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A TRUE COPY CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK FIBER LICENSE AGREEMENT BETWEEN THE CITY OF VERO BEACH AND FLORIDA POWER & LIGHT COMPANY THIS FIBER LICENSE AGREEMENT (this "License Agreement") is made this 17 day of December, 2018 by and between the City of Vero Beach, Florida, a municipal corporation organized under the laws of the State of Florida (the "City"), the School Board of Indian River County, Florida, with an address of 6500 57th St., Vero Beach, FL 32967 (the "School Board"), and Indian River County, a political subdivision of the State of Florida with an address of 1801 27th street, Building A, Vero Beach, FL 32960 (the "County" and together with the School Board and City, the "LICENSOR"), with an address of 1053 20th Place, Vero Beach, Florida and Florida Power & Light Company, a Florida corporation (hereinafter "Licensee"), with a principal office at 700 Universe Boulevard, Juno Beach, Florida 33408. LICENSOR AND LICENSEE may individually be referred to herein as a "Party", and together as the "Parties". WITNESSETH WHEREAS, the Parties have entered into an Asset Purchase and Sale Agreement dated as of October 24, 2017(the "APA") in connection with Licensee's acquisition of substantially all of the assets of LICENSOR's electric system; and WHEREAS, the APA requires that the Parties enter into and deliver this Agreement at the Closing, as defined in the APA; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I ADOPTION AND INCORPORATION OF RECITALS The above recitals are true and correct and by this reference are incorporated herein and made a part of this License Agreement. ARTICLE II DEFINITIONS Each defined term shall have the meaning set forth in this Article II, except that all terms used herein and not defined herein shall have the meanings assigned to them in the APA. When used herein with initial or complete capitalization whether in the singular or in the plural, the following terms shall have the following meanings: "Consortium" means the School Board of Indian River County, Indian River County, and LICENSOR, all of which are parties to the Interlocal Agreement. "Fiber Acceptance Date" means the date that LICENSEE accepts or conditionally accepts the Licensor Fiber Optic Strands as set forth Article VII herein. 116402757.1