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This instrument prepared by and after recordation, return to: Trey Baldy Holland & Knight LLP Post Office Box 1288 Tampa, Florida 33601 CONSENT AND ESTOPPEL AGREEMENT This Consent and Estoppel Agreement (this "Agreement") is made as of the g day of 1998, by and between Indian River County, Florida, a political subdivision of the State of Florida ("County") and Pinnacle Towers Inc., a Delaware corporation ("Pinnacle"). County entered into a License Agreement with Sandab Communications Limited Partnership, 11, a Delaware limited partnership ("Seller") dated as of March 17, 1992, recorded at Official Records Book 930 page 2984, and re-recorded at Official Records Book 932 page 606, all of the Public Records of Indian River County, Florida, a copy of which, together with all modifications, extensions, renewals, replacements, and consolidations thereof, are attached as Exhibit A (the "License"). Seller has entered or proposes to enter into an Asset Purchase Agreement with Pinnacle with respect to certain assets of Seller, including without limitation the License and Seller's interest thereunder. Pinnacle seeks to obtain a consent and estoppel agreement from County to, among other reasons, be assured of continued possession under the License. County is willing to enter such agreement on the following terms and conditions. Now, therefore, for valuable consideration, County and Pinnacle agree as follows: 1. County is the owner of the premises described in the License (the "Premises") and is the licensor of the Premises pursuant to the License, The term of the License is thirty (30) years, commencing on Juno 22, 1993 and terminating on Juno 22, 2023, 2. There are no mortgages or other liens or encumbrances on the Premises. 3. Pursuant to Paragraph 4 of the License, County hereby gives its consent to the assignment of the License to Pinnacle, and the assumption of the License by Pinnacle.