BSJ Shareholders' Agreement (2024)

terms and conditions of this Agreement. No failure to exercise, nor any delay in exercising, any right, power or privilege under this Agreement by any party will operate as a waiver, and no single or partial exercise of any right, power or privilege under this Agreement will preclude any other or further exercise of that right, power or privilege, or the exercise of any other right, power or privilege. A waiver of any party of any right or remedy on any one occasion will not be construed as a bar to any right or remedy that the party would otherwise have on any future occasion or to any right or remedy that any other party may have under this Agreement. (i) Each party to this Agreement acknowledges that the other parties would be irreparably harmed and would not have an adequate remedy at law for money damages in the event that any of the obligations contained in this Agreement were not performed in accordance with its terms or otherwise were materially breached. Therefore, each party agrees that, without the necessity of proving actual damages or posting bond or other security, any other party to this Agreement will be entitled to temporary or permanent injunction or injunctions to prevent breaches of performance and to specific performance of those obligations in addition to any other remedy to which he may be entitled, at law or in equity. (j) In any case where the date fixed for any action or event under this Agreement is a day that is not a Business Day, the action or event will be made on the next succeeding Business Day with the same force and effect as if made on the date originally fixed for the action or event (and without any interest or other payment in respect of any delay). (k) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE PARTIES SUBJECT TO THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA, WITHOUT REGARD TO THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. IN THE EVENT OF A DISPUTE INVOLVING THIS AGREEMENT, THE PARTIES IRREVOCABLY AGREE THAT VENUE FOR THE DISPUTE WILL LIE IN A COURT OF COMPETENT JURISDICTION IN TENSAS PARISH, LOUISIANA. THE PARTIES WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT. (l) This Agreement, including its exhibits, sets forth the entire understanding between the parties, a complete allocation of risks between them and a complete and exclusive statement of the representations, arrangements, undertakings, terms and conditions of their agreement concerning the subject matter of this Agreement. This Agreement supersedes any and all prior agreements, whether oral or written, that may exist among the parties concerning the subject matter of this Agreement.

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