Item 6.
Indemnification of Directors and Officers
.
Sections 1-850 through 1-859 of the Louisiana
Business Corporation Act (the “LBCA”) provide in part that the Registrant may indemnify each of its current or former
directors and officers (each an “indemnitee”) against liability (including judgments, settlements, penalties, fines,
or reasonable expenses) incurred by the indemnitee in a proceeding to which the indemnitee is a party if the indemnitee acted in
good faith and reasonably believed either (i) in the case of conduct in an official capacity, that such indemnitee’s conduct
was in the best interests of the Registrant or (ii) in all other cases, that such indemnitee’s conduct was at least not opposed
to the best interests of the Registrant, and, with respect to any criminal proceeding, the indemnitee had no reasonable cause to
believe such indemnitee’s conduct was unlawful. The Registrant may also advance expenses to the indemnitee provided that
the indemnitee delivers (i) a written affirmation of such indemnitee’s good faith belief that the relevant standard of conduct
has been met by such indemnitee or that the proceeding involves conduct for which liability has been eliminated and (ii) a written
undertaking to repay any funds advanced if (a) such indemnitee is not entitled to mandatory indemnification by virtue of being
wholly successful, on the merits or otherwise, in the defense of any such proceeding and (b) it is ultimately determined that such
indemnitee has not met the relevant standard of conduct. The Registrant has the power to obtain and maintain insurance on behalf
of any person who is or was acting for us, regardless of whether the Registrant has the legal authority to indemnify, or advance
expenses to, the insured person with respect to such liability.
As permitted by Louisiana law, Article
XII of the Registrant’s articles of incorporation include a provision that, subject to certain exceptions, eliminates personal
liability of a director or officer to the Registrant and its shareholders for monetary damages resulting from breaches of fiduciary
duty, and further provides that any amendment or repeal of this provision will not affect the elimination of liability accorded
to any director or officer for acts or omissions occurring prior to such amendment or repeal.
Article V of the Registrant’s by-laws
makes mandatory the indemnification of any of the Registrant’s officers, directors, employees or agents against any expenses,
including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him by reason
of his position as the Registrant’s director, officer, employee or agent or serving in such position at the Registrant’s
request of any business, foreign or non-profit corporation, partnership, joint venture or other enterprise, if he acted in good
faith and in a manner that he reasonably believed to be in, or not opposed to, the best interest of the Registrant, and, in the
case of a criminal action or proceeding, with no reasonable cause to believe that his conduct was unlawful. However, in case of
actions by or in the right of the Registrant, the indemnity shall be limited to expenses (including attorneys’ fees) actually
and reasonably incurred in connection with the defense or settlement of such action.
No indemnification is permitted under Article
V of the Registrant’s by-laws in respect of any matter as to which a director, officer, employee or agent shall have been
finally adjudged by a court of competent jurisdiction to be liable for negligence or misconduct in the performance of his or her
duty to the Registrant, receiving a financial benefit to which he or she was not entitled, or for certain other breaches of the
duty of loyalty, unless, and only to the extent that the court shall determine upon application that, in view of all the circumstances
of the case, he is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
Article V of the Registrant’s by-laws
also provides that to the extent that a director, officer, employee or agent of the Registrant has been successful on the merits
or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
Any indemnification under Article V of
the Registrant’s by-laws, unless ordered by the court, shall be made by the Registrant only as authorized in a specific case
upon a determination that the applicable standard of conduct has been met, and such determination shall be made:
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By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or
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If such a quorum is not obtainable and the board of directors so directs, by independent legal counsel, or
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Article V of the Registrant’s by-laws
also provides that the expenses incurred in defending such action shall be paid by the Registrant in advance of the final disposition
of such action, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he is entitled to be indemnified by the Registrant as authorized under Article V.
However, the Registrant’s board of directors may determine, by special resolution, not to have the Registrant pay in advance
the expenses incurred by any person in the defense of any such action.
Article V further provides that indemnification
granted thereunder shall not be deemed exclusive of any other rights to which a director, officer, employee or agent is or may
become entitled, both as to action in his official capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his
heirs and legal representatives.
Article V also permits the Registrant to
procure insurance on behalf of any person who is or was the Registrant’s director, officer, employee or agent, or is or was
serving at the Registrant’s request as a director, officer, employee or agent of another business, foreign or non-profit
corporation, partnership, joint venture or other enterprise, against any liability asserted against or incurred by him in any such
capacity, or arising out of his status as such, whether or not the Registrant would have the power to indemnify him against such
liability under the LBCA. The Registrant maintains a directors’ and officers’ liability insurance policy.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the SEC, such indemnification is
against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 9.
Undertakings
.
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(a)
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The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
provided, however
, that the undertakings set forth in
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the Registration Statement is on Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of
determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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