No. 2369 approving a counter offer from and a contract of purchase and sale with Key S.B. LLC and other related matters

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• 21. This Agreement shall not be effective or binding until fully executed by the parties hereto. 22. The obligations of Paragraphs 10, 12, and 13, any rules of construction or provisions related to jurisdiction, venue and notice set forth in this Agreement shall survive closing. 23. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 24. Each party shall execute and deliver to the other all such other further instruments and documents as may be reasonably necessary to accomplish the actions contemplated by this Agreement and to provide and secure to the other party the full and complete enjoyment of its rights and privileges hereunder. • 25. This Agreement was negotiated by the parties at arm's length and each of the parties hereto has reviewed the agreement after the opportunity to consult with independent counsel. Neither party shall maintain that the language in the Agreement shall be construed against any signatory hereto. 26. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 27. The undersigned persons executing and delivering this Agreement on behalf of each of the parties respectively represent and certify that they are the duly authorized officers of each and have been fully empowered to execute and deliver this Agreement and that all necessary corporate action has been taken and done. This Agreement may be executed in duplicate or through counterparts. (remainder of page intentionally left blank) 9