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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />PYAN L. BUTLER, CLERK
<br />BILL OF SALE
<br />THIS BILL OF SALE is made and executed as of September 1, 2025 ("Effective Date"), by the
<br />Indian River County a Florida municipal governmental entity, whose address is 1800 27th Street, Vero
<br />Beach, FL 32960 ("Transferor"), and is delivered to and in favor of Wireless EDGE Towers III, LLC, a
<br />Delaware limited liability company, whose address is 38 West Market Street, Rhinebeck, NY 12572
<br />("Transferee"), in connection with that certain Easement Agreement (the "Easement") and Assignment
<br />and Assumption of Lease Agreement (the "Assignment and, together with the Easement, the
<br />"Agreement"), each dated as of the date hereof by and between Transferor and Transferee wherein
<br />Transferee has agreed to accept from Transferor, and Transferor has agreed to convey, transfer, assign
<br />and deliver to Transferee, certain rights owned by Transferor related exclusively to that certain wireless
<br />telecommunications facility located at 8865 N AIA in the City of Vero Beach, County of Indian River,
<br />State of Florida, as more particularly set forth in Exhibit A annexed hereto (collectively, the "Purchased
<br />Assets"). (Capitalized terms used and not otherwise defined herein shall have the meanings assigned to
<br />such terms in the Agreement).
<br />1. Sale by Transferor. Transferor hereby conveys, transfers, assigns and delivers to
<br />Transferee all of the Purchased Assets, free and clear of any and all mortgages, security interests, pledges,
<br />liens, charges and encumbrances, and Transferee hereby accepts such transfer and assumes and agrees to
<br />perform from and after the Effective Date all of the Transferor's obligations related to the Purchased
<br />Assets. TRANSFEREE ACKNOWLEDGES AND AGREES THAT THE PURCHASED ASSETS ARE
<br />BEING ACQUIRED ON THE EFFECTIVE DATE IN THEIR AS -IS CONDITION ON THE
<br />EFFECTIVE DATE, AND TRANSFEREE IS RELYING SOLELY ON ITS OWN EXAMINATION OF
<br />THE PURCHASED ASSETS AND THE PROVISIONS OF THIS BILL OF SALE.
<br />2. Further Assurances. Transferor covenants and agrees that within one (1) month after the
<br />delivery hereof, Transferor will, upon the reasonable request of Transferee, at no cost to Transferor,
<br />execute, acknowledge and deliver, or will cause to be executed, acknowledged and delivered, all such
<br />further bills of sale, assignments, transfers, or conveyances as may be required for the assigning,
<br />transferring, granting, or conveying to Transferee of the Purchased Assets.
<br />3. Successors and Assigns. This instrument and the covenants and agreements herein set
<br />forth shall inure to the benefit of Transferee and its successors and assigns and shall be binding upon
<br />Transferor and its successors and assigns.
<br />4. Counterparts; Electronic Transmission. This Bill of Sale may be executed in any number
<br />of counterparts, and each of which shall, when executed, be deemed to be an original and all of which
<br />shall be deemed to be one and the same instrument.
<br />(Signature and Acknowledgement Pages Follow)
<br />Bill of Sale
<br />WEC-FL-78
<br />Sea Oaks
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