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HomeMy WebLinkAbout2021-124PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of the 171 day of August, 2021 (the "Effective Date") by and between Indian River County, a political subdivision of the State of Florida (the "Seller"), and TIGR ACQUISITIONS III, LLC, a Delaware limited liability company (the "Purchaser"). Capitalized terms used but not otherwise defined in this Agreement shall have the same meanings set forth in Exhibit A attached hereto and shall be incorporated herein by reference. In consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Seller and Purchaser hereby agree as follows: 1. Agreement to Sell and Purchase. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, assign, transfer and deliver to Purchaser, and Purchaser agrees to purchase (the "Purchase"), at the Closing, all of Seller's right, title and interest in and to the Tower Assets, free and clear of any Liens of any nature. For purposes of this Agreement, the tern "Tower Assets" shall mean, all of the real and personal tangible and intangible assets, properties and rights owned by Seller that are used in, or accounted for as a part of, the ownership and operation of the Tower (defined below), including without limitation the following: a. one (1) wireless communications Tower (the "Tower") located at the Site set forth in Schedule 1(a) (the "Site" or "Tower Site"); b. all Tenant Leases relating to the Site existing as of the Closing, including without limitation those set forth in Schedule 1(b); C. A perpetual telecommunication easement together with any and all easements for ingress, egress and utilities which are attendant to the telecommunication easement, which shall be negotiated prior to Closing (the "Easement"); d. all buildings, structures, improvements and fixtures located at the Site and owned or used by Seller in connection with the ownership and operation of the Tower Assets and all physical assets, owned by Seller and located at the Site; and e. all other assets owned by the Seller and used or useful in connection with the ownership or operation of the Tower. 2. Assumption of Liabilities and Obligations. At the Closing, Purchaser shall assume and agree to pay, discharge and perform only those executory liabilities accruing from and after the Closing under the Easement and the Tenant Leases (the "Assumed Obligations"). Except for the Assumed Obligations, Purchaser shall not assume or in any way undertake to pay, perform, satisfy or discharge any obligation or liability of Seller (contingent or otherwise), and Seller agrees to pay and satisfy when due any obligation or liability other than the Assumed Obligations (the "Excluded Obligations"). 3. Due Diligence. a. Due Diligence Period. Purchaser shall have the right, commencing on the Effective Date, and ending on the earlier to occur of (i) the close of business sixty (60) days after the Effective Date, and (ii) the Closing Date (the "Due Diligence Period"), to enter upon, inspect, investigate and conduct legal, financial, business, environmental, technical and any other due diligence that Purchaser determines necessary in its reasonable discretion with respect to the Tower Assets. b. Entry and Inspection. During the Due Diligence Period, Seller shall permit Purchaser and its representatives reasonable access (during normal business hours) to all of the Tower Assets, and Seller shall furnish to Purchaser all reports, documents, records, and information, including electronic copies thereof, that Seller has in its possession .or can obtain without unreasonable effort or expense as Purchaser may reasonably request, to permit Purchaser to perform its due diligence investigation with respect to the Tower Assets. Purchaser may undertake a complete physical inspection of the Tower Assets and the cost and expense of the inspection by Purchaser contemplated under this Section 3(b) shall be borne by Purchaser. Purchaser shall provide Seller copies of all third -party prepared due diligence investigations of the Tower Assets via email during the Due Diligence Period, however, Purchase may exclude reports that speculate on valuation of the Tower Assets unless such valuation is the basis of a termination hereunder. C. Due Diligence Items. Not more than five (5) Business Days following the Effective Date, Seller shall make available to Purchaser, true, correct and complete copies of such of the following items as are in Seller's possession or control, including electronic versions (if any) (the "Due Diligence Items"): (1) all structural analyses, engineering reports and condition reports for the Tower, and all environmental reports and NEPA reports relating to the Site; (2) Tenant Leases, easements and licenses presently in force covering the Tower Assets or any part thereof, (3) the most recent surveys, title commitments, title policies or abstracts of title together with all copies of all documents and instruments (as recorded where applicable) referred to or identified in the title commitment, title policies or abstracts; (4) the most recent construction, engineering, architectural or other plans or drawings and related site plans, plats and approved drawings pertaining to the construction, ownership or operation of the Tower Assets, as well as zoning permits, variances, building and other permits, which have been gained or for which Seller has made application, and the FCC and FAA applications, responses, approvals and registration numbers submitted or received for each Tower; (5) the most recent real estate and personal property tax bills for each of the Tower Assets; (6) current tenant contact information; the most current accounts receivable listing, aged based on invoice date, by Tower, invoice and tenant; the most current accounts payable listing, aged based on invoice date, by vendor and invoice, and a reconciliation of both reports to the general ledger; (7) support for any accounts receivable allowance or reserve in place as of the most recent date, by tenant and invoice; (8) cash receipts supporting the most recent month's collection of rental income, for each tenant lease; and (10) available bank statements and deposit/disbursement support to reconcile all amounts paid and received in connection with the Tower Assets to the bank statement. -2- In the event that Seller fails to deliver or make available to Purchaser any of the Due Diligence Items within five (5) Business Days following the Effective Date, the Due Diligence Period shall be extended by an amount of time equal to any such delay, provided, however, that the Due Diligence Period shall not extend beyond the date that is ninety (90) days after the date hereof without the written consent of the Seller. 4. Easement Specific Provisions. The provisions of this Section 4 shall supersede and govern any contradictory provisions of this Agreement relating to the Easement. a. Title Commitment. Purchaser shall obtain, at its sole cost and expense, a preliminary title report for an ALTA title insurance policy from Purchaser's title insurance company with respect to the Easement in form and substance reasonably satisfactory to Purchaser (the "Title Commitment"), together with a copy of all documents referenced therein. b. Survey. Purchaser may, at its sole cost and expense, obtain a survey of the Easement (the "Survey"). Exceptions to Title. i. Permitted Exceptions. Except as set forth in Section 4(c)(ii), (iii) or (iv) below, any liens, encumbrances or other exceptions to title set forth on Schedule B-2 to the Title Commitment (other than the "standard exceptions"), that are not objected to in writing by Purchaser prior to expiration of the Due Diligence Period shall be deemed to be "permitted exceptions" to title to the Easement (the "Permitted Exceptions"). ii. Unpermitted Exceptions. Notwithstanding any provision to the contrary in this Agreement, Seller agrees that the following shall constitute unpermitted exceptions: (i) any mortgages, deeds of trust or other security interests for any financing affecting the Easement or incurred by Seller; (ii) Taxes which would be delinquent if unpaid at Closing; (iii) mechanics' and judgment liens, (iv) liens, mortgages, security interests, claims, charges, easement, rights of way, encroachments, restrictive covenants, or other title exceptions not first appearing in the Title Commitment, and (v) such matters as appear on Schedule B-1 to the Title Commitment capable of being satisfied by the payment of a monetary sum. The unpermitted exceptions referenced in items (i) through (v) in the prior sentence are collectively referred to as "Monetary Unpermitted Exceptions". iii. Updated Title Commitment or Survey. If any update of the Title Commitment delivered to Purchaser discloses title matters which are not disclosed in the Title Commitment, (a "New Title Exception"), or the Survey or any update of the Survey delivered to Purchaser discloses any survey matter which is not disclosed in the Survey (a "New Survey Defect"), then Purchaser shall have the right to request Seller to remove or cure such New Title Exception or New Survey Defect at or prior to Closing. iv. Removal of Unpermitted Exceptions. Seller shall remove or cure all Unpermitted Exceptions at or prior to Closing by (i) removing such Unpermitted Exception from title, or (ii) causing the title company to commit to remove, such that it does not appear of record, or insure over such Unpermitted Exception in the Title Policy, provided, however, that such removal or insuring over by the title company is in form and substance acceptable to Purchaser in its reasonable discretion. If the Title Commitment discloses judgments, bankruptcies or other returns against other persons or entities having names the same as or similar to that of Seller, then Seller, on request and to the extent applicable, shall deliver to Purchaser or the title company affidavits to the effect that such judgments, bankruptcies or other returns are not against Seller. -3- d. Title Policy. At Closing, Purchaser shall cause the title company to issue to Purchaser an ALTA form of title insurance policy with respect to the Easement or binding commitment therefor to issue the same, dated, or updated, to the Closing Date, insuring, or irrevocably committing to insure, at normal statutory premium rates, without the requirement for additional premiums or escrows to be posted by Purchaser, with extended coverage with respect to the Easement, with customary endorsements, the Easement and improvements, subject only to the Permitted Exceptions (the "Title Policy"). The Title Policy shall be dated as of the Closing Date with gap coverage from Seller from the Closing through the date of recording and shall be issued at such party's sole cost and expense as is customary for similar transactions in the jurisdiction of the applicable Easement. e. Conveyance of the Easement. At Closing, Seller shall convey to Purchaser (a) good and valid interest in the Easement, subject only to (A) the Permitted Exceptions relating thereto, and (B) any Unpermitted Exceptions which are cured by causing the title company to remove or insure over such matters in the Title Policy in accordance with Section 4(c)(iv), but which otherwise are not removed from title, and (b) good and marketable title to the personal property set forth in Section 1, free and clear of all liens and encumbrances. 5. Purchase Price; Adjustments; Earnest Money. a. Purchase Price. Provided that the annual Tower Cash Flow for the Tower(s) is equal to or greater than $220,886.00 (the "TCF Threshold") as of the Closing Date, the purchase price for the Tower Assets (the "Purchase Price") shall be FOUR MILLION ONE HUNDRED THOUSAND 00/100 Dollars ($4,100,000.00) which shall be paid by bank or certified check or wire transfer upon delivery of the Closing Documents and the Closing of the transaction hereunder. $10 of the Purchase Price shall be allocated to the Easement with the balance of the Purchase Price allocated to the Tenant Leases, the Tower and associated equipment. b. Adiustments. If Purchaser discovers during the Due Diligence Period that, the Tower Cash Flow with respect to the Tower is less than the TCF Threshold as of the Closing Date, the Purchase Price shall be reduced by an amount equal to the sum of. (A) 18.56 multiplied by (B) the difference between the TCF Threshold and the actual Tower Cash Flow with respect to the Tower as of the TCF Date. In the event that Seller disputes Purchaser's calculation of Tower Cash Flow, Seller and Purchaser shall, in good faith, attempt to agree upon the actual Tower Cash Flow with respect to the Site(s) on or before ten (10) days following Seller's receipt of the Purchaser's determination of Tower Cash Flow. 6. Earnest Money. Within five days after the Effective Date, Buyer shall deposit Forty One Thousand and No/100 ($41,000.00) Dollars (the "Earnest Money") with TitleVest Agency, LLC. The Earnest Money shall