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with, any inquiry or offer for any purchase or sale of any interest in the Tower Assets, or any merger, acquisition, combination, sale or other disposition or similar transaction involving Seller or the Tower Assets (collectively, a "Third -Party Proposal"). Seller shall promptly inform Purchaser of the occurrence of a Third - Party Proposal and the terms thereof. 19. Miscellaneous. a. This Agreement may be executed in multiple counterparts, via facsimile or .PDF sent via email, which collectively shall constitute one and the same instrument and is to be construed pursuant to the laws of the State of Florida This Agreement sets forth the entire contract between the parties, is binding upon and ensures to the benefit of the parties hereto and their respective heirs, successors and assigns, and may be cancelled, modified or amended only by a written agreement of both the Seller and the Purchaser. b. All notices required hereunder shall be deemed to have been duly given if in writing and mailed by registered, certified mail, postage prepaid, return receipt requested or by email, addressed to the Seller or the Purchaser as the case may be, addressed as follows: If to Purchaser: Jesse M. Wellner Chief Executive Officer TowerPoint 1170 Peachtree Street Atlanta, GA 30309 Tel: 678-775-0360 Fax: 866-800-0886 Jesse.Wellner@towerpoint.com If to Seller: Indian River County Attention: County Attorney 180127' Street Vero Beach, FL 32960 C. Jurisdiction; Service of Process. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement and to any collateral document shall be brought in the federal courts of the State of Florida and shall have jurisdiction over the parties with respect to any dispute or controversy between them arising under, in connection with this Agreement or any collateral document. Each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding may be served on any party anywhere in the world. d. Specific Performance and Remedies. In the event the Seller should refuse to perform any of its obligations under this Agreement or any Closing Document, the remedy at law would be inadequate and for breach of such obligation, Purchaser shall, in addition to such other remedies as may be available to it at law or in equity, be entitled to injunctive relief and to enforce its rights by an action for specific performance to the extent permitted by applicable law. Nothing herein contained shall be construed as prohibiting Purchaser from pursuing any other remedies available to it pursuant to the provisions of this Agreement or applicable law, including the recovery of damages. e. Assignment. This Agreement shall not be assignable by either party except that Purchaser may assign this Agreement and/or the right to receive the Tower Assets to any Affiliate, any -10-