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THE FIRST AMENDMENT TO LICENSE AGREEMENT <br /> This First Amendment to License Agreement (this "Amendment") is made effective as of the latter signature <br /> date hereof(the "Effective Date") by and between Indian River County, FL("Landlord") and GTP Towers I, <br /> LLC, a Delaware limited liability company ("Tenant") (Landlord and Tenant being collectively referred to <br /> herein as the "Parties"). <br /> RECITALS <br /> WHEREAS, Landlord owns the real property described on Exhibit A attached hereto and by this reference <br /> made a part hereof(the"Parent Parcel");and <br /> WHEREAS, Landlord (or its predecessor-in-interest) and Tenant (or its predecessor-in-interest) entered into <br /> that certain License Agreement dated November 4, 2008 (as the same may have been amended from time to <br /> time, collectively, the "License"), pursuant to which the Tenant licenses a portion of the Parent Parcel and is <br /> the beneficiary of certain easements for access and public utilities and, if applicable,easements for guy wires <br /> and guy anchors, all as more particularly described in the License (such portion of the Parent Parcel so <br /> licensed along with such portion of the Parent Parcel so affected, collectively, the"Licensed Premises"), <br /> which Licensed Premises are also described on Exhibit A;and <br /> WHEREAS, Landlord and Tenant desire to amend the terms of the License to extend the term thereof and to <br /> otherwise modify the License as expressly provided herein. <br /> NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants set forth herein and <br /> other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby <br /> acknowledged,the Parties hereby agree as follows: <br /> 1. One-Time Payment. Tenant shall pay to Landlord a one-time payment in the amount of Ten Thousand <br /> and No/100 Dollars($10,000.00), payable within thirty(30) days of the Effective Date and subject to the <br /> following conditions precedent: (a)Tenant's receipt of this Amendment executed by Landlord, on or <br /> before November 30, 2017; (b)Tenant's confirmation that Landlord's statements as further set forth in <br /> this Amendment are true, accurate, and complete, including verification of Landlord's ownership; (c) <br /> Tenant's receipt of any documents and other items reasonably requested by Tenant in order to <br /> effectuate the transaction and payment contemplated herein; and (d) receipt by Tenant of an original <br /> Memorandum (as defined herein) executed by Landlord. <br /> 2. License Term Extended. Notwithstanding anything to the contrary contained in the License or this <br /> Amendment, the Parties agree the License originally commenced on November 18, 2008 and, without <br /> giving effect to the terms of this Amendment but assuming the exercise by Tenant of all remaining <br /> renewal options contained in the License (each an "Existing Renewal Term" and, collectively,the <br /> "Existing Renewal Terms"),the License is otherwise scheduled to expire on November 17, 2038. In <br /> addition to any Existing Renewal Term(s),the License is hereby amended to provide Tenant with the <br /> option to extend the License for each of three(3) additional five(5)year renewal terms (each a "New <br /> Renewal Term" and,collectively,the "New Renewal Terms"). Notwithstanding anything to the <br /> contrary contained in the License, (a) all Existing Renewal Terms and New Renewal Terms shall <br /> automatically renew unless Tenant notifies Landlord that Tenant elects not to renew the License at least <br /> sixty (60)days prior to the commencement of the next Renewal Term (as defined below) and (b) <br /> Landlord shall be able to terminate this License only in the event of a material default by Tenant,which <br /> default is not cured within sixty (60) days of Tenant's receipt of written notice thereof, provided, <br /> however, in the event that Tenant has diligently commenced to cure a material default within sixty(60) <br /> days of Tenant's actual receipt of notice thereof and reasonably requires additional time beyond the sixty <br /> (60) day cure period described herein to effect such cure,Tenant shall have such additional time as is <br /> necessary (beyond the sixty [60] day cure period)to effect the cure. References in this Amendment to <br /> Site No:370764 <br /> Site Name:Vero Beach Ring, FL <br />