BSJ Shareholders' Agreement (2024)

11. Legends. Each certificate representing shares of Common Stock will be endorsed with the legends substantially as follows: On the face of each certificate: SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS. SEE REVERSE SIDE. On the back of each certificate: THE SHARES REPRESENTED BY THIS CERTIFICATE, AND THE TRANSFER AND PLEDGE OF THOSE SHARES, ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS’ AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, BY AND BETWEEN THE CORPORATION AND EACH OF ITS SHAREHOLDERS. THE CORPORATION WILL FURNISH A COPY OF THE AGREEMENT WITHOUT CHARGE TO THE RECORD HOLDER OF THIS CERTIFICATE ON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. 12. Limitation of Liability; Indemnification. To the fullest extent permitted by the corporation laws of the State of Louisiana, as amended from time to time: (a) Neither the Company, nor any officer, director or agent of the Company nor any affiliate of the Company, will have any liability to the Shareholders in any way arising from or related to any action taken or determination made under this Agreement, except in the case of the bad faith or willful misconduct of the Company, officer, director or agent, as applicable; and (b) the Company will indemnify and hold harmless each officer and director of the Company from and against any liability, claim or expense arising as a result of any action taken or determination made under this Agreement (except in the case of bad faith or willful misconduct of the officer or director) and will advance expenses incurred by officers or directors in connection with any proceeding relating to the action or determination. No repeal or amendment of this Section 12 will limit its effect with respect to any act or omission of a person occurring prior to the repeal or amendment. 13. Representations and Covenants of Shareholders. (a) Each Shareholder represents and warrants to the Company and to the other Shareholders that it is an Eligible Shareholder. Each Shareholder who is an individual further represents and warrants that he exclusively owns, controls and has the power to vote the shares of Common Stock held of record by him. For each Shareholder that is a trust, the undersigned trustee or deemed owner is duly authorized to execute this Agreement on behalf of the trust and owns, controls and has all requisite power and authority to bind the trust under the trust instrument. The trustee or deemed owner further represents that the Shareholder that is a trust exclusively owns the shares of the Common Stock held of record by the trust. Irrespective of the type of shareholder, the undersigned Shareholder agrees to provide to the Company, promptly upon request, at any time or from time to time, evidence sufficient for the Company to document the ownership and eligibility of the Shareholder. (b) It is the intent of the parties to this Agreement to qualify and maintain the qualification of the Company as an S Corporation until the Company’s Subchapter S election is revoked in accordance

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