Common use of Claims for Indemnification Clause in Contracts

Claims for Indemnification. It is the intent of this Agreement to secure for the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding or any claim, issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall be made no later than thirty (30) days after receipt by the Company of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It is Whenever any Seller's Claim shall arise for indemnification of under this Article X, the intent of this Agreement to secure for VMI Shareholders and the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues INFUSYSTEM Shareholders shall notify I-FLOW and public policy I-FLOWSUB of the State of Florida. AccordinglySeller's Claim and, the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claimwhen known, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding Seller's Claim. In the event of any Seller's Claim for indemnification hereunder resulting from or in connection with any claimSeller's Claim or legal proceedings by a third party, issue or matter therein; providedsuch notice shall also specify, howeverif known, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of the liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement . The VMI Shareholders and the INFUSYSTEM Shareholders shall be made no later than thirty (30) days after receipt by the Company give I-FLOW and I-FLOWSUB a reasonable opportunity to defend any such Seller's Claim at its own expense and with counsel of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties their own selection and reasonably acceptable to the Proceeding described in VMI Shareholders and the Indemnification NoticeINFUSYSTEM Shareholders, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), provided that the Indemnitee has not met VMI Shareholders and the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination INFUSYSTEM Shareholders shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter at all times also have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnificationfully participate in the defense at their own expense. Anyone seeking If I-FLOW and I-FLOWSUB shall, within a reasonable time after notice, fail to overcome this presumption defend, the VMI Shareholders and the INFUSYSTEM Shareholders shall have the burden of proof right to undertake the defense of, and to compromise or settle (exercising reasonable business judgment) the Seller's Claim on behalf, for the account, and at the risk of, I-FLOW and I-FLOWSUB. The VMI Shareholders and the burden of persuasion by clear INFUSYSTEM Shareholders shall notify I-FLOW and convincing evidence. Neither the failure I-FLOWSUB in writing of the Company (including by its directors or Independent Counsel) existence of any Seller's Claim to have made a determination prior which I-FLOW and I-FLOWSUB's indemnification would apply, but failure to so notify I-FLOW and I-FLOWSUB shall not relieve I-FLOW and I-FLOWSUB of any liability hereunder unless and to the commencement of any action pursuant extent such failure causes I-FLOW and I-FLOWSUB to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining lose the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in assert a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing reasonable defense to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the IndemniteeSeller's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefromClaim. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It is Any party seeking indemnification hereunder (the intent "Indemnified Party") shall give to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a written notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any good faith claim for indemnification hereunder and shall include in such Claim Notice the reasonably estimated amount of such claim, if known (which amount shall not include interest), and a reference to the provision of this Agreement to secure for the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event or of any Proceeding other agreement, document or any claim, issue instrument executed hereunder or matter therein with regard to in connection herewith upon which Indemnity will or could such claim is based. Such Claim Notice shall be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event given within thirty (30) days after the Indemnitee has actual knowledge Indemnified Party becomes aware of the facts constituting giving rise to the basis claim for such Proceeding indemnification. (i) If the Indemnitor shall in good faith dispute the validity of all or any claim, issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to amount of a claim for indemnification as set forth in the Effective DateClaim Notice, the Indemnitee shall notify the Company promptly in writing Indemnitor shall, within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of its receipt of the facts constituting Claim Notice, execute and deliver to the Indemnified Party a notice setting forth with reasonable particularity the grounds and the basis for such Proceeding upon which the claim or amount of the alleged Losses is disputed (or any claim, issue or matter therein) (such notice, the "Indemnification NoticeDispute Statement"). The Indemnification . (ii) If the Indemnitor does not dispute the Claim Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate only disputes a portion of the amount set forth therein, then the amount of liability the claim described in the Claim Notice or the portion thereof not disputed shall be deemed to be admitted (including estimated expensesthe "Admitted Liability") arising therefromand shall, upon the incurring of such Losses, immediately be due and payable to the Indemnified Party by the Indemnitor. (biii) Any indemnification under this Agreement If the Indemnitor shall be made no later than within thirty (30) days after of its receipt of the Claim Notice deliver to the Indemnified Party a Dispute Statement, then the portion of the claim described in the Claim Notice that is disputed by the Company Indemnitor shall not be due and payable, except in accordance with a decision of an arbitrator (as provided in Section 21(b) hereof), or a written agreement by the parties stipulating the amount of the Indemnification Notice, unless Admitted Liability. (iv) The Indemnitor and the Indemnified Party shall endeavor to resolve any portion of a determination claim described in a Claim Notice that is made disputed by the Indemnitor within sixty (60) days after the date of the applicable Dispute Statement. Any such disputed claims not resolved within such thirty sixty (3060) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed resolved by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described arbitration in the Indemnification Noticeaccordance with Section 21 hereof. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It is the intent of The representations, warranties, covenants and agreements in this Agreement shall survive the Closing subject to secure for the Indemnitee rights of indemnity that are as favorable as may limitations set forth herein and shall not be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, affected by any investigation made by the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding or any claim, issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated hereto prior to the Effective date hereof or the Closing Date, . The party seeking indemnification (the Indemnitee "Indemnified Party") shall notify give the Company promptly in writing party from whom indemnification is sought (the "Indemnifying Party") a written notice ("Notice of Claim") within the later of sixty (X) ten (1060) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall be made no later than thirty (30) days after receipt by the Company of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement discovery of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard loss, liability, claim or expense in respect of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining which the right to indemnification under contained in this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment Article 9 may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter thereinclaimed; provided, however, that the Indemnitee failure to give such notice within such sixty (60) day period shall not be entitled result in the waiver or loss of any right to indemnification bring such claim hereunder after such period unless, and only to the extent that, the other party is actually prejudiced by such failure. In the event a claim is pending or threatened or the Indemnified Party has a reasonable belief as to the validity of the basis for such claim, the Indemnified Party may give written notice (a "Notice of Possible Claim") of such claim to the Indemnifying Party, regardless of whether a loss has arisen from such claim. A party shall have no liability under this Agreement Article 9 for a breach of any representation or warranty, unless a Notice of Claim or Notice of Possible Claim therefore is delivered by the Indemnified Party prior to the date that is eighteen (18) months after the Closing Date; provided, however, that as to any liability arising pursuant to Sections 3.9, 3.11, 3.21 or 3.23 or Article 4 hereof, any Notice of Claim or Notice of Possible Claim must be delivered by the Indemnified Party not later than ninety (90) days after the expiration of the applicable statute of limitations (including any extensions) therefor. Any Notice of Claim or Notice of Possible Claim shall set forth the representations, warranties, covenants and agreements with respect to any settlement unless which the Company shall have consented claim is made, the specific facts giving rise to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have an alleged basis for the burden of proof claim and the burden amount of persuasion liability asserted or anticipated to be asserted by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right reason of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawfulclaim. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It Except for Third Party Claims described in Section 13.3(b) below, if an event giving rise to indemnification hereunder shall have occurred or is threatened, then the intent party seeking indemnification (“Indemnified Party”) promptly shall deliver to the party from whom indemnity is sought (“Indemnifying Party”) written notice thereof, stating that such event has occurred or is threatened, describing such event in reasonable detail and specifying or reasonably estimating the amount of the prospective Loss (which estimate or specification shall be non-binding) and the method of computation thereof (a “Claim”), all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or has arisen (the “Notice of Claim”). For purposes hereof, any Claim for indemnification shall be deemed to secure for the Indemnitee rights of indemnity that are have been made as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State date on which the Notice of Florida. Accordingly, Claim is delivered in accordance with the parties agree that terms of this Section 13.3. (i) In the following procedures and presumptions event the Indemnifying Party shall apply in good faith dispute the validity of all or any amount of a Claim for indemnification as set forth in the event Notice of any Proceeding or any claimClaim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreementthen such Indemnifying Party shall, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding or any claim, issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after delivery of the effectiveness Notice of this AgreementClaim, execute and deliver to the Indemnified Party a notice setting forth with reasonable particularity the grounds, amount of, and basis upon which the Claim is disputed (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"“Dispute Statement”). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (bii) Any indemnification under this Agreement In the event the Indemnifying Party shall be made no later than thirty within ten (3010) days after receipt by the Company of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote Notice of a quorum consisting of directors who were not parties Claim deliver to the Proceeding Indemnified Party a Dispute Statement, then the portion of the claim described in the Indemnification Notice, Notice of Claim disputed by such Indemnifying Party (the “Disputed Liability”) shall not be due and payable from such Indemnifying Party except in accordance with (A) a final decision of an arbitrator pursuant to an arbitration instituted under Section 14.1 of this Agreement or (YB) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion agreement between the Indemnified Party and such Indemnifying Party stipulating the amount of the Admitted Liability. (which counsel iii) In the event any Indemnifying Party shall be appointed if not within ten (10) days after receipt of the Notice of Claim deliver to such Indemnifying Party a quorum is not obtainable)Dispute Statement identifying a Disputed Liability, that then the Indemnitee has not met amount of the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding claim described in the Indemnification Notice. (c) If and when Notice of Claim, or if a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder Dispute Statement is made pursuant to Section 5(b)delivered, the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has portion thereof not met the applicable standard of conduct to be entitled to indemnification under this Agreementdisputed as a Disputed Liability, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if be admitted (the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d“Admitted Liability”) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claimIndemnifying Party and shall, issue or matter therein with or without payment upon the incurring of money or other consideration) it shall an actual Loss arising therefrom, immediately be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof due and the burden of persuasion by clear and convincing evidencepayable. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It is In order to seek indemnification under SECTION 7.2, Parent shall deliver an Officer's Certificate to the intent of this Agreement to secure for Stockholder Representative and the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation Escrow Agent at any time on or before the Florida Statues Survival Date. On the thirtieth (30th) day after the Escrow Agent's and public policy the Stockholder's receipt of the State of Florida. Accordinglyofficer's Certificate, unless the Stockholder Representative shall have delivered an Objection Notice pursuant to SECTION 7.4(b) hereof, the parties agree that the following procedures and presumptions Escrow Agent shall apply in the event of any Proceeding or any claim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding or any claim, issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior deliver to the Effective Date, Indemnified Party from the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known Escrow Fund an amount equal to the Indemnitee giving rise Loss set forth in such Officer's Certificate. Any payment from the Escrow Fund to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement Indemnified Parties shall be made no later than thirty in Parent Common Stock (30) days after receipt by the Company valuing each share of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties Parent Common Stock equal to the Proceeding described in the Indemnification Notice, or (YSigning Price) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if been made pro rata amongst the Indemnitee's action was Stockholders based on the records aggregate amounts deposited into the Escrow Fund on each such Stockholder's behalf. For the purposes hereof, "OFFICER'S CERTIFICATE" shall mean a certificate signed by any Vice President or books above of account Parent: (1) stating that an Indemnified Party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the basis and factual background to such indemnification claim, the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for such anticipated liability, and the nature of the Enterprise (as hereinafter defined)misrepresentation, including financial statements, breach of warranty or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein covenant contained herein to which the Indemnitee such item is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidencerelated. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It (a) A Party seeking indemnification from the other hereunder (the "Indemnitee") shall give to the party from which indemnification is sought (the intent "Indemnitor") written notice (a "Claim Notice") of this Agreement any claim which is subject to secure for the Indemnitee rights indemnity obligations set forth in Section 3.2 with sufficient promptness so as not to prejudice the Indemnitor's interests in respect of such claim and any obligation of indemnity that are as favorable as may be permitted under applicable lawarising therefrom. The Claim Notice shall set forth, to the best of the Indemnitee's knowledge, all facts and other information with respect to the claim, including without limitation the Florida Statues and public policy anticipated amount of Losses or reasonable estimate thereof. The failure to give prompt notice shall not affect the rights of the State Indemnitee to indemnity hereunder, except to the extent that such failure either shall have materially prejudiced the Indemnitor in the defense of Floridasuch claim or shall have materially increased the amount of the obligation of the Indemnitor. (b) The Indemnitor receiving a Claim Notice may object to such Claim Notice by delivering written notice of such objection to the Indemnitee within fifteen (15) days after receipt of the applicable Claim Notice. AccordinglyIf the Indemnitor does not timely object to a Claim Notice in accordance with this Section 3.3, the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claimIndemnitor shall, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge receipt of the facts constituting the basis for such Proceeding or any claimClaim Notice, issue or matter therein; provided, however, that with respect to any Proceeding either (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (Xi) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of pay the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall be made no later than thirty (30) days after receipt by the Company of claim set forth in the Indemnification Claim Notice, unless if a determination monetary amount is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Noticeinvolved, or (Yii) Independent Counsel (as hereinafter defined), agreed to by the Company, in if a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote claim of a quorum consisting third party is involved, have the right to assume the defense of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Noticeclaim. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination Indemnitor shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking conduct and control, through counsel of its own choosing which counsel shall be reasonably satisfactory to overcome this presumption Indemnitee, the defense of any such claim or any action arising therefrom; provided, that in conducting the defense of any such claim or action, Indemnitor shall, and shall have the burden of proof cause its counsel to, consult with Indemnitee and the burden of persuasion its counsel, if any, selected by clear it, and convincing evidence. Neither the failure shall keep such counsel, if any, and Indemnitee fully advised of the Company (including by its directors or Independent Counsel) to have made a determination prior to progress thereof. Indemnitee shall notify in writing Indemnitor promptly after the commencement assertion of any action pursuant claim, which may be the basis for indemnification hereunder and Indemnitor shall promptly arrange for counsel reasonably satisfactory to this Agreement Indemnitee to defend such action. If Indemnitor does not or is unable to provide counsel acceptable to Indemnitee within 15 days after notification of such claim, Indemnitee may within reason select counsel of its own choosing to defend such claim. Moreover, in the event Indemnitee reasonably determines that indemnification is proper under it must retain counsel to respond to a third party proceeding before such 15-day period or in the circumstances because the event Indemnitee has met hired counsel in connection with a third party proceeding before Indemnitee becomes aware of the likely existence of a claim against Indemnitor, Indemnitee may continue to employ such counsel to conduct and control the applicable standard proceeding until substitute counsel chosen by Indemnitor, if any, is reasonably able to assume control of conduct, nor an actual determination by the Company (including by matter. Nothing herein contained shall prevent Indemnitee from retaining its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conductown counsel at its own cost and expense under other circumstances. (d) To the maximum extent permitted by applicable law, the Indemnitee No settlement of any claim for which indemnification is sought hereunder shall be deemed to have acted in good faith if made without the prior written consent of both the Indemnitor and the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidencewithheld or delayed. (e) The termination No claim for indemnification shall be made by an Indemnitee under this Section 3.3, unless and until the aggregate of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee all Losses subject to indemnification or create exceeds $5,000, and then only for Losses in excess of such amount, which amount shall be treated as a presumption that one-time deductible against the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to aggregate of all claims by the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawfulIndemnitee. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It is the intent of this Agreement to secure If a claim for the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, Article IV is not paid in full by the Indemnitee shall notify the Company promptly in writing and in any event corporation within thirty (30) days after a written claim pursuant to Section 4.2 has been received by the Indemnitee has actual knowledge corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the facts constituting claim and, if successful in whole or in part, the basis for claimant shall be entitled to be paid also the expense of prosecuting such Proceeding or any claim, issue or matter therein; provided, however, that with respect . It shall be a defense to any Proceeding such action (or other than an action brought to enforce a claim for expenses incurred in defending any claimproceeding in advance of its final disposition where the required undertaking, issue or matter therein)if any is required, that was initiated prior has been tendered to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (Xcorporation) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall be made no later than thirty (30) days after receipt by the Company of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee claimant has not met the relevant standards standard of conduct that makes it permissible under the General Corporation Law of the State of Delaware for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directorsthe corporation to indemnify the claimant for the amount claimed, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have but the burden of persuasion by clear and convincing evidence that proving such defense shall be on the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidencecorporation. Neither the failure of the Company corporation (including by its directors board of directors, Independent Counsel or Independent Counselstockholders) to have made a determination prior to the commencement of any such action pursuant to this Agreement that indemnification of the claimant is proper under in the circumstances because the Indemnitee he or she has met the applicable standard of conductconduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Company corporation (including by its directors board of directors, Independent Counsel or Independent Counselstockholders) that the Indemnitee claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee claimant has not met the applicable standard of conduct. (d) To . If a determination shall have been made pursuant to this Section 4.3 that the maximum extent permitted by applicable lawclaimant is entitled to indemnification, the Indemnitee corporation shall be deemed bound by such determination in any judicial proceeding commenced pursuant to have acted Section 4.3. The corporation shall be precluded from asserting in good faith if any judicial proceeding commenced pursuant to Section 4.3 that the Indemnitee's action was based on procedures and presumptions of this Article IV are not valid, binding and enforceable and shall stipulate in such proceeding that the records or books of account of corporation is bound by all the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceArticle IV. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It (a) A party seeking indemnification hereunder (the "Indemnitee") shall give to the party from which indemnification is sought (the intent "Indemnitor") written notice (a "Claim Notice") of any claim which is subject to the indemnity obligations set forth in this Agreement Agreement, with sufficient promptness so as not to secure for prejudice the Indemnitee rights Indemnitor's interests in respect of such claim and any obligation of indemnity that are as favorable as may be permitted under applicable lawarising therefrom. The Claim Notice shall set forth, to the best of the Indemnitee's knowledge, all facts and other information with respect to the claim, including without limitation the Florida Statues and public policy anticipated amount of Losses or reasonable estimate thereof. The failure to give prompt notice shall not affect the rights of the State Indemnitee to indemnity hereunder, except to the extent that such failure either shall have materially prejudiced the Indemnitor in the defense of Floridasuch claim or shall have materially increased the amount of the obligation of the Indemnitor. AccordinglyThe Indemnitor receiving a Claim Notice may object to such Claim Notice by delivering written notice of such objection to the Indemnitee within fifteen (15) days after receipt of the applicable Claim Notice. If the Indemnitor does not timely object to a Claim Notice in accordance with paragraph (b) of this Section 9.4, the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claimIndemnitor shall, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge receipt of the facts constituting Claim Notice, either (i) pay the basis for amount of the claim set forth in the Claim Notice, if a monetary amount is involved, in accordance with this Section 9, or (ii) if a claim of a third party is involved, have the right to assume the defense of such Proceeding claim. The Indemnitor shall have the exclusive right to conduct and control, through counsel of its own choosing, the defense of any such claim or any claim, issue or matter thereinaction arising therefrom; provided, howeverthat in conducting the defense of any such claim or action, the Indemnitor shall, and shall cause its counsel to, consult with the Indemnitee and counsel, if any, selected by it, and shall keep such counsel, if any, and the Indemnitee fully advised of the progress thereof. If the Indemnitor fails or refuses to assume the defense and control of the defense of any such claim or action, then the Indemnitee shall conduct and control such defense; provided, that in conducting the defense of any such claim or action, the Indemnitee shall, and shall cause its counsel to, consult with the Indemnitor and counsel, if any, selected by it, and shall keep such counsel, if any, and the Indemnitor fully advised of the progress thereof. So long as the Indemnitor is conducting the defense of any third party claim in accordance with this Section 9.4(a), (i) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim, (ii) the Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to any Proceeding the third party claim without the prior written consent of the Indemnitor (or any claim, issue or matter therein), that was initiated prior such consent not to be withheld unreasonably) and (iii) the Indemnitor will not consent to the Effective Date, entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnitee shall notify (such consent not to be withheld unreasonably and such consent not to be withheld at all if the Company promptly in writing judgment or settlement contains a full release reasonably satisfactory to the Indemnitee.) (b) An Indemnitor may object to a Claim Notice by delivering written notice to the Indemnitee (an "Objection") within the later of fifteen (X) ten (1015) days after the effectiveness receipt of the applicable Claim Notice. If an Objection has been made, the Indemnitor shall not be required to make any payments under this Section 9 until such Objection is resolved under the terms of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. paragraph (b) Any indemnification under this Agreement of Section 9.4. Once an Objection has been made, the Indemnitor and Indemnitee shall be made no later than thirty (30) days after receipt by attempt in good faith to agree upon the Company rights of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not respective parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person claim or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior claims relating to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met Claim Notice. Any such applicable standard of conduct, agreement shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and set forth in a manner he reasonably believed to be in or written memorandum signed by both parties. If the parties cannot opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing come to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.agreement within fifteen

Claims for Indemnification. It (a) After a party who is entitled to indemnification hereunder (the intent "indemnified party") either (a) receives notice of any claim or the commencement of any action by any third party which such indemnified party reasonably believes may give rise to a claim for indemnification from the other party (the "indemnifying party") or (b) sustains any Loss not involving a third-party claim, such indemnified party shall, if a claim is to be made against an indemnifying party under this Agreement Article IX, promptly (and, with respect to secure for the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable lawa third-party action, including without limitation the Florida Statues and public policy within fifteen (15) calendar days after service of the State citation or summons, notify such indemnifying party in writing in reasonable detail of Florida. Accordinglysuch claim, action or Loss, as the parties agree case may be; provided that the following procedures and presumptions failure to so notify the indemnifying party shall apply in not affect the rights to indemnification hereunder except to the extent that the indemnifying party is actually prejudiced by such failure. In the event of any Proceeding claim for indemnification hereunder resulting from or in connection with any claim, issue claim or matter therein with regard to which Indemnity will or could be sought under this under this Agreementlegal proceedings by a third party, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding or any claim, issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior notice to the Effective Dateindemnifying party shall specify, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreementif known, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of the liability (including estimated expenses) arising therefrom. Notwithstanding the foregoing, with respect to the Antitrust Matter, an indemnified party shall have the right to notify the indemnifying party and a "claim" shall be deemed to exist only after the Company or a Company Subsidiary (A) has incurred after Closing at least $100,000 in Antitrust Losses in respect of the Antitrust Matter or (B) has been named a defendant in a civil or criminal action related to such Antitrust Matter or received notification from DOJ or other Governmental Authority that the Company or a Company Subsidiary will be so named or has been advised by DOJ that it is a target of the investigation related to the Antitrust Matter; provided, however, if on the third anniversary of the Closing none of the events described in clause (B) shall have occurred and be pending, then the obligations of the Shareholders to provide indemnification for Antitrust Losses shall expire on the third anniversary of the Closing (except to the extent of indemnifiable Antitrust Losses incurred prior to the third anniversary of the Closing Date that are the subject of a claim properly made prior to the third anniversary). (b) Any The Shareholders hereby appoint Genstar as their representative (the "Shareholder Representative") to take any and all action on their behalf in respect of the indemnification under provisions contained in this Agreement shall be made no later than thirty (30) days after receipt by and the Company Purchaser is authorized to rely on any such action as being the duly authorized action of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) Shareholders. The Shareholders shall indemnify and hold harmless the Board by a majority vote of a quorum consisting of directors who were not parties Shareholder Representative so designated pursuant to the Proceeding described foregoing sentence from and against any Actions brought against the Shareholder Representative in connection with the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification performance of its duties under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It is the intent of this Agreement to secure for the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (ai) Whenever any Proceedings claims shall arise, to obtain arise for indemnification under this Agreement, the Indemnitee Indemnified Party shall notify the Company promptly in writing General Counsel of the Corporation as soon as practicable and in any event within thirty (30) 30 days after the Indemnitee Indemnified Party has actual knowledge of the facts constituting the basis for such Proceeding or any claim, issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice notice shall specify all facts known to the Indemnitee Indemnified Party giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) ), to the extent reasonably estimable by the Indemnified Party, arising therefrom. A delay by the Indemnified Party in providing such notice shall not relieve the Corporation from its obligations under this Agreement unless and only to the extent that the Corporation is materially and adversely affected by the delay. (bii) Any indemnification required under this Agreement shall be made no later than thirty (30) days promptly after receipt by the Company Corporation of the Indemnification Notice, unless written notification specified in Section l(b)(i) and a determination of the amount required to be indemnified. The provisions of this Section 1(b)(ii) shall not override or otherwise limit the right of the Indemnified Party to be indemnified with respect to expenses incurred with respect to a Third Party Claim (as such term is made within such thirty (30defined in Section 1(c)(i)) day period by (X) in accordance with the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described provisions contained in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter definedlast two sentences of Section 1(c)(ii), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (ciii) If and when a determination with respect so requested by an Indemnified Party, the Corporation shall advance, to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum fullest extent permitted by applicable law, any and all expenses incurred by the Indemnitee Indemnified Party in connection with any action or proceeding to the Indemnified Party (an “Expense Advance”), and such advancement shall be deemed to have acted made as soon as reasonably practicable after, but in good faith if any event no later than thirty days, after the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee receipt by the officers Corporation of a written statement or statements requesting such advances from time to time. The Corporation shall continue to make such payments unless and until there has been a determination by a court of competent jurisdiction from which no appeal may be taken establishing that the Enterprise in the course of their duties, or on the advice of legal counsel Indemnified Party is not entitled to be indemnified for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification such expenses under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It is the intent of this Agreement to secure for the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (ai) Whenever any Proceedings claim shall arise, to obtain arise for indemnification under this AgreementSection 12.3, the Indemnitee a Representative shall notify the Company promptly describe such claim in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge a Notice of Claim to NCI and, when known, specify the facts constituting the basis for such Proceeding or any claim, issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right claim and the amount or an estimate of the amount of liability such claim. Each Notice of Claim shall (including estimated expensesA) arising therefrombe signed by a Representative, (B) contain a description of the claim, (C) specify the amount of such claim, and (D) state that, in the opinion of the signer thereof, such Notice of Claim is valid under the terms of Section 12 hereof and is being given by a Representative in good faith. (bii) Any A Representative shall give NCI prompt notice of any claim for indemnification under this Agreement shall be made no later than thirty (30) days after receipt by the Company of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Noticehereunder resulting from, or (Y) Independent Counsel (as hereinafter defined)in connection with, agreed to by the Companyany claim or Third-Party Claim and, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to any Third-Party Claim, NCI shall undertake the Indemnitee's lack of entitlement defense thereof by representatives reasonably satisfactory to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making NCI and such determination Representative. NCI shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter not have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnificationsettle or compromise or enter into any binding agreement to settle or compromise, or consent to entry of any judgment arising from, any such claim or proceeding in its sole discretion without the prior written consent of a Representative. Anyone seeking to overcome this presumption A Representative shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall participate in any event be presumed that the Indemnitee has such defense of a Third-Party Claim with advisory counsel of its own choosing at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid its own expense, delay, distraction, disruption and uncertainty. In the event that NCI, within a reasonable time after notice of any Proceeding Third-Party Claim, fails to defend, a Representative shall have the right to undertake the defense, compromise or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claimThird-Party Claim on behalf of, issue or matter therein with or and for the account of, NCI, at the expense and risk of NCI to the extent of its liability set forth in Section 12. NCI, without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalentRepresentative's written consent, shall not (except settle or compromise any such Third-Party Claim or consent to entry of any judgment that does not include, as otherwise expressly provided an unconditional term thereof, the giving by the claimant or the plaintiff to the Stockholders, or affiliate or affiliates, as the case may be, an unconditional release from all liability in respect of such Third- Party Claim. Notwithstanding any provision herein to the contrary, failure of a Representative to give any notice of any Third-Party Claim required by this Agreement) of itself adversely affect the right Section 12 shall not constitute a waiver of the Indemnitee Stockholders' right to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect defense to any criminal Proceedingclaim by the Stockholders hereunder, that the Indemnitee had reasonable cause to believe that his conduct was unlawfulunless NCI is materially prejudiced thereby. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It If a claim for Damages (a “Claim”) is to be made by a party entitled to indemnification hereunder against the intent of this Agreement to secure for the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordinglyindemnifying party, the parties agree that party claiming such indemnification shall give written notice (a “Claim Notice”) to the following procedures and presumptions shall apply in indemnifying party as soon as practicable after the event party entitled to indemnification becomes aware of any Proceeding fact, condition or any claim, issue or matter therein with regard event which may give rise to Damages for which Indemnity will or could indemnification may be sought under this under this Agreement, Article 19. Such Claim Notice shall specify the Company's Charter or any other obligation whatsoever nature and amount of the Company Claim asserted, if actually known to indemnify the Indemnittee party entitled to indemnification hereunder. If any lawsuit or for which insurance coverage could enforcement action is filed against any party entitled to the benefit or indemnity hereunder, written notice thereof shall be available: given to the indemnifying party as promptly as practicable (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event within thirty (30) with 15 calendar days after the Indemnitee has actual knowledge service of the facts constituting citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the basis extent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall acknowledge in writing to the indemnified party that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action and it is not reasonably foreseeable that the limitations set forth in this Article 19 as to the amount or scope of indemnification will result in the indemnified party being exposed to the risk of any significant unindemnified liability arising from the matters covered by such lawsuit or action, then the indemnifying party shall be entitled, if its so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same unless the named parties to such action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, in which event the indemnifying party shall be entitled, at the indemnifying party’s cost, risk and expense, to separate counsel of its own choosing, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld or delayed. If the indemnifying party fails to assume the defense of such Claim within 15 calendar days after receipt of the Claim Notice, the indemnified party against such Claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party’s cost and expense, the defense, compromise or settlement of such claim on behalf of and for such Proceeding or any claim, issue or matter thereinthe account and risk of the indemnifying party; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall be made no later than thirty (30) days after receipt by the Company of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise Claim shall not be imputed to compromised or settled without the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests written consent of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlementindemnifying party, which consent shall not be unreasonably withheldwithheld or delayed. Anyone seeking In the event the indemnified party assumes the defense of the Claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall be liable for any settlement of any action effected pursuant to overcome and in accordance with this presumption shall have the burden Article 19 and for any final judgment (subject to any right of proof appeal), and the burden indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of persuasion by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, such settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawfuljudgment. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It If a claim for Damages (a "Claim") is to be made by any Party hereto (the intent of this Agreement "Indemnitee"), such Indemnitee shall give written notice (a "Claim Notice") to secure for the other Party (the "Indemnitor") as soon as practicable after the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event becomes aware of any Proceeding fact, condition or any claim, issue or matter therein with regard event which may give rise to Damages for which Indemnity will or could indemnification may be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding or any claim, issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall be made no later than thirty (30) days after receipt by the Company of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or any claimother legal action or otherwise, issue a "Third-Party Claim"), (i) the Indemnitor shall be entitled, if it so elects, at its own cost, risk and expense, (A) to take control of the defense and investigation of such Third-Party Claim and (B) to pursue the defense thereof by appropriate actions or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (proceedings, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnitee to handle and defend the same, and (ii) the Indemnitor shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnitee, such consent not to be unreasonably withheld. In the event the Indemnitor elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 19, the Indemnitee may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim. If the Indemnitor fails to assume the defense of such Third-Party Claim in accordance with this Agreement within fifteen (15) calendar days after receipt of the Claim Notice, the Indemnitee shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's sole cost, risk and expense, the defense, compromise and settlement of such Proceeding or claim, issue or matter therein with or without payment Third-Party Claim on behalf of money or other consideration) it shall be presumed and for the account of the Indemnitor; provided that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee Third-Party Claim shall not be entitled to indemnification under this Agreement with respect to any settlement unless compromised or settled without the Company shall have consented to such settlementwritten consent of the Indemnitor, which consent shall not be unreasonably withheld. Anyone seeking In the event the Indemnitor assumes the defense of the claim, the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnitee assumes the defense of the claim, the Indemnitee shall keep the Indemnitor reasonably informed of the progress of any such defense, compromise or settlement. The Indemnitor shall be liable for any settlement of any Third-Party Claim effected pursuant to overcome and in accordance with this presumption shall have the burden Section 19 and for any final judgment (subject to any right of proof appeal), and the burden Indemnitor agrees to indemnify and hold harmless Indemnitee from and against any and all Damages by reason of persuasion by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, such settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawfuljudgment. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It is the intent of this Agreement In order to secure for the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain seek indemnification under this AgreementSection 7.2, Parent shall deliver an Officer’s Certificate to the Indemnitee shall notify Stockholder Representative and the Company promptly in writing and in Indemnification Escrow Agent at any event within thirty time on or before 11:59 p.m. (30EST) days after on the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding or any claim, issue or matter thereinSurvival Date; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior Parent may seek indemnification for a breach of a representation and warranty of the Company contained in Section 2.2 and Section 2.11 hereof following the expiration of the Indemnification Escrow Period by delivering an Officer’s Certificate to the Effective DateStockholder Representative on or before the expiration of the applicable statute of limitations. Unless the Stockholder Representative shall have delivered an Objection Notice pursuant to Section 7.4(c) hereof, the Indemnitee Indemnification Escrow Agent shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreementpromptly, and in no event later than the thirty-first (Y31st) thirty (30) days day after the Indemnitee has actual knowledge its receipt of the facts constituting the basis for such Proceeding (or any claimOfficer’s Certificate, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known deliver to the Indemnitee giving rise Indemnified Party from the Indemnification Escrow Fund an amount equal to the Loss set forth in such indemnification right and Officer’s Certificate. Any payment from the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement Indemnification Escrow Fund to Indemnified Parties shall be made no later than thirty (30) days after receipt by the Company of the Indemnification Noticein cash, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if been made pro rata amongst the Indemnitee's action was Escrow Participants based on the records or books of account their respective Pro Rata Portions of the Enterprise Indemnification Escrow Amount. For the purposes hereof, “Officer’s Certificate” shall mean a certificate signed by any officer of Parent: (as hereinafter defined)1) stating that an Indemnified Party has paid, including financial statementssustained, incurred, or on information supplied properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the Indemnitee by individual items of Losses included in the officers amount so stated, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for such anticipated liability, and the nature of the Enterprise in the course misrepresentation, breach of their duties, warranty or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein covenant to which the Indemnitee such item is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidencerelated. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It is Promptly after receipt by any indemnified person of a notice of a claim or the intent of this Agreement to secure for the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event beginning of any Proceeding or any claim, issue or matter therein with regard action in respect of which indemnity is to which Indemnity will or could be sought under against an indemnifying person pursuant to this under this AgreementSection 8, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee such indemnified person shall notify the Company promptly indemnifying person in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge of such claim or of the facts constituting commencement of such action, but the basis omission to so notify the indemnifying person will not relieve it from any liability which it may have to any indemnified person under this Section 8 (except to the extent that such omission materially and adversely affects the indemnifying person’s ability to defend such action) or from any liability otherwise than under this Section 8. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified person promptly after receiving the aforesaid notice from such indemnified person, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such Proceeding indemnified person in connection with the defense thereof, provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any claimaffiliate or associate thereof, issue or matter thereinthe indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement no indemnifying person shall be made responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no later than thirty (30) days after receipt by the Company event shall any indemnifying person be liable in respect of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described any amounts paid in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement settlement of any action pursuant to this Agreement that indemnification is proper under unless the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption indemnifying person shall have approved the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement terms of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed settlement; provided that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the burden subject matter of proof and the burden of persuasion by clear and convincing evidencesuch proceeding. (ea) The termination If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified person under subsection 8.1 or 8.2 above in respect of any Proceeding losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying person shall contribute to the amount paid or payable by such indemnified person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Issuer on the one hand and the Purchaser on the other in connection with the statements or omissions or 11 other matters which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, in the case of an untrue statement, whether the untrue statement relates to information supplied by the Issuer on the one hand or the Purchaser(s) on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement. The Issuer and the Purchasers agree that it would not be just and equitable if contribution pursuant to this subsection 8.3(a) were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection 8.3(a). The amount paid or payable by an indemnified person as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection 8.3(a) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection 8.3(a), a Purchaser shall not be required to contribute any amount in excess of the amount by which the net amount received by such Purchaser from the sale of the Purchased Units to which such loss relates exceeds the amount of any claim, issue or matter therein, damages which such Purchaser has otherwise been required to pay by judgment, order, settlement or conviction, or upon a plea reason of nolo contendere or such untrue statement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Each Purchaser’s obligations in this subsection to contribute shall be in proportion to its equivalent, sale of Purchased Units to which such loss relates and shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, joint with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawfulother Purchaser. (hb) The Company will parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 8, and are fully informed regarding said provisions. The parties are advised that federal or state public policy as interpreted by the courts in certain jurisdictions may be entitled contrary to participate in certain of the Proceeding at its own expenseprovisions of this Section 8, and the parties hereto hereby expressly waive and relinquish any right or ability to assert such public policy as a defense to a claim under this Section 8 and further agree not to attempt to assert any such defense.

Claims for Indemnification. It is In order to seek indemnification under Section 7.2 hereof, Parent shall deliver an Officer’s Certificate to the intent of this Agreement to secure for Shareholder Representative and the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation Escrow Agent at any time on or before the Florida Statues and public policy last day of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding or any claim, issue or matter thereinEscrow Period; provided, however, that with respect subject to any Proceeding (or any claim, issue or matter thereinthe provisions of Sections 7.2(c), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X7.4(c) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall be made no later than thirty (30) days after receipt by the Company of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined7.4(d), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel Parent may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement seek and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreementoutside of the Escrow Fund directly from the Principal Shareholders for (i) fraud, or (ii) a breach of the Limited Section 2.2 Representations following the expiration of the Escrow Period by delivering an Officer’s Certificate to the Shareholder Representative on or before the expiration of the applicable statute of limitations. Unless the Shareholder Representative shall have delivered an Objection Notice pursuant to Section 7.4(c) hereof, the Company's articles of incorporationEscrow Agent shall promptly, and in no event later than the bylaws and other obligations thirtieth (30th) day after its receipt of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior Officer’s Certificate, deliver to the commencement of any action pursuant Indemnified Party from the Escrow Fund an amount equal to this Agreement that indemnification is proper under the circumstances because Loss set forth in such Officer’s Certificate. Any payment from the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, Escrow Fund to Indemnified Parties shall be a defense to made in Parent Common Stock, and cash, if applicable, in the action or create a presumption that same proportions as then contained in the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable lawEscrow Fund, the Indemnitee and shall be deemed to have acted in good faith if been made pro rata amongst the Indemnitee's action was Principal Shareholders based on the records aggregate amounts deposited into the Escrow Fund on each such Principal Shareholder’s behalf. For the purposes hereof, “Officer’s Certificate” shall mean a certificate signed by any officer of Parent: (i) stating that an Indemnified Party has paid, sustained, incurred, or books properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (ii) specifying in reasonable detail the individual items of account Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for such anticipated liability, and the nature of the Enterprise (as hereinafter defined)misrepresentation, including financial statements, breach of warranty or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein covenant to which the Indemnitee such item is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidencerelated. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It is the intent of The procedures for indemnification under this Agreement to secure for the Indemnitee rights of indemnity that are will be as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be availablefollows: (a) Whenever The Parent Indemnitee seeking indemnification hereunder (a “Claimant”) will promptly give notice to the Company of any Proceedings shall arisedemand, suit, assertion of liability or claim. If the claim relates to obtain indemnification an action, suit or proceeding filed by another Person against the Claimant (a “Third-Party Claim”), then such notice will be given by the Claimant within twenty (20) Business Days after written notice of such action, suit or proceeding is given to the Claimant and will include true, correct and complete copies of all suit, service and claim documents. The failure or delay of the Claimant to provide any such notice or deliver such copies will not release the Company from any of its obligations under this AgreementArticle IX unless (and then solely to the extent that) the Company is materially prejudiced thereby. (b) With respect to claims solely between a Parent Indemnitee and the Company, the Indemnitee notice by the Claimant shall notify describe the claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Claimant. Following receipt of notice from the Claimant of a claim, the Company promptly in writing and in any event within will have thirty (30) days after the Indemnitee has actual knowledge to make such investigation of the facts constituting claim as the basis for such Proceeding Company reasonably deems necessary or any desirable, and the Claimant agrees to make available to the Company and its authorized Representatives all information relevant and necessary to substantiate the claim, issue except to the extent any attorney-client privilege would thereby be vitiated. If the Claimant and the Company agree at or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Dateexpiration of such thirty (30)-day period to the validity and amount of such claim, the Indemnitee shall notify then the Company will promptly in writing within pay to the later of (X) ten (10) days after Claimant the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge full amount of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known subject to the Indemnitee giving rise to such indemnification right terms and limitations hereof. If the Claimant and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall be made no later than thirty (30) days after receipt by the Company of the Indemnification Notice, unless a determination is made do not reach any lviii such agreement within such thirty (30) day period by (X) 30)-day period, then the Board by a majority vote of a quorum consisting of directors who were not parties Claimant may seek an appropriate remedy at law or in equity, as applicable, subject to the Proceeding described in terms and limitations hereof. If the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed Company fails to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties respond to the Proceeding described in the Indemnification Notice. Claimant within such thirty (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of 30)-day period then the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if agreed to the Indemnitee's action was based on the records or books of account full amount of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidenceclaim. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It is Promptly after receipt by any indemnified person of a notice of a claim or the intent of this Agreement to secure for the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event beginning of any Proceeding or any claim, issue or matter therein with regard action in respect of which indemnity is to which Indemnity will or could be sought under against an indemnifying person pursuant to this under this AgreementSection 8, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee such indemnified person shall notify the Company promptly indemnifying person in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge of such claim or of the facts constituting commencement of such action, but the basis omission to so notify the indemnifying person will not relieve it from any liability which it may have to any indemnified person under this Section 8 (except to the extent that such omission materially and adversely affects the indemnifying person's ability to defend such action) or from any liability otherwise than under this Section 8. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified person promptly after receiving the aforesaid notice from such indemnified person, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such Proceeding indemnified person in connection with the defense thereof, provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any claimaffiliate or associate thereof, issue or matter thereinthe indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement no indemnifying person shall be made responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no later than thirty (30) days after receipt by the Company event shall any indemnifying person be liable in respect of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described any amounts paid in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement settlement of any action pursuant to this Agreement that indemnification is proper under unless the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption indemnifying person shall have approved the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement terms of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed settlement; provided that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the burden subject matter of proof and the burden of persuasion by clear and convincing evidencesuch proceeding. (ea) The termination If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified person under subsection 8.1 or 8.2 above in respect of any Proceeding losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying person shall contribute to the amount paid or payable by such indemnified person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Issuer on the one hand and the Purchaser(s) on the other in connection with the statements or omissions or other matters which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, in the case of an untrue statement, whether the untrue statement relates to information supplied by the Issuer on the one hand or the Purchaser(s) on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement. The Issuer and the Purchasers agree that it would not be just and equitable if contribution pursuant to this subsection 8.3(a) were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection 8.3(a). The amount paid or payable by an indemnified person as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection 8.3(a) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection 8.3(a), a Purchaser shall not be required to contribute any amount in excess of the amount by which the net amount received by such Purchaser from the sale of the Purchased Shares to which such loss relates exceeds the amount of any claim, issue or matter therein, damages which such Purchaser has otherwise been required to pay by judgment, order, settlement or conviction, or upon a plea reason of nolo contendere or such untrue statement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Each Purchaser's obligations in this subsection to contribute shall be in proportion to its equivalent, sale of Purchased Shares to which such loss relates and shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, joint with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawfulother Purchaser. (hb) The Company will parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 8, and are fully informed regarding said provisions. The parties are advised that federal or state public policy as interpreted by the courts in certain jurisdictions may be entitled contrary to participate in certain of the Proceeding at its own expenseprovisions of this Section 8, and the parties hereto hereby expressly waive and relinquish any right or ability to assert such public policy as a defense to a claim under this Section 8 and further agree not to attempt to assert any such defense.

Claims for Indemnification. It is In order to seek indemnification under Section 7.2 hereof, Parent shall deliver an Officer’s Certificate to be received by the intent of this Agreement to secure for Stockholder Representative and the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation Escrow Agent at any time on or before the Florida Statues and public policy last day of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding or any claim, issue or matter thereinEscrow Period; provided, however, that with respect to any Proceeding (Parent may seek indemnification for a breach of a representation and warranty of the Company contained in Section 2.2, Section 2.10, or any claim, issue or matter therein), that was initiated prior Section 2.19 hereof following the expiration of the Escrow Period by delivering an Officer’s Certificate to the Effective DateStockholder Representative on or before the expiration of the applicable statute of limitations. Unless the Stockholder Representative shall have delivered an Objection Notice pursuant to Section 7.4(c) hereof, the Indemnitee Escrow Agent shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreementpromptly, and in no event later than the thirtieth (Y30th) thirty (30) days day after the Indemnitee has actual knowledge its receipt of the facts constituting the basis for such Proceeding (or any claimOfficer’s Certificate, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known deliver to the Indemnitee giving rise Indemnified Party from the Escrow Fund an amount equal to the Loss set forth in such indemnification right and Officer’s Certificate. Any payment from the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement Escrow Fund to Indemnified Parties shall be made no later than thirty in Parent Common Stock (30) days after receipt by the Company valuing each share of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties Parent Common Stock equal to the Proceeding described Signing Price) in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If same proportions and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if been made pro rata amongst the Indemnitee's action was Stockholders based on the records aggregate amounts deposited into the Escrow Fund on each such Stockholder’s behalf. For the purposes hereof, “Officer’s Certificate” shall mean a certificate signed by any officer of Parent: (i) stating that an Indemnified Party has paid, sustained, incurred, or books properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (ii) specifying in reasonable detail the individual items of account Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for such anticipated liability, and the nature of the Enterprise (as hereinafter defined)misrepresentation, including financial statements, breach of warranty or on information supplied covenant to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making which such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which item is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertaintyrelated. In the event that Parent shall deliver an Officer’s Certificate for Losses in excess of the available Escrow Fund (“Excess Losses”), any Proceeding or any claim, issue or matter therein Earnout Consideration that may become payable pursuant to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee Article VIII hereof shall not be entitled paid to indemnification under this Agreement with respect the Exchange Agent to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption extent that the Indemnitee did not act Losses claimed in good faith and such Officer’s Certificate exceed the available Escrow Fund, until such claim contained in a manner which he reasonably believed to such Officer’s Certificate shall be resolved in or not opposed to the best interests of the Company or, accordance with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawfulthis Section 7.4. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It is The Partnership shall indemnify, protect, defend with counsel reasonably satisfactory to the intent of this Agreement to secure for the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable lawTransferors, including without limitation the Florida Statues and public policy of the State of Florida. Accordinglyhold harmless, the parties agree that Transferors, their partners and their affiliates from and against any and all liabilities and obligations assumed by or allocated to the following procedures Partnership, or from which the Transferors are released, as provided in Sections 12.1 through 12.4 (including all losses, costs, expenses, claims, liens, damages and presumptions attorneys' and consultants' fees and costs related to said liabilities and obligations). The Transferor's shall apply in indemnify, protect, defend with counsel reasonably satisfactory to the event of any Proceeding or any claimPartnership, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreementand hold harmless, the Company's Charter Partnership, its partners and affiliates from and against any and all liabilities and obligations retained by or any other obligation whatsoever of allocated to the Company Transferors as provided in Sections 12.1 through 12.4 (including all losses, costs, expenses, claims, liens, damages and attorneys' and consultants' fees and costs related to indemnify the Indemnittee or for which insurance coverage could be available: (a) said liabilities and obligations). Whenever any Proceedings claim shall arise, to obtain arise for indemnification under this AgreementSection 12.5, the Indemnitee party making the claim ("Indemnitee") shall promptly notify the Company promptly in writing and in any event within thirty other party (30"Indemnitor") days after of the Indemnitee has actual knowledge of claim and, when known, the facts constituting the basis for such Proceeding claim. In the event of any claim for indemnification hereunder resulting from or in connection with any claimclaim or legal proceedings by a party who is not a party to this Contribution Agreement, issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior the notice to the Effective DateIndemnitor shall specify, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreementif known, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of the liability (including estimated expenses) arising therefrom. (b) Any indemnification . However, a failure to notify or to give notice as hereinabove set forth to the Indemnitor shall in no case prejudice the rights of Indemnitee under this Contribution Agreement unless the Indemnitor shall be made no later than thirty (30) days after receipt prejudiced by such failure and then only to the Company of extent the Indemnification Notice, unless a determination is made within Indemnitor shall be prejudiced by such thirty (30) day period by (X) the Board failure. Indemnitee shall not settle or compromise any claim by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (third party for which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee it is entitled to indemnification under this Agreement and shall thereafter have hereunder, without the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations prior written consent of the Company to indemnify the Indmnitee pursuant to Indemnitor (which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption ) unless suit shall have the burden of proof been instituted against Indemnitee and the burden of persuasion by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, Indemnitor shall not (except as otherwise expressly provided in this Agreement) have taken control of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawfulsuch suit after notification thereof. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It is the intent of this Agreement to secure for the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's ’s Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding or any claim, issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "“Indemnification Notice"”). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall be made no later than thirty (30) days after receipt by the Company of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's ’s lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's ’s articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's ’s action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's ’s lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's ’s lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' ’ fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's ’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (eg) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It is the intent of this Agreement to secure for the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings An Indemnitee may seek recovery of Indemnifiable Losses pursuant to this Article X by delivering to the Indemnitor or Indemnitors against which such claim is being made a Claim Notice in respect of such claim. For purposes hereof, “Claim Notice” shall arisemean a notice of an Indemnitee: (A) stating that an Indemnitee has paid, incurred, or become subject to, or reasonably anticipates that it will have to pay, incur or become subject to, Indemnifiable Losses and setting forth in reasonable detail the facts and circumstances giving rise to such Indemnifiable Losses, (B) specifying in reasonable detail the nature and amount of Indemnifiable Losses, to obtain indemnification under this Agreementthe extent then known by the Indemnitee, and/or if reasonably estimable, an estimate of anticipated Indemnifiable Losses, and (C) the basis for which the Indemnitee shall notify is seeking indemnification for such Indemnifiable Losses. An Indemnitor may object to a claim for indemnification set forth in a Claim Notice by delivering to the Company promptly in writing and in any event Indemnitee seeking indemnification within thirty (30) days after from the delivery by an Indemnitee has actual knowledge of a Claim Notice (such date, the “Objection Deadline”), a written statement of objection to one or more of the facts constituting claims made in the basis for such Proceeding Claim Notice (an “Objection Notice”), which Objection Notice, in order to be effective, shall set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. If the Indemnitor does not object in writing to all or any claim, issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge portion of the facts constituting claims by the basis for Objection Deadline, such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known failure to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement so object shall be made no later than thirty (30) days after receipt an irrevocable acknowledgment by the Company of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume Indemnitor that the Indemnitee is entitled to the full amount of the Indemnifiable Losses set forth in such Claim Notice to which any such objection is not so made (and such entitlement shall be conclusively and irrefutably established against the Sellers) (any such claim, an “Unobjected Claim”). If the Indemnitor acknowledges in the Objection Notice that there is an indemnification under this Agreement and shall thereafter have obligation but asserts that it is obligated to pay a lesser amount than that set forth in the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this AgreementClaim Notice, the Company's articles of incorporationIndemnitor shall pay or instruct the Escrow Agent to pay, as the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conductcase may be, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect lesser amount promptly to the Indemnitee's lack of entitlement , without prejudice to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member waiver of the Board shall act reasonably and in good faith in making a determination regarding Indemnitee’s claim for the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefromdifference. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It is the intent of this Agreement (i) In order to secure for the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain seek indemnification under this AgreementSection 6.2, Parent shall deliver an Officer’s Certificate to the Indemnitee shall notify Stockholder Representative and the Company promptly in writing and in Escrow Agent at any event within thirty time on or before 11:59 p.m. (30ET) days after on the Indemnitee has actual knowledge of Survival Date or the facts constituting the basis for such Proceeding or any claimTax Escrow Survival Date, issue or matter thereinas applicable; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior Parent may seek indemnification for a breach of a representation and warranty of the Company contained in Section 2.2 and Section 2.11 hereof following the expiration of the General Escrow Period by delivering an Officer’s Certificate to the Effective DateStockholder Representative on or before the expiration of the applicable statute of limitations. Unless the Stockholder Representative shall have delivered an Objection Notice pursuant to Section 6.4(c) hereof, the Indemnitee Escrow Agent shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreementpromptly, and in no event later than the thirty-first (Y31st) thirty (30) days day after the Indemnitee has actual knowledge its receipt of the facts constituting the basis for such Proceeding (or any claimOfficer’s Certificate, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known deliver to the Indemnitee giving rise Indemnified Party from the Escrow Fund an amount equal to the Loss set forth in such indemnification right and Officer’s Certificate. Any payment from the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement Escrow Fund to Indemnified Parties shall be made no later than thirty (30) days after receipt by the Company of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If cash and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if been made pro rata amongst the Indemnitee's action was Escrow Participants based on the records or books of account their respective Pro Rata Portions of the Enterprise Escrow Amount. For the purposes hereof, “Officer’s Certificate” shall mean a certificate signed by any officer of Parent (as hereinafter defined)A) stating that an Indemnified Party has paid, including financial statementssustained, incurred, or on information supplied properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (B) specifying in reasonable detail the Indemnitee by individual items of Losses included in the officers amount so stated, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for such anticipated liability, and the nature of the Enterprise in the course misrepresentation, breach of their duties, warranty or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein covenant to which the Indemnitee such item is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidencerelated. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It is Any Indemnitee making a claim under this Article IX shall give COMARCO and the intent Company or the Buyer, as the case may be (the "Indemnifying Party"), written notice (the "Indemnification Notice") of this Agreement any claim (including the receipt of any demand) or the commencement of any action with respect to secure for which indemnity may be sought by the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law(individually, including without limitation the Florida Statues a "Claim" and public policy of the State of Florida. Accordinglycollectively, the parties agree that the following procedures and presumptions shall apply "Claims") as soon as reasonably practicable but in the no event of any Proceeding or any claim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event within thirty (30) more than 30 days after the Indemnitee has received notice or obtained actual knowledge of such Claim (provided that failure to give such notice shall not limit the facts constituting the basis for such Proceeding or any claim, issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior Indemnifying Party's indemnification obligation hereunder except to the Effective Dateextent that the delay in giving, or failure to give, the notice adversely affects the Indemnifying Party's ability to defend against the Claim). To the extent reasonably practicable, the Indemnification Notice shall state the nature, basis and amount of the indemnification claim and include any relevant supporting documentation. The right of the Indemnitee to indemnification for a Claim shall notify be deemed to be accepted by the Company promptly in writing Indemnifying Party (the "Permitted Indemnification Claim") unless, within the later of (X) ten (10) 30 days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall be made no later than thirty (30) days after Indemnifying Party's receipt by the Company of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel Indemnifying Party shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by notify the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as writing that it objects to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to the Claim (the "Indemnification Objection Notice"). If the Indemnifying Party contests the propriety of any criminal Proceedingsuch claim described in the Indemnification Notice and/or the amount of Damages associated with such claim, that then the Indemnifying Party shall deliver to the Indemnitee had a written notice detailing with reasonable cause specificity all objections the Indemnitee has with respect to believe that his conduct was unlawful. the claims contained in the Indemnification Notice (h) The Company "Indemnification Objection Notice"). If the Indemnifying Party and the Indemnitee are unable to resolve the disputed matters described in the Indemnification Objection Notice within 15 days after the date the Indemnitee received the Indemnification Objection Notice, the disputed matters will be entitled subject to participate the dispute resolution procedures set forth in Section 10.15 hereof. Any undisputed claims contained in the Proceeding at its own expenseIndemnification Notice shall be deemed to be final and binding upon the Indemnifying Party(ies) and shall constitute an Approved Claim and a Permitted Indemnification Claim. If the arbitrator's determination of any disputed claims results in all or any portion of such claim properly being subject to set-off or indemnification pursuant to this Article IX, such claim or portion thereof shall be final and binding upon the Indemnifying Party(ies) and shall constitute an Approved Claim and/or a Permitted Indemnification Claim.

Claims for Indemnification. It is Promptly after receipt by any indemnified person of a notice of a claim or the intent of this Agreement to secure for the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event beginning of any Proceeding or any claim, issue or matter therein with regard action in respect of which indemnity is to which Indemnity will or could be sought under against an indemnifying person pursuant to this under this AgreementSection 8, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee such indemnified person shall notify the Company promptly indemnifying person in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge of such claim or of the facts constituting commencement of such action, but the basis omission to so notify the indemnifying person will not relieve it from any liability which it may have to any indemnified person under this Section 8 (except to the extent that such omission materially and adversely affects the indemnifying person’s ability to defend such action) or from any liability otherwise than under this Section 8. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified person promptly after receiving the aforesaid notice from such indemnified person, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such Proceeding indemnified person in connection with the defense thereof, provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any claimaffiliate or associate thereof, issue or matter thereinthe indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement no indemnifying person shall be made responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no later than thirty (30) days after receipt by the Company event shall any indemnifying person be liable in respect of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described any amounts paid in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement settlement of any action pursuant to this Agreement that indemnification is proper under unless the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption indemnifying person shall have approved the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement terms of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed settlement; provided that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the burden subject matter of proof and the burden of persuasion by clear and convincing evidencesuch proceeding. (ea) The termination If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified person under subsection 8.1 or 8.2 above in respect of any Proceeding losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying person shall contribute to the amount paid or payable by such indemnified person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Issuer on the one hand and the Purchaser(s) on the other in connection with the statements or omissions or other matters which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, in the case of an untrue statement, whether the untrue statement relates to information supplied by the Issuer on the one hand or the Purchaser(s) on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement. The Issuer and the Purchasers agree that it would not be just and equitable if contribution pursuant to this subsection 8.3(a) were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection 8.3(a). The amount paid or payable by an indemnified person as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection 8.3(a) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection 8.3(a), a Purchaser shall not be required to contribute any amount in excess of the amount by which the net amount received by such Purchaser from the sale of the Purchased Securities to which such loss relates exceeds the amount of any claim, issue or matter therein, damages which such Purchaser has otherwise been required to pay by judgment, order, settlement or conviction, or upon a plea reason of nolo contendere or such untrue statement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Each Purchaser’s obligations in this subsection to contribute shall be in proportion to its equivalent, sale of Purchased Securities to which such loss relates and shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, joint with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawfulother Selling Stockholders. (hb) The Company will parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 8, and are fully informed regarding said provisions. The parties are advised that federal or state public policy as interpreted by the courts in certain jurisdictions may be entitled contrary to participate in certain of the Proceeding at its own expenseprovisions of this Section 8, and the parties hereto hereby expressly waive and relinquish any right or ability to assert such public policy as a defense to a claim under this Section 8 and further agree not to attempt to assert any such defense.

Claims for Indemnification. It is the intent of this Agreement to secure for the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding or any claim, issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall be made no later than thirty (30) days after receipt by the Company of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (eg) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.its

Claims for Indemnification. It is the intent of The representations, warranties, -------------------------- covenants and agreements in this Agreement shall survive the Closing subject to secure for the Indemnitee rights of indemnity that are as favorable as may limitations set forth herein and shall not be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, affected by any investigation made by the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding or any claim, issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated hereto prior to the date hereof or the Effective Date, Time. The party seeking indemnification (the Indemnitee "Indemnified Party") shall notify give the Company promptly in writing party from whom indemnification is sought (the "Indemnifying Party") a written notice ("Notice of Claim") within the later of sixty (X) ten (1060) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall be made no later than thirty (30) days after receipt by the Company of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement discovery of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard loss, liability, claim or expense in respect of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining which the right to indemnification under contained in this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment Article 10 may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter thereinclaimed; provided, however, that the Indemnitee failure to give such notice within such sixty (60) day period shall not result in the waiver or loss of any right to bring such claim hereunder after such period unless, and only to the extent that, the other party is actually prejudiced by such failure. In the event a claim is pending or threatened or the Indemnified Party has a reasonable belief as to the validity of the basis for such claim, the Indemnified Party may give written notice (a "Notice of Possible Claim") of such claim to the Indemnifying Party, regardless of whether a loss has arisen from such claim. All "general contingencies" under a "pooling of interests" shall be entitled settled and resolved no later than (i) the date of the first audit of financial statements containing combined operations for those items that would be expected to indemnification be encountered in the audit process, or (ii) one year after the Effective Time for other items. The limitations set forth in this Section 10.3 shall not apply to liability under this Agreement Article 10 for any intentional breach of a representation or warranty in this Agreement. Any Notice of Claim or Notice of Possible Claim shall set forth the representations, warranties, covenants and agreements with respect to any settlement unless which the Company shall have consented claim is made, the specific facts giving rise to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have an alleged basis for the burden of proof claim and the burden amount of persuasion liability asserted or anticipated to be asserted by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right reason of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawfulclaim. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. It is the intent of this Agreement to secure for the Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the State of Florida. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any Proceeding or any claim, issue or matter therein with regard to which Indemnity will or could be sought under this under this Agreement, the Company's Charter or any other obligation whatsoever of the Company to indemnify the Indemnittee or for which insurance coverage could be available: (a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in writing and in any event within thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding or any claim, issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to the Indemnitee giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall be made no later than thirty (30) days after receipt by the Company of the Indemnification Notice, unless a determination is made within such thirty (30) day period by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a majority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (eg) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.