NCG190078_Name-Owner Change Supporting Info (Signatures)_20220404

singular and all references to the singular shall include the plural. All references to "dollars" or
I" refer to United States dollars.
10.7 Headings; References. The headings contained in this Agreement are for
convenience of reference only and do not affect the interpretation or construction hereof. When a
reference is made in this Agreement to a Section or an Article, such reference is to a Section or
Article of this Agreement unless otherwise indicated.
10.8 Amendment; Waiver. This Agreement (and the Schedules, Exhibits and
Appendix hereto) may be amended or modified only in a writing referencing this Agreement and
duly executed by the Parties. The provisions of this Agreement may be waived only in a writing
referencing this Agreement signed by the Party from whom the waiver is sought, and a Party may
enforce any provision of this Agreement even if it has granted a waiver prior to the Closing Date
or failed to enforce that or any other provision of this Agreement.
10.9 Governing Law. This Agreement is to be governed by, and construed and enforced
in accordance with, the laws of the Commonwealth of Virginia, without giving effect to any choice
or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other
jurisdiction) that would cause the application of the laws of any other jurisdiction.
10.10 Submission to Jurisdiction; Waiver of Jury Trial.
(a) The Parties agree that (i) if Buyer breaches the terms of this Agreement,
then Buyer shall submit to the exclusive jurisdiction of any state or federal court sitting in the
Commonwealth of Virginia and (ii) if Seller breaches the terms of this Agreement, then Seller
shall submit to the exclusive jurisdiction of any state or federal court sitting in the Commonwealth
of Virginia, in each case, in any Action arising out of or relating to this Agreement or any Ancillary
Agreement and agrees that all claims in respect of such Action may be heard and determined in
any such court, and any applicable appellate court in the event of an appeal. Each Party waives
any defense of inconvenient forum to the maintenance of any Action so brought. Any Party may
make service on the other Party by sending or delivering a copy of the process to the Party to be
served at the address and in the manner provided for the giving of notices in Section 10.4.
(b) TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY
IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OF THE ANCILLARY AGREEMENTS, THE
TRANSACTION OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT
OR ANY OF THE ANCILLARY AGREEMENTS.
10.11 Dispute Resolution. If the Parties have a dispute regarding the transactions
contemplated by this Agreement, all disputes shall be resolved using the following procedures,
provided, however, that any indemnification disputes must first following the procedures set forth
in Article IX:
(a) Executive Negotiation. The Parties shall first attempt to informally resolve
any disputes arising under or relating to this Agreement. All disputes shall be submitted in writing
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to the other Party's designated recipient (the "Dispute Notice"). Within 10 days following delivery
of the Dispute Notice, an executive of each party having authority to settle such disputes shall meet
together in person (or if agreed by both parties, via telephone) to discuss and attempt to resolve
the dispute prior to taking further action. In the event the parties cannot resolve such disputes
through informal discussions or meetings, the parties agree to the following dispute resolution
procedures.
(b) Mediation. If the parties do not succeeded in informally resolving any
disputes arising under or relating to this Agreement, the parties shall jointly select a mediator who
shall assist the parties in resolving any disputes during a mediation session. If the parties cannot
agree on a mediator, each parry shall select a mediator and the mediators shall jointly select a
mediator to assist the parties in resolving any disputes via mediation. Unless otherwise agreed to
by the parties, for any dispute brought by either party, the mediation session shall be held in
Mathews County, Virginia. The mediation shall be attended by one or more representatives of
each party each of whom shall have full authority to resolve the dispute. The parties shall equally
share in the costs of the mediator's fees and any facility costs.
(c) Litigation. If the parties have not succeeded in resolving any disputes
arising under or relating to this Agreement during mediation, such disputes shall be resolved via
litigation subject to Section 10.9 and Section 10.10 above.
10.12 Severability. Any term or provision of this Agreement that is invalid or
unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and
provisions of this Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so
broad as to be unenforceable, the provision is to be interpreted to be only so broad as is enforceable.
10.13 Enforcement of Agreement.
(a) Subject to the limitations set forth in Section 10.13(b) and Section 10.13(c),
each of the Parties acknowledges that the rights of each Party to consummate the transactions
contemplated hereunder are unique and recognize and affirm that in the event of a breach of this
Agreement by any Party, the other Party would encounter extreme difficulty in attempting to prove
the actual amount of damages suffered by it as a result of such breach, money damages would be
inadequate and the non -breaching party would have no adequate remedy at Law. Accordingly, the
Parties agree that if such non -breaching party is a Seller, such Seller shall have the right to enforce
its rights and the other Party's obligations hereunder by an action or actions for specific
performance, temporary, preliminary and permanent injunctive and/or other equitable relief
(without posting of bond or other security) from any Governmental Authority of competent
jurisdiction to enforce any of their rights under this Agreement or otherwise to prevent violation
of this Agreement, without the necessity of proving the amount of any actual damage resulting
therefrom.
(b) No past, present or future director, manager, officer, employee, Affiliate,
incorporator, agent, attorney or other Representative of the Business, will have any Liability or
obligation with respect to this Agreement or with respect to any claim or cause of action that may
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arise out of or relate to this Agreement, or the negotiation, execution or performance of this
Agreement.
10.14 Counterparts. This Agreement may be executed in any number of counterparts,
each of which will be deemed an original and all of which together will constitute one and the
same instrument. A signature to this Agreement delivered by facsimile, pdf or other electronic
means will be sufficient for all purposes between the Parties.
(Signatures are on the following page.)
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ZIMMERMAN MARINE
INCORPORATED
By
ZiIIII -rman. President
. . . . . . . . . . . .
SELLER
-14
DEATON YA $FLWKYlqESNC.
By�
[John P. Deaton. President]
1E
i
jg�

INVITNES'S WEEREOF, tbe:uftdoxgigned'have:cau4edilig, A
-greeinernttc ' e executed by
-of' ate in 'its. duly authorized VO 0 -the-d cers or reprosent?6wtlforth lha.prearnb16 hereto.
frUITIM, Rol
ZIMMERM.ANMARM
INCORPORATED
Lo
Steve Zunmerman, President]
OSIELLER'!
I` I ` .4 -' ' -1 ; --
[JoW P. Deat-n, President]