be held in a non-interest bearing account. In the event the sale closes as provided herein, then the Earnest Money and the remainder of the Purchase Price shall be paid to Seller at Closing. The cost to Seller of granting to Buyer the right to purchase the Property has a value that is difficult to calculate, and the Parties have agreed that the Earnest Money is a reasonable approximation of that value. In the event Buyer defaults in its obligations hereunder, the Earnest Money shall be paid over to Seller as an agreed and liquidated amount of compensation and not as a penalty. In the event this Agreement is terminated by Buyer on or before the last day of the Due Diligence Period or as otherwise permitted herein, the Earnest Money shall be returned to Buyer. Otherwise, the Earnest Money shall be paid out as provided in this Agreement._ 7. Closing. Provided that all conditions to closing contained herein have been met or waived, the closing of the transactions contemplated hereby (the "Closing") shall occur on or before October 18, 2021 (the "Anticipated Closing Date'). All documents required to close the transaction shall be deposited in escrow with the TitleVest Agency, LLC located at 110 East 42nd Street, 10th Floor, New York, NY 10017 ("TitleVest") at least three (3) calendar days prior to the Closing, or as otherwise agreed to. In the event that -4- all conditions to Closing have not been met or waived by the Anticipated Closing Date, the Closing shall occur on the fifth (5f') Business Day following the satisfaction or waiver of all such conditions, or on such other date as the Seller and Purchaser shall mutually agree. The date that the Closing occurs shall be referred to as the "Closing Date". 8. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser as follows: a. Authori1y. Seller has all requisite power and authority to own and operate the Tower Assets and to enable the Seller to execute and deliver, and to perform its obligations under, this Agreement and each Closing Document and to consummate the Purchase. Neither the execution and delivery by Seller of this Agreement or any Closing Document, nor the consummation of the Purchase, will conflict with, or result in a breach or violation of, or constitute a default under, any governing document of Seller or, to Seller's knowledge, any applicable law, or will conflict with, or result in a breach or violation of, or constitute a default under any agreement of Seller relating to indebtedness for money borrowed. b. Legal Actions. There are no legal actions, orders or stipulations of or by any governmental authority pending or, to the knowledge of Seller, threatened at law, in equity or before any governmental authority against Seller or the Tower Assets or relating to the ownership and operation of the Tower Assets or would reasonably be expected to impair Seller's ability to consummate the Closing or perform its obligations under this Agreement. C. Tenant Leases. Each of the Tenant Leases and all amendments thereto has been provided to Purchaser, has been duly authorized, executed and delivered by Seller and, to the knowledge of Seller, the other parties thereto, and is a legal, valid and binding obligation of Seller, enforceable in accordance with its terms. There are no leases, subleases, licenses or other occupancy agreements (written or oral) which grant any possessory interest in or to the Tower Assets or which grant other right with respect to the use of any of the Tower Assets. Furthermore: (i) A third party is collecting the rent set forth in each Tenant Lease on a current basis and Seller is unaware of any past due amounts owed to third party, and before or after Closing, Seller retains the right to collect directly from the third party or any Tenant or subtenant rent or any other fees or expenses that are owed or past due as of Closing; (ii) The Seller is unaware of any rental concessions or abatements in rent that may have been granted to any Tenant by the third party prior to or subsequent to the Closing Date; (iii) Seller has not given notice to any Tenant claiming that the Tenant is in default under its Tenant Lease, and, to the best of Seller's knowledge, there is no event which, with the giving of notice or the passage of time or both, would constitute such a default; (iv) Seller has not received notice from any Tenant claiming that Seller is in default under the Lease, or claiming that there are defects in the improvements; (v) Seller has not received notice from any Tenant asserting any Claims, offsets or defenses of any nature whatsoever to the performance of its obligations under its Tenant Lease and, to the best of Seller's knowledge, there is no event which, with the giving of notice or the passage of time or both, would constitute the basis of such Claim, offset or defense; (vi) except as expressly set forth in the Tenant Leases, the Seller is unaware of any security deposits or prepaid rentals under any of the Tenant Leases; and (vii) the Seller is unaware of any Tenant Lease that provides for non -monetary rent or other consideration to the lessor thereunder. d. Easement. The Seller has good and marketable title to the Easement, and is the sole owner of the improvements thereon. Seller has obtained all easements and rights-of-way that are necessary to provide access to and from the Site. e. Site. Seller owns the Tower Assets, free and clear of all Liens, and will transfer to Purchaser at the Closing, good, marketable and insurable title thereto, free and clear of all Liens. Seller has not received notice that the Site is subject to any condemnation proceedings or that the Site is not in compliance with any applicable law; to the best of Seller's knowledge, the Site is in compliance with all -5- Applicable Laws and Governmental Authorizations and no consents are required to be obtained by Seller from any Governmental Authority or any third party in order to consummate the Purchase. To the best of Seller's knowledge, all improvements of Seller on the Site are in compliance with applicable zoning, NEPA, FCC, FAA, the National Historic Preservation Act and any related or similar state laws and land use laws. No consent, approval or authorization of, or registration or filing with any Person (each, a "Third Party Consent") is required to be obtained in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. f. Tower. Purchaser has the rights to inspect and investigate as set forth in Section 3 above. SELLER DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE STRUCTURAL INTEGRITY OF THE TOWER. g. Tower Cash Flow, Tower Revenue. The Tower Cash Flow with respect to the Tower is equal .to or greater than the TCF Threshold as of the Closing Date. h. Broker or Finder. Except for SteepSteel, the fees and commission of which shall be paid at Seller's sole cost and expense, no agent, broker, investment banker or other entity engaged by or on behalf of Seller or any of its Affiliates is or will be entitled to a fee or commission in connection with the Purchase. i. Environmental Matters. Seller has not entered into or received any consent decree, compliance order or administrative order issued pursuant to any Environmental Health and Safety Requirements and Seller is not a party in interest with respect to any judgment, order, writ, injunction or decree issued pursuant to any Environmental Health and Safety Requirements. To the best of Seller's knowledge, Seller is in compliance with, and has all permits required by, all Environmental Health and Safety Requirements. Seller is not the subject of or, to its knowledge, threatened with any legal action involving a demand for damages or other potential liability with respect to violations or breaches of any Environmental Health and Safety Requirements or Environmental Permits relating to its ownership or operation of the Tower Assets. j. No Third Party Rights. No Person other than Purchaser by reason of this Agreement has any contractual or other right of first refusal or any other right or option to acquire the Tower Assets or any portion thereof, including through any merger, consolidation, liquidation, dissolution or other reorganization. k. Accounts Receivable. A third party is collecting accounts receivable and as such, Seller is unaware of the status of accounts receivable relating to any Tenant Lease (the "Accounts Receivable"). The representations and warranties above shall survive the Closing and shall remain operative and in full force and effect for a period of thirty-six (36) months after the Closing Date other than Section 7(a) that shall survive indefinitely. 9. Conduct of Business by Seller Pending the Closing. After the Effective Date and prior to the Closing Date, Seller shall own and operate the Tower Assets in the ordinary course of business which shall include, without limitation, (i) keeping each of the Tower Assets free of debris and excessive vegetation, and in good commercial working order; (ii) not selling, disposing of or otherwise transferring the Site; and (iii) maintaining with insurance on the Tower Assets in such amounts as are consistent with past practice. In addition, Seller shall not enter into, cancel, modify, alter, amend, consent to the assignment of or terminate any contracts, leases, arrangements, understandings or agreements that will affect any of the Tower Assets. -6- 10. Closing; Documents. At Closing, Seller shall execute and deliver to Purchaser such normal transaction documents as may reasonably be required by the Purchaser or its title insurance company, each in a form reasonably acceptable to Seller, including without limitation the following (collectively, the "Closing Documents"): (a) a certificate stating that the Seller is not a "foreign person" as defined by the Federal Foreign Investment in Real Property Tax Act; (b) meeting minutes of the governing body of Seller demonstrating authorization for the execution, delivery and performance of this Agreement, the transfer of title to the Tower Assets and the other collateral documents by Seller; (c) a Bill of Sale transferring title to the Tower; (d) an Assignment and Assumption of Tenant Leases; (e) the Easement duly executed and acknowledged; (h) any reasonable and customary affidavits required by, and satisfactory to, the title company in order that an owner's title insurance policy with respect to the Easement may be issued free and clear of the standard exceptions which a title company is permitted by applicable law to remove or modify upon delivery of such affidavits; 0) a certificate signed by an executive officer of Seller certifying that (1) Seller has performed and complied in all material respects with all agreements and covenants required to be performed or complied with by it, as the case may be, under the Closing Documents to which it is a party at or prior to the Closing, (2) each of the covenants, representations and warranties of Seller are remade and restated with respect to the Tower Assets as of the Closing, and (3) each of the persons executing and delivering this Agreement and Closing Documents to which it is a party on behalf of Seller has or have the authority to execute, deliver and consummate this Agreement and each Closing Document; and (k) payoff amounts and evidence of termination to the reasonable satisfaction of Purchaser of all Liens affecting the Tower Assets. 11. Conditions to Closina. a. Conditions to Obligations of Each Party. The respective obligations of each party to consummate the Purchase shall be subject to the condition at or prior to the Closing Date, which condition may be waived in writing by the applicable party in whole or in part to the extent permitted by Applicable Law, that no legal action shall be pending before any Authority seeking to enjoin, restrain, prohibit or make illegal the consummation of the Purchase. b. Conditions to Obligations of Purchaser. The obligation of Purchaser to consummate the Purchase shall be subject to the satisfaction of the following conditions, any or all of which may be waived in writing, in whole or in part, by Purchaser to the extent permitted by Applicable Law: i. (A) the representations and warranties of Seller contained herein shall be true and correct in all material respects (except for representations and warranties that are qualified as to materiality, which shall be true and correct); -7- (B) Seller shall have performed all agreements contained herein required to be performed by it at or before the Closing; and (C) Seller shall have executed and delivered each of the Closing Documents; ii. Purchaser shall have received, at Purchaser's expense, a marked commitment for owner's title insurance, in form acceptable to Purchaser, insuring title to the Easement; iii. Between the Effective Date and the Closing Date, no event shall have occurred.that has had or is reasonably expected to have a Material Adverse Effect on the Tower Assets; and iv. All authorizations, Third Party Consents, waivers or approvals required by the provisions of this Agreement to be obtained from all Persons shall have been obtained. C. Conditions to the Obligations of Seller. The obligation of Seller to consummate the Transactions shall be further conditioned upon the satisfaction or fulfillment, at or prior to the Closing, unless waived in writing by Seller, that the representations and warranties of Purchaser contained herein shall be true and correct in all material respects, and Purchaser shall have paid the Purchase Price at the Closing. 