Exhibit 10.5

INDEMNIFICATION
AGREEMENT


THIS INDEMNIFICATION
AGREEMENT (“Agreement”) is made as of __________, 2013, by and between ALICO, INC., a Florida corporation (the
“Company”), and __________ (“Indemnitee”).


RECITALS


WHEREAS, highly
competent persons have become more reluctant to serve publicly-held corporations as officers or directors or in other capacities
unless they are provided with adequate protection through insurance and/or adequate indemnification against inordinate risks of
claims and actions against them arising out of their service to and activities on behalf of the corporation;


WHEREAS, although
Indemnitee may be entitled to indemnification pursuant to the Company’s Articles of Incorporation and Bylaws and the Florida
Business Corporation Act (“FBCA”), the FBCA expressly provides that the indemnification provisions set forth therein
are not exclusive, and thereby contemplates that contracts may be entered into between the Company and members of the board of
directors, officers and other persons with respect to indemnification;


WHEREAS, the Company
has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the
Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty of such
protection in the future;


WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such
persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue
concern that they will not be so indemnified;


WHEREAS, this Agreement
is a supplement to and in furtherance of the Articles of Incorporation and the Bylaws of the Company and any resolutions adopted
pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


WHEREAS, Indemnitee
believes that this Agreement is desirable to augment the protection available under the Company’s Articles of Incorporation,
the Company’s Bylaws and insurance, and may not be willing to serve as a director or officer without the additional protection
provided for under this Agreement, and the Company desires Indemnitee to serve in such capacity and Indemnitee is willing to serve
and continue to serve on the condition that he be so indemnified;


NOW, THEREFORE,
in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:




    	 



    	 



    


1.                 
 Services to the Company. Indemnitee will serve or continue to serve, at the will of the Company in accordance with
the Company’s Bylaws, as a director or officer of the Company for so long as Indemnitee is duly elected or appointed or until
Indemnitee tenders his or her resignation.


2.                 
Definitions. As used in this Agreement:


(a)               
A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of
any of the following events:


(i)                
Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined
below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting
power of the Company’s then outstanding securities;


(ii)              
Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the
execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of the Company
(the “Board”), and any new director (other than a director designated by a person who has entered into an agreement
with the Company to effect a transaction described in Sections 2(a)(i), 2(a)(iii) or 2(a)(iv)) whose election by the Board or nomination
for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still
in office who either were directors at the beginning of the period or whose election or nomination for election was previously
so approved, cease for any reason to constitute a least a majority of the members of the Board;


(iii)            
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other
than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately
after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing
body of such surviving entity;


(iv)            
Liquidation. The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement
for the sale or disposition by the Company of all or substantially all of the Company’s assets; and


(v)              
Other Events. There occurs any other event of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the
Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.




    	2



    	 



    

For purposes of this
Section 2(a), the following terms shall have the following meanings:


(A)            
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


(B)             
“Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided,
however, that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially
the same proportions as their ownership of stock of the Company.


(C)             
“Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided,
however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the shareholders
of the Company approving a merger of the Company with another entity.


(b)              
“Corporate Status” describes the status of a person who is or was a director, officer, employee or agent of
the Company or of any other corporation, limited liability company, partnership or joint venture, trust, employee benefit plan
or other enterprise which such person is or was serving at the request of the Company.


(c)               
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee.


(d)              
“Enterprise” shall mean the Company and any other corporation, limited liability company, partnership, joint
venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as
a director, officer, employee, agent or fiduciary.


(e)               
“Expenses” shall include all reasonable attorneys’ fees and expenses, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in,
a Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including
without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond
or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or
fines against Indemnitee.


(f)               
Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall
include any excise tax assessed with respect to any employee




    	3



    	 



    

benefit plan; references to “serving
at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes
duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants
or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to have acted in manner “not opposed to the best
interests of the Company” as referred to in this Agreement.


(g)              
The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature,
in which Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director
of the Company, by reason of any action taken by him or of any action on his part while acting as director of the Company, or by
reason of the fact that he is or was serving at the request of the Company as a director, officer, employee or agent of another
corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving
in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of Expenses
can be provided under this Agreement; provided that the term Proceeding shall not include any such actions initiated by Indemnitee
to enforce his rights under this Agreement; and provided further that, the term Proceeding shall not include any threatened, pending
or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing
or any other actual, threatened or completed proceeding by Indemnitee against the Company, including, but not limited to, proceedings
initiated by Indemnitee or involving a counterclaim by Indemnitee.


(h)              
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any
matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of
other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person
who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to
pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any
and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


3.                 
Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions
of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding
by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee




    	4



    	 



    

shall be indemnified to the fullest
extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably
incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in
the case of a criminal proceeding, had no reasonable cause to believe that his conduct was unlawful.


4.                 
Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance
with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding
by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified
to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by him or on his behalf
in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made
under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court
to be liable to the Company unless, and only to the extent that, the court in which the Proceeding was brought shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnification.


5.                 
Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions
of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant
in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole
or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him in connection therewith.
If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually
and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes
of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or
without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


6.                 
Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest
extent permitted by applicable law and to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding
to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on
his behalf in connection therewith.


7.                 
Additional Indemnification.


(a)               
Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted
by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or
in the right of the Company to procure a judgment in its favor) against all Expenses,




    	5



    	 



    

judgments, fines and amounts paid
in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding.


(b)              
For purposes of Sections 7(a) and 9, the meaning of the phrase “to the fullest extent permitted by applicable law”
shall include, but not be limited to:


(i)                
to the fullest extent permitted by the provision of the FBCA that authorizes or contemplates additional indemnification
by agreement, or the corresponding provision of any amendment to or replacement of the FBCA, and


(ii)              
to the fullest extent authorized or permitted by any amendments to or replacements of the FBCA adopted after the date of
this Agreement that increase the extent to which a corporation may indemnify its officers and directors.


8.                 
Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement
to make any indemnity in connection with any claim made against Indemnitee:


(a)               
for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or under another valid
and enforceable indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other
indemnity provision and except for any payments which are required to be disgorged by Indemnitee; or


(b)              
for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the
Company within the meaning of Section 16(b) of the Exchange Act, or similar provisions of other federal or state statutory law
or common law or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based
compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case
under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to
Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits
arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or


(c)               
in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or
any part of any Proceeding) initiated by Indemnitee against the Company’s directors, officers, employees or other indemnitees,
unless (i) such indemnification is expressly required to be made by applicable law, (ii) the Board of the Company authorized the
Proceeding (or any part of any Proceeding) prior to its initiation or (iii) the Company provides the indemnification, in its sole
discretion, pursuant to the powers vested in the Company to the fullest extent permitted by applicable law.


9.                 
Advances of Expenses. Notwithstanding any provision of this Agreement to the contrary, to the fullest extent permitted
by applicable law, the Company shall advance the




    	6



    	 



    

expenses incurred by Indemnitee in connection
with any Proceeding within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances
from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free.
Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s
ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable
Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding
statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances solely upon the execution
and delivery to the Company of an undertaking providing that the Indemnitee undertakes to repay the advance to the extent that
it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 9 shall not apply to
any claim made by Indemnitee for which indemnity is excluded pursuant to Section 8.


10.             
Procedure for Notification and Defense of Claim.


(a)               
Within thirty (30) days after service of process of Indemnitee relating to notice of the commencement of any Proceeding,
Indemnitee shall submit to the Company a written request for indemnification, including therein or therewith such documentation
and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee
is entitled to indemnification. The omission to notify the Company within such thirty (30) day period will not relieve the
Company from any liability which it may have to Indemnitee under this Agreement except to the extent the failure of Indemnitee
to provide such notice within thirty (30) days after receipt by Indemnitee of notice of the commencement of any Proceeding adversely
affects the Company’s rights, legal position, ability to defend or ability to obtain insurance coverage with respect to such
Proceeding. The omission to notify the Company will not relieve the Company from any liability which it may have to Indemnitee
otherwise than under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification,
advise the Board in writing that Indemnitee has requested indemnification.


(b)              
If the Company shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the Company shall be entitled
to assume and control the defense of such Proceeding (with counsel consented to by the Indemnitee, which consent shall not be unreasonably
withheld), upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, consent
to such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee
under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided
that if (i) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee
or counsel selected by the Company shall have concluded that there may be a conflict of interest between the Company and the Indemnitee
or among Indemnitees jointly represented in the conduct of any such defense or (iii) the Company shall not, in fact, have employed
counsel, to which Indemnitee has consented as aforesaid, to assume the defense of such Proceeding, then the reasonable fees and
expenses of Indemnitee’s counsel shall be at the expense of the Company.




    	7



    	 



    

Notwithstanding the foregoing,
the Indemnitee shall have the right to employ counsel in any such Proceeding at the Indemnitee’s expense.


(c)               
The Company will be entitled to participate in the Proceeding at its own expense. The Company will not, without prior written
consent of the Indemnitee, effect any settlement of a claim against the Indemnitee in any threatened or pending Proceeding unless
such settlement solely involves the payment of money and includes an unconditional release of the Indemnitee from all liability
on any claims that are or were threatened to be made against the Indemnitee in the Proceeding.


11.             
Procedure Upon Application for Indemnification. 


(a)               
Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 10(a), a determination,
if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in accordance with this Section
11(a). Upon written request by Indemnitee for indemnification pursuant
to the first sentence of Section 10(a), if a determination is not required by applicable law, the Company shall provide the requested
determination in accordance with the terms and conditions of this Agreement. If (i) a Change of
Control shall have occurred,
or (ii) Indemnitee shall have delivered to the Company a written election to rely on the determination of Independent Counsel,
then such determination shall be made by Independent Counsel in a written opinion of the Board and a copy of such written opinion
shall be delivered to Indemnitee; provided, however, that, if one or more Persons
other than Indemnitee may also be entitled to indemnification from the Company under any other indemnification or similar agreement
or other instrument in connection with the Proceeding with respect to which Indemnitee shall have requested indemnification pursuant
to Section 10(a), such other Person or at least fifty percent (50%) of such other Persons, as applicable, shall also have elected
to rely on the determination of Independent Counsel in accordance with the indemnification or similar agreement or other instrument
applicable to each such other Person’s indemnification claim or shall otherwise have agreed in writing to be bound by any
such determination. In any other case, such determination shall be made (i) by a majority vote of the Disinterested Directors,
even though less than a quorum of the Board, (ii) by a committee of Disinterested Directors designated by a majority vote of the
Disinterested Directors, even though less than a quorum of the Board, (iii) if there are no such Disinterested Directors or, if
such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered
to Indemnitee or (iv) if so directed by the Board, by the shareholders of the Company. If, in accordance with the foregoing provisions
of this Section 11(a), it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made
within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination
with respect to Indemnitee’s 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 Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees
and expenses and disbursements) incurred by Indemnitee in so cooperating with the person, persons or




    	8



    	 



    

entity
making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement
to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. As
provided in Section 13(a) and 13(b), nothing in this Agreement, including any findings of Independent Counsel made pursuant to
this Section 11, shall be deemed to limit or otherwise adversely impact the right of Indemnitee to commence any judicial proceeding
or arbitration pursuant to Section 13. Further, any determination made pursuant to this Section 11 shall not bind Indemnitee or
prejudice Indemnitee’s rights to indemnification as finally determined by a judicial proceeding or arbitration.


(b)              
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section
11(a) hereof, the Independent Counsel shall be selected as provided in this Section 11(b). If a Change in Control shall not have
occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising
him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel
shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding
sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel
so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection
shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided,
however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the
requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth
with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act
as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve
as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit.
If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof, no
Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent
jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection
of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person
as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall
act as Independent Counsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant
to Section 13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such
capacity (subject to the applicable standards of professional conduct then prevailing).


12.             
Presumptions and Effect of Certain Proceedings.


(a)               
In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making
such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has




    	9



    	 



    

submitted a request for indemnification
in accordance with Section 10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption
in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure
of the Company (including by its Board or Independent Counsel) to have made a determination prior to the commencement of any action
pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Company (including by its Board or Independent Counsel) that Indemnitee has not
met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the
applicable standard of conduct.


(b)              
If the person, persons or entity empowered or selected under Section 11 of this Agreement to determine whether Indemnitee
is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall
be entitled to such indemnification, absent a prohibition of such indemnification under applicable law; provided, however,
that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person,
persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional
time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing
provisions of this Section 12(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the
shareholders pursuant to Section 11(a) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the
request for such determination the Board has resolved to submit such determination to the shareholders for their consideration
at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat,
or (B) a special meeting of shareholders is called within fifteen (15) days after such receipt for the purpose of making such determination,
such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat,
or (ii) if the determination of entitlement to indemnification is made by Independent Counsel pursuant to Section 11(a) of this
Agreement.


(c)               
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 Indemnitee to indemnification or create a presumption that 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 Indemnitee had reasonable cause to believe that his conduct was unlawful.


(d)              
Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted
in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements,
or on




    	10



    	 



    

information supplied to 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 the reasonable care by the Enterprise. The provisions of this Section 12(d) shall not be deemed to be exclusive or
to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct
set forth in this Agreement.


(e)               
Actions of Others. The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of
the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


13.             
Remedies of Indemnitee.


(a)               
In the event that (i) a determination is made pursuant to Section 11 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(a) of this Agreement within
45 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to
Section 5 or 6 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written
request therefor, or (v) payment of indemnification pursuant to Section 3, 4 or 7 of this Agreement is not made within ten (10)
days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication
by a court of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may
seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American
Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180
days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 13(a) The
Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


(b)              
In the event that a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is not
entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 13 shall be conducted in
all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of
that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 13 the Company shall have
the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.


(c)               
If a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13,
absent a prohibition of such indemnification under applicable law.




    	11



    	 



    

(d)              
 The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section
13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such
court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. The Company shall indemnify
Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company
of a written request therefor) advance, to the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002 or other
applicable law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee
for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’
liability insurance policies maintained by the Company.


14.             
Non-exclusivity; Survival of Rights; D&O Insurance; Subrogation.


(a)               
The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive
of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s Articles of Incorporation,
the Company’s Bylaws, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration
or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in
respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.
To the extent that a change in Florida law, whether by statute or judicial decision, permits greater indemnification or advancement
of Expenses than would be afforded currently under the Company’s Bylaws and this Agreement, it is the intent of the parties
hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
right or remedy.


(b)              
The Company shall maintain directors and officers’ liability insurance policy or policies at existing coverage levels
for as long as Indemnitee continues to serve as a director or officer of the Company and for a period of six (6) years thereafter.
Indemnitee shall be an insured under such policy or policies in accordance with its or their terms to the maximum extent of the
coverage available for any such director, officer, employee or agent under such policy or policies. The Company shall give prompt
notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies.
The Company and Indemnitee shall mutually cooperate and take all reasonable actions to cause such insurers to pay on behalf of
the insureds, all amounts payable as a result of such proceeding in accordance with the terms of all applicable policies.


(c)               
In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of
the rights of recovery of Indemnitee,




    	12



    	 



    

who shall execute all papers required
and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company
to bring suit to enforce such rights.


(d)              
The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which
advancement is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment
under any insurance policy, the Articles of Incorporation, the Bylaws, contract, agreement or otherwise.


(e)               
The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request
of the Company as a director, officer, employee or agent of any other corporation, limited liability company, partnership, joint
venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification
or advancement of expenses from such other corporation, limited liability company, partnership, joint venture, trust, employee
benefit plan or other enterprise.


15.             
Duration of Agreement, Successors and Assigns. This Agreement shall continue until and terminate upon the
later of: (a) twenty years after Indemnitee has ceased to occupy any positions or have any relationships described in Section 1
of this Agreement; and (b) the final termination of all actions, suits, proceedings or investigations pending
or threatened during such twenty year period to which Indemnitee may be subject by reason of the fact that Indemnitee is or was
an officer or director of the Company or is or was serving at the request of the Company as a director, officer, employee agent
or fiduciary of any other entity, including, but not limited to, another corporation, partnership, joint venture or trust, or by
reason of anything done or not done by Indemnitee in any such capacity. This Agreement shall be binding upon the Company and its
successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all, substantially all,
or a substantial part of the business and/or assets of the Company) and assigns and shall inure to the benefit of and be enforceable
by Indemnitee and his personal and legal representatives, heirs, executors, administrators, distributees, legatees and other successors.
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise)
to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance satisfactory
to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect
regardless of whether Indemnitee continues to serve as an officer and/or director of the Company or of any other entity or other
Enterprise at the Company’s request.


16.             
Severability. If any provision or provisions of this Agreement or any application of any provision hereof shall be
held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected
or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall




    	13



    	 



    

be deemed reformed to the extent necessary
to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.


17.             
Enforcement.


(a)               
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on
it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as a director or officer of the Company.


(b)              
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject
matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Articles of Incorporation
of the Company, the Bylaws of the Company and applicable law, and shall not be deemed a substitute therefor, nor to diminish or
abrogate any rights of Indemnitee thereunder.


18.             
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed
in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


19.             
Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject
to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve
the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.


20.             
Notices. Any notices or other communications required or permitted under, or otherwise in connection with
this Agreement, shall be in writing and shall be deemed to have been duly given when delivered in person or upon confirmation of
receipt when transmitted by facsimile transmission (but only if followed by transmittal by national overnight courier or hand for
delivery on the next business day) or on receipt after dispatch by registered or certified mail, postage prepaid, addressed, or
on the next business day if transmitted by national overnight courier, in each case as follows: (i) if to the Company, directed
to the Chief Executive Officer at its principal place of business; and (ii) if to the Indemnitee, to such address as set forth
below his name on the signature page to this Agreement; or such other persons or addresses as shall be furnished in writing by
the Indemnitee to the Company.




    	14



    	 



    

21.             
 Contribution. To the fullest extent permissible by applicable law, if the indemnification provided for in this Agreement
is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying
Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts
paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this
Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order
to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving
cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and
Indemnitee in connection with such event(s) and/or transaction(s).


22.             
Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed
by, and construed and enforced in accordance with, the laws of the State of Florida, without regard to its conflict of laws rules.
Except with respect to any arbitration commenced by Indemnitee pursuant to Section 13 of this Agreement, the Company and Indemnitee
hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of
or in connection with this Agreement shall be brought only in the appropriate court of the State of Florida (the “Florida
Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii)
consent to submit to the exclusive jurisdiction of the Florida Court for purposes of any action or proceeding arising out of or
in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Florida
Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Florida Court
has been brought in an improper or inconvenient forum.


23.             
Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes
be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such
counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


24.             
Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall
not be deemed to constitute part of this Agreement or to affect the construction thereof.


 


[remainder of page intentionally left
blank; signatures appear on following page]




    	15



    	 



    

IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be signed as of the day and year first above written.





	ALICO, INC.	INDEMNITEE
	 	 
	 	 
	By __________________________________	 
	Name: JD Alexander	 
	Office: President & CEO	 
	 	Address: