances under this Section 2.2 or any advance of Expenses under Article III shall not be qualified or conditioned in any manner by the Company on the Indemnitee's ability to reimburse the Company; and pro- vided, HOWEVERfurther, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party such forum that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be a Change in Control, the Reviewing Party shall be selected by the Board of Directors and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. In the event Indemnitee was, is is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in whole or in part out of) an Indemnifiable Event, the Company shall will indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty 60 calendar days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties penalties, and amounts paid in settlement (including all interest, assessments assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties penalties, or amounts paid in settlement) of such Claims. The Indemnitee shall give prompt notice to the Company of any actual or asserted event or occurrence that could reasonably be expected to give rise to a Claim. The failure by the Indemnitee to notify the Company of such Claim will not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not learn of the Claim and such failure shall materially prejudice the ability of the Company to defend such Claims or otherwise perfect rights to any insurance coverage relating thereto. Notwithstanding anything in this Agreement to the contrary, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company (other than a claim described in Section 3 hereof) or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim. If so requested by Indemnitee, the Company shall will advance (within two business days of such request) any and all Expenses to Indemnitee (upon receipt of an "Expense Advance"). Notwithstanding the foregoing, (i) the obligations of the Company under this Section 2 shall be subject undertaking from Indemnitee agreeing to the condition that the Reviewing Party shall not have determined (in a written opinion in repay any case in which the Independent Legal Counsel is involved) that Indemnitee would not be permitted to be indemnified under applicable law and (ii) the obligation of the Company to make an Expense Advance pursuant to this Section 2 shall be subject to the condition that, if, when and amounts advanced hereunder to the extent that the Reviewing Party determines it is finally determined that Indemnitee would is not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) indemnification for all such amounts theretofore paid; PROVIDED, HOWEVER, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be a Change in Control, the Reviewing Party shall be selected by the Board of Directors and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeExpenses.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "“Expense Advance"”). Notwithstanding the foregoing, (i) the obligations of the Company under anything in this Section 2 shall be subject Agreement to the condition that the Reviewing Party shall not have determined (in a written opinion in any case in which the Independent Legal Counsel is involved) that Indemnitee would not be permitted to be indemnified under applicable law and (ii) the obligation of the Company to make an Expense Advance pursuant to this Section 2 shall be subject to the condition thatcontrary, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDED, HOWEVER, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required entitled to reimburse the Company for indemnification on an advance pursuant to this Agreement in connection with any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be a Change in Controli) Claim initiated by Indemnitee, the Reviewing Party shall be selected by unless the Board of Directors and if there has been authorized or consented to the initiation of such a Change in Control Claim, (other than a Change in Control which has been approved by a majority ii) liability under Section 16(b) of the Company's Board Exchange act or under federal or state securities laws for “ixxxxxx xxxxxxx,” (iii) breach of Directors who were directors immediately prior the duty of loyalty to such Change the Corporation, (iv) conduct finally adjudged as constituting acts or omissions not in Control)good faith or that involve active or deliberate dishonesty or willful fraud or illegality, (v) conduct finally adjudged as producing an unlawful personal benefit, (vi) liability under Section 174 of the Reviewing Party shall be Delaware General Corporation Law (the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination “DGCL”) regarding unlawful dividends and stock purchases or (vii) advance that is prohibited by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State Sxxxxxxx-Xxxxx Act of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee2002.

Basic Indemnification Arrangement. In the event If Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim any Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties ERISA excise taxes or penalties, and amounts paid in settlement (including all interest, assessments assessments, and other charges paid or payable in connection with or in respect of such Expenses) incurred by or for him in connection with the investigation, judgmentsdefense, fines, penalties settlement or amounts paid in settlement) appeal of such ClaimProceeding or any claim, issue or matter therein if Indemnitee acted in Good Faith. If so requested by Indemnitee, the Company shall advance (within two (2) business days of such request) any and all Expenses to Indemnitee (an "“Expense Advance"”). Notwithstanding the foregoing, (i) the obligations of the Company under this Section 2 shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion in any case in which the Independent Legal Counsel is involved) that Indemnitee would not be permitted to be indemnified under applicable law and (ii) the The obligation of the Company to make an Expense Advance pursuant to this Section 2 2.2 shall be subject to the condition that, if, when and to the extent that it is determined by the Reviewing Party determines forum selected by Indemnitee pursuant to Section 4.3 that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDEDprovided that the Company’s obligation to make the Expense Advances under this Section 2.2 or any advance of Expenses under Article III shall not be qualified or conditioned in any manner by the Company on the Indemnitee’s ability to reimburse the Company; and provided, HOWEVERfurther, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party such forum that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be a Change in Control, the Reviewing Party shall be selected by the Board of Directors and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as the same exists or may hereafter be amended (but, in the case of any such amendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), as soon as practicable but in any event no later than thirty days after written demand demand, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification (provided that documentation and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege), is presented to the Company, against any and all Expenses, liabilities, damages, losses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, liabilities, damages, losses, judgments, fines, penalties or amounts paid in settlement) incurred or paid by or on behalf of, or imposed against, Indemnitee in connection with such Claim and any federal, state, local or foreign taxes (net of such Claimthe value to Indemnitee of any tax benefits resulting from tax deductions or otherwise) imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by IndemniteeIndemnitee (which request shall include therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification (provided that documentation and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege)), the Company shall advance (within two five business days of such request) any and all Expenses to Indemnitee (an "“Expense Advance"”). Notwithstanding anything in this Agreement or in the foregoing, (i) the obligations of the Company under this Section 2 shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion in any case in which the Independent Legal Counsel is involved) that Indemnitee would not be permitted to be indemnified under applicable law and (ii) the obligation By-Laws of the Company to make an Expense Advance pursuant the contrary and except as provided in Section 5, prior to this Section 2 shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDED, HOWEVER, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Reviewing Party shall be selected by the Board of Directors and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority Company or any director or officer of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and Company unless the Company hereby consents has joined in or consented to service the initiation of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeClaim.

Basic Indemnification Arrangement. In the event Indemnitee wasThe Company will indemnify and hold harmless Indemnitee, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law the laws of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against all Indemnifiable Losses relating to, resulting from, or arising out, of any Claim as soon as practicable but in any event no later than thirty 30 days after Indemnitee has made a written demand is presented therefor. Unless otherwise required by the General Corporation Law of Delaware, the Certificate of Incorporation or the By-Laws, the failure by Indemnitee to notify the Company of such Claim, or to request in writing Indemnification in respect thereof, will not relieve the Company from any liability hereunder unless, and only to the Companyextent that, against any the Company did not otherwise learn of the Claim and all Expensessuch failure results in forfeiture by the Company of substantial defenses, judgmentsrights or insurance coverage. Except as provided in Section 17, fineshowever, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) consented to the initiation of such Claim. If so requested by IndemniteeIndemnitee by submission of a written request and undertaking substantially in the form of Exhibit 1 hereto, the Company shall will advance (within two business days of such request) written request any and all Expenses to Indemnitee (an "Expense Advance"). Notwithstanding that Indemnitee determines reasonably likely to be payable; provided, however, that Indemnitee will return, without interest, any such advance that remains unspent at the foregoing, (i) the obligations final conclusion of the Company under this Section 2 shall be subject Claim to the condition that the Reviewing Party shall not have determined (in a written opinion in any case in which the Independent Legal Counsel is involved) that Indemnitee would not be permitted to be indemnified under applicable law and (ii) the obligation of the Company to make an Expense Advance pursuant to this Section 2 shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDED, HOWEVER, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be a Change in Control, the Reviewing Party shall be selected by the Board of Directors and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeadvance related.

Basic Indemnification Arrangement. In the event If Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim any Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties ERISA excise taxes or penalties, and amounts paid in settlement (including all interest, assessments assessments, and other charges paid or payable in connection with or in respect of such Expenses) incurred by or for him in connection with the investigation, judgmentsdefense, fines, penalties settlement or amounts paid in settlement) appeal of such ClaimProceeding or any claim, issue or matter therein if Indemnitee acted in Good Faith. If so requested by Indemnitee, the Company shall advance (within two (2) business days of such request) any and all Expenses to Indemnitee (an "“Expense Advance"”). Notwithstanding the foregoing, (i) the obligations of the Company under this Section 2 shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion in any case in which the Independent Legal Counsel is involved) that Indemnitee would not be permitted to be indemnified under applicable law and (ii) the The obligation of the Company to make an Expense Advance pursuant to this Section 2 II.2 shall be subject to the condition that, if, when and to the extent that it is determined by the Reviewing Party determines forum selected by Indemnitee pursuant to Section IV.3 that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDEDprovided that the Company’s obligation to make the Expense Advances under this Section II.2 or any advance of Expenses under Article III shall not be qualified or conditioned in any manner by the Company on the Indemnitee’s ability to reimburse the Company; and provided, HOWEVERfurther, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party such forum that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be a Change in Control, the Reviewing Party shall be selected by the Board of Directors and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). Notwithstanding the foregoing, (i) the obligations of the Company under this Section 2 shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion in any case in which the Independent Legal Counsel is involved) that Indemnitee would not be permitted to be indemnified under applicable law and (ii) the obligation of the Company to make an Expense Advance pursuant to this Section 2 shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDEDprovided, HOWEVERhowever, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that, Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not be a Change in Control, the Reviewing Party shall be selected by the Board of Directors and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.