12. Apportionment of Real Estate Taxes, Rent Utilities. Appropriate prorations shall be made on a daily basis as of the close of business on the Closing Date with respect to rental and lease payments, security deposits, utilities, current year real and personal property taxes and all other items of income and expense due or payable under the Easement and Tenant Leases, in each case, of a nature ordinarily prorated as of closing in real estate transactions (and not separately addressed elsewhere in this Agreement) with Seller being entitled to all such income and responsible for all such expenses relating to the Tower Assets then being conveyed for all periods on or prior to each Closing Date and Purchaser being entitled to all such income and responsible for all such expenses relating to the Tower Assets then being conveyed for all periods subsequent to the Closing Date. A reasonable estimate of such pro -rations shall be agreed to by Seller and Purchaser at least two (2) Business Days prior to the Closing Date (the "Pro -Rations Estimate"), and shall be settled in immediately available funds at the Closing. All past due real estate and personal property taxes, if any, shall be paid by Seller at or before the Closing. Seller expressly agrees that if it receives any rents, revenues or other payments under the Tenant Leases included in the Tower Assets after the Closing Date, it shall remit to Purchaser the moneys so received within five (5) Business Days after receipt thereof. Notwithstanding the foregoing, at each Closing, Purchaser shall receive a credit for the full amount of all rent due under the Tenant Leases for the month immediately following such Closing and Seller shall be entitled to keep all such amounts that it receives from Tenants for such month. The foregoing provision shall survive the Closing. 13. Indemni1y. a. Seller agrees that on and after the Closing Date it shall indemnify and hold harmless Purchaser and its affiliates, and each of their respective members, stockholders, directors, officers, employees, managers, partners, agents and representatives (collectively, the "Purchaser Indemnified Parties") from and against any and all damages, Claims, losses, expenses, costs, obligations, and liabilities, including without limitation reasonable fees and expenses of attorneys, accountants, and other experts and those incurred to enforce the terms of this Agreement or any Closing Document (collectively, "Loss and Expense"), suffered by the Purchaser Indemnified Parties by reason of or arising out of (i) any misrepresentation or breach of a representation or warranty made by Seller pursuant to this Agreement, any Closing Document, or any collateral document, (ii) any failure by Seller to perform or fulfill any of its -8- covenants or agreements set forth herein or in any Closing Document, and (iii) all Excluded Obligations. Any requirements of this section are only to the limits set forth in §768.28, Florida Statutes. b. Purchaser agrees that on and after the Closing Date it shall indemnify and hold harmless Seller and its members, stockholders, directors, officers, employees, agents and representatives (collectively, the "Seller Indemnified Parties") from and against any Loss and Expense suffered by the Seller Indemnified Parties by reason of or arising out of (i) any misrepresentation or breach of a representation or warranty made by Purchaser pursuant to this Agreement, the Closing Documents, or any collateral document, (ii) any failure by Purchaser to perform or fulfill any of its covenants or agreements set forth in this Agreement or any Closing Document, and (iii) all Assumed Obligations.. 14. Termination. This Agreement may be terminated at any time after expiration of the Due Diligence Period and prior to the Closing only pursuant to the following provisions: (a) by mutual consent of Seller and Purchaser; (b) by Purchaser in the event that Seller is in breach of any of the representations, warranties, covenants or agreements of the Seller contained in this Agreement or in any Closing Document, and such a breach is not capable of being cured or is not cured within ten (10) Business Days of written notice; (c) by Purchaser, in its sole discretion, for any reason prior to the expiration of the Due Diligence Period; or (d) by Seller in the event that Purchaser is in breach of any of the representations, warranties, covenants or agreements of the Purchaser contained in this Agreement or in any Closing Document, and such a breach is not capable of being cured or is not cured within ten (10) Business Days of written notice. This Section 13 shall not limit Purchaser's right to terminate during the Due Diligence Period. 15. Risk of Loss. The risk of loss, damage, or destruction to the Tower Assets including any of the equipment, inventory, or other personal property to be conveyed to Purchaser under this Agreement shall be borne by Seller until the consummation of the Closing. In the event of such loss, damage, or destruction, Seller shall serve immediate notice to Purchaser regarding the nature of such damage. Upon receipt of such notice, Purchaser shall have the option, exercisable in Purchaser's sole discretion, to terminate this Agreement or to proceed to Closing and to receive at Closing an assignment of insurance proceeds on account of such damage or destruction. Seller agrees to maintain any existing fire and extended coverage casualty insurance through and including the Closing covering all of the Tower Assets. 16. Non -Competition. For the ten (10) year period commencing on the Closing Date through and including the tenth (10'x' ) anniversary of the Closing Date (the "Restricted Period"), neither Seller nor any of its Affiliates (and Seller will ensure that none of their respective members of senior management) will, directly or indirectly, own or operate (whether as owner, partner, officer, director, employee, investor, lender or otherwise) any telecommunications tower or site that is located within a five (5) mile radius of the Site. Seller acknowledges that both the ten (10) year length of time and the geographic scope set forth in this Section 16 are considered by it to be reasonable given the nature of the business of Purchaser and are necessary to the protection of the business. 17. Agreement to Cooperate. Each of the parties shall use reasonable business efforts (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under Applicable Law to consummate the Purchase, and (y) to refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which could impede or impair the consummation of the Purchase. "Reasonable Business Efforts" shall not require the expenditure of more than $5,000 by the Seller, including attorney's fees. 18. Non -solicitation. From the Effective Date until the earlier to occur of (i) the termination of this Agreement in accordance with its terms and (ii) the Closing Date, Seller will not (and direct any of its respective shareholders, employees, representatives or agents not to), directly or indirectly, solicit, initiate, encourage or participate in negotiations in any manner with respect to, or furnish or cause or permit to be furnished any information to any Person (other than Purchaser or Purchaser's representatives) in connection -9- 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- 0 successor by operation of law, or by way of merger, consolidation or sale of all or substantially all of its assets. f. Costs and Expenses. Each party shall bear its own legal fees and costs incurred in connection with the transactions contemplated hereby. Purchaser shall bear the costs of recordation, together with any deed or stamp taxes arising with respect to the recordation of any of the Closing Documents. Any transfer taxes incurred in connection with the transfer of the Tower Assets shall be paid solely by the Seller. g. Limitation on Liability. Notwithstanding anything to the contrary contained herein, Purchaser's liability for any breach of this Agreement shall be limited to Seller's actual out-of-pocket damages, inclusive of reasonable attorneys' fees. The parties have executed this Purchase and Sale Agreement as an instrument under seal as of the day and year first written above. SELLER: Indian River County, Florida .,.„..„, By its Board of County Commissioned,(y GOh1M� oJ: By: IL Ju5CIJ11 Ll. i 1CS(.:11CL • 2•� Chairman •. ay . �•'R���R COUNT ems€= P� VM0 AS TO FORM AND LE -GAL SUFFICIEW-DY BY R JINTY ATTORNEY -II- PURCHASER: TIGR ACQUISITIONS Chief Executive Officer Attest: Jeffrey R. Smith, Clerk of Cir Caul and Comptroller 0"Uty Clot* EXHIBIT A Definitions The following terms will have the following meanings throughout this Agreement "Affiliate" means, with respect to any Person, (a) any other Person at the time directly or indirectly controlling, controlled by or under direct or indirect common control with such Person, (b) any executive officer, director or senior management of such Person, and/or (c) with respect to any partnership, joint venture, limited liability company, or similar entity, any general partner or manager thereof. "Applicable Law" means any law of any Authority, whether domestic or foreign, to which a Person is subject or by which it or any of its business or operations is subject or any of its property or assets is bound. "Authority" means any governmental or quasi -authority, whether administrative, executive, judicial, legislative or other, or any combination thereof. "Business Day" shall mean any day other than Saturday, Sunday or a day on which banking institutions in Miami, Florida are required by law to be closed. "Claim" means any liability, obligation, demand, expense, defense, judgment, action, cause of action, suit, proceeding, disbursement or expense (including, with respect thereto, reasonable remediation and investigation expenses and reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description). "Commences or Commenced" means, with respect to any Tenant Lease, the Tenant thereunder has commenced paying regularly scheduled installments of rent pursuant to the terms thereof and has substantially completed installation of its equipment on the Tower. "Environmental Health and Safety Requirements" means all federal, state and local statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution and protection of the environment, including without limitation, all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, control, or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or by products, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now or hereafter in effect. "Effective Date" shall mean the later of the dates that Seller and Purchaser have executed this Agreement. "Environmental Permif' shall mean any Governmental Authorization required by or pursuant to any Environmental Health and Safety Requirements. "FAA" means the United States Federal Aviation Administration, or any successor Authority. "FCC" means the United States Federal Communications Commission, or any successor Authority. "Governmental Authorizations" means all approvals, concessions, consents, franchises, licenses, permits, registrations and other authorizations of all governmental authorities, in connection with Tower Assets. -12- "Hazardous Substance" shall mean any substance that is deemed by any Environmental Health and Safety Requirements to be "hazardous," "toxic," a "contaminant" or "waste" or is otherwise regulated by any Environmental Health and Safety Requirements. "Included Tenant Agreement" means a Tenant Lease that meets all of the following criteria as of the Closing Date: (a) the Seller has a valid landlord's, lessor's or licensor's interest under such Tenant Lease, (b) that is executed in writing and in full force and effect in all material respects, (c) that has not expired and will not expire within three (3) months from the date hereof in accordance with its terms, (d) is not on a "month-to-month" term, (e) the Tenant thereunder is not currently involved in a bankruptcy proceeding (f) that has not otherwise been terminated (and Seller shall not have received any notice of termination), (g) which has Commenced and (h) with respect to which there are no material default on the part of any Seller or the tenant thereunder, including, without limitation, any monetary default by such tenant for greater than sixty (60) days. "Intangible Personal Propertv" shall mean any development rights, documents, technical matters and work product relating to the Property, including any Permits, environmental studies, construction, engineering, architectural, landscaping, or other plans or drawings related to the Property and any surveys, Maps, site plans, plats and other graphics relating to the Property. "Lien" shall mean any of the following: mortgage; lien (statutory or other); or other security agreement, arrangement or interest; pledge; assignment; charge; attachment; garnishment; encumbrance (including any easement, exception, reservation or limitation, right of way, and the like); conditional sale; title retention; preemptive or similar right; any financing lease; the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction; restriction on sale, transfer, assignment, disposition or other alienation; or any option, equity, claim or right of or obligation to, any other Person, of whatever kind and character. "Material Adverse Change or Material Adverse Effect" means a change, event or occurrence that, individually or together with any other change(s), event(s) or occurrence(s), has had or would be reasonably expected to have a material adverse change or effect on the cash flow position or results of operations of Seller or the Purchaser or the Tower Assets, as applicable. "NEPA" means the National Environmental Policy Act of 1969, as amended. "Permits" shall mean all permits, licenses, authorizations, certificates of occupancy, certificates of completions, variances and similar approvals of any Governmental Authority having jurisdiction over the Tower Site. "Person" means any natural individual or any entity. "Seller's Knowledge" shall mean the (a0 actual knowledge of (i) officers of the Seller and (ii) employees of any of the Seller whose primary responsibility is the subject matter about which the relevant matter relates and (b) the knowledge that each such person reasonably should possess if he or she has properly discharged his or her duties. "Tax", shall mean, with respect to any Person, (a) all taxes, including without limitation any income (net, gross or other including recapture of any tax items such as investment tax credits), alternative or add-on minimum tax, gross income, gross receipts, gains, sales, use, leasing, lease, user, ad valorem, transfer, recording, franchise, profits, property, fuel, license, withholding on amounts paid to or by such Person, payroll, employment, unemployment, social security, excise, severance, stamp, occupation, custom, duty or other tax, or other like assessment or charge of any kind whatsoever, together with any interest, levies, assessments, charges, penalties, additions to tax or additional amount imposed by any Authority, (b) any joint or several -13- liability of such Person with any other Person for the payment of any amounts of the type described in (a), and (c) any liability of such Person for the payment of any amounts of the type described in (a) as a result of any express or implied obligation to indemnify any other Person. "Tenant Estoppels" shall mean estoppel letters from each of the Tenants to Purchaser, in form and substance reasonably acceptable to Purchaser. "Tenant Lease" shall mean any written lease agreement pursuant to which Seller has demised a leasehold interest, leasehold estate or other real property interest in the Site to a sublessee or tenant, including, without limitation, the associated access easements and rights of way. "Tower Cash Flow" means, with respect to any Tower, the difference of. (A) an amount equal to the product of twelve (12) times the monthly rent as of the date of determination of each Included Tenant Lease, in each case without giving effect to any free rent provided for therein; provided, however, such amount (a) shall not include any security deposits, prepaid rents (unless credited to Purchaser), refunds to tenants, sales, property, excise or similar taxes imposed by Governmental Authorities and collected from subtenants and pass through expenses collected from any tenants, and (b) shall include, in the case of prepaid rent, an apportioned amount of such prepaid rent attributable to such monthly period; minus (B) an amount equal to the product of twelve (12) times the sum of (a) the easement "rents" for the month of the Closing, (b) the average of the actual utility expense for the six (6) months prior to the Closing Date for each of the Tower, (c) the actual amount of real estate taxes and personal property taxes for the year of the Closing (or the prior year if unavailable) if such taxes include an assessment for the Tower, or, if actual assessments are not available, a reasonable estimate of the fair market value of each of the applicable Tower, (d) the assumed annual insurance expense of $750.00 per Tower Site, (e) the assumed annual maintenance expense of $3,000.00 for each Tower plus $600 annual expense for lighting, and (f) the actual monthly amount of other expenses that the Seller is obligated to pay prior to the Closing Date, in connection with the ownership and operation of the Tower (s). For the avoidance of doubt, Tower Cash Flow is intended to constitute all revenues of each particular Tower after deduction of all operating expenses directly attributable to such Tower. -14- Site Name Site Address Latitude; Longitude Schedule 1(a) Tower Site Indian River TBD, Sebastian, FL 32958 27.47163, 80.2754 Site Attributes Tower # AGL (ft.) yTower Type - Ground # of Leases Year Built Ownership 1 280 Lattice Owned 6 1995 -15- Schedule 1(b) Tenant Leases -16- Tenant Information_ Tenant Tenant Rent Annual . Tenant Rent Frequencv Escalation (°%} Escalation Freuenc(Yrs) Commence Date Initial Term Mos ar of Renewals Renewal Term osExpiration Lease Dale Carrier 1 S 27,004.87 Monthly 2.00% 1 TBD TBD TBD TBD TBD Carrier 2 S 66,554.27 Monthly 3.00% 1 TBD TBD TBD TBD TBD Carrier 3 S 63,762.96 Monthly 5.50% 1 TBD TBD T8D TBD TBD Canier4 S 47,271.44 Monthly 3.00% 1 TBD TBD TBD TBD TBD Florida Power and Light Company S 11,402:96 Monthly 4.00°% 1 4/1/2020 12 20 12 4/1/2021 WA -COM, S 12,000.00 Monthly 0.00% - 9128!2000 252 Evergreen 12 6/30/2021 -16- SITE LICENSE AGREEMENT This Site License Agreement ("Agreement") is made effective this t 1.. day of S.$oytepAb.eJr , 2021 ("Effective Date"), by and between TIGR ACQUISITIONS III, LLC, a Delaware limited liability company("Licensor")having a mailing address of 1170 Peachtree Street, Suite 1650,Atlanta,GA 30309 and INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida,having a mailing address of 1801 27th Street,Vero Beach,FL,32960("Licensee") Licensor owns or controls that certain plot, parcel or tract of land, as described on Exhibit A, improved with a tower structure(the"Tower"),located at 810 Bailey Drive,Sebastian,Indian River,Florida (collectively,the"Property"). Licensor desires to grant to Licensee the right to use a portion of the Property in accordance with this Agreement. The parties agree as follows: 1. PREMISES.Licensor hereby grants Licensee a portion of the Property consisting of: (a) That certain space for Licensee's existing equipment as described in Exhibit B, (the "Ground Space"); (b) Those certain locations on the Licensor' s Tower, dedicated for Licensee's antennas identified in Exhibit B (the "Antenna Attachments"). The location of the Antenna Attachments are identified in Exhibit B. (c) As further described in Exhibit B, those certain areas where Licensee's conduits, wires, cables,cable trays and other necessary connections(and the cables,wires,and other necessary connections and improvements of such third parties related to Licensee,such as Licensee's utility providers)are located between the Ground Space and the Antenna Attachments and between the electric power,telephone,fiber, and fuel sources for the Property (hereinafter collectively referred to as the "Connection Space"), all at Licensee's sole cost and expense. Licensor agrees that Licensee shall have the right to install connections between Licensee's equipment in the Ground Space and Antenna Attachments; and between Licensee's equipment in the Ground Space and the electric power, telephone, and fuel sources for the Property, and any other improvements. Licensor further agrees that Licensee, with Licensor written approval, not to be unreasonably withheld, conditioned, or delayed, shall have the right to install,replace and maintain utility lines,wires, cables, underground conduits,pipes and other necessary connections over or along any right- of-way extending from the aforementioned public right-of-way to the Premises,all at Licensee's sole cost and expense. The Ground Space,Antenna Attachments, and Connection Space are hereinafter collectively referred to as the "Premises." 2. PERMITTED USE. (a) Licensee may use the Premises for the transmission and reception of communications signals and the installation,construction,maintenance,operation,and repair of communications fixtures and related equipment, cables, associated antennas, not to exceed ( ) antennas installed within Licensee's Antenna Attachments,as well as cabinets any other items necessary for the use of the Premises, including security cameras and security sensors ("Communication Facility") as depicted on Exhibit B hereto (collectively, the "Permitted Use"), so long as such modifications do not increase the number of antennas, decrease the structural integrity or increase wind loading of Licensor's Tower, or occupy more space than as shown on Exhibit B attached hereto within Licensee's Antenna Attachments or expand the Ground Space without Licensor's consent. Licensor's execution of this Agreement will signify Licensor's approval of Exhibit B.Licensee will be allowed to make such alterations to the Property in order to ensure that the Communication Facility complies with all applicable federal, state or local laws, rules or 1 Cell Site Number: Cell Site Name: regulations,with notice to Licensor. (b) Licensee has the right to perform routine maintenance/repairs/replacements with Licensor approval when no changes to the exterior appearance of Licensee's Communication Facility are made and provided that the number of antennas are not increased, or the structural integrity of Licensor's Tower decreased,the antennas are replaced with a like kind model,wind loading is not increased,coax diameter or quantity is not increased,technology is not changed in a manner which causes interference in violation of Section 8 hereof and Licensee does not take up more space then what is shown on Exhibit B Licensee shall notify Licensor in writing of its intent to perform routine maintenance/repairs/replacements. Upon receipt of written notice,Licensor shall have thirty(30)days to grant Licensee the approval to proceed with the routine maintenance/repairs/replacements work, such approval not to be unreasonably withheld, conditioned or delayed. 3. TERM. (a) The initial term of this Agreement will be five(5)years(the "Initial Term"),commencing on the Effective Date.The Initial Term will terminate on the fifth(5th)anniversary of the Effective Date. (b) This Agreement will automatically renew for ( )additional five(5)year term(s) (each additional five (5) year term shall be defined as an "Extension Term"), upon the same terms and conditions set forth herein unless Licensee notifies Licensor in writing of Licensee's intention not to renew this Agreement at least six(6)months days prior to the expiration of the Initial Term or the then-existing Extension Term. (c) The Initial Term and any Extension Terms are collectively referred to as the "Term". (d) This Agreement shall terminate at the end of the Term. 4. RENT. Commencing on t\love,A,17.6r-12. , 2021, (the "Rent Commencement Date"), Licensee will pay Licensor on or before the fifth(5th)day of each calendar year in advance One and No/100 Dollars($1.00)(the "Rent"),at the address set forth above. 5. APPROVALS. Licensor agrees that Licensee's ability to use the Premises is contingent upon the suitability of the Premises and Property for Licensee's Permitted Use and Licensee's ability to obtain and maintain all licenses,permits and approvals required or deemed necessary or appropriate at Licensee's sole discretion for its use of the Premises and include, without limitation, applications for zoning variances, zoning ordinances, amendments, special use permits, and construction permits (collectively, the "Government Approvals"). Licensor authorizes Licensee to prepare, execute and file all required applications to obtain Government Approvals for Licensee's Permitted Use under this Agreement and agrees to reasonably assist Licensee with such applications and with obtaining and maintaining the Government Approvals. 6. TERMINATION. This Agreement may be terminated, without penalty or further liability, as follows: (a) by either party on thirty(30)days prior written notice,if the other party remains in default under Section 15 of this Agreement after the applicable cure periods;or (b) by Licensee upon written notice to Licensor, if Licensee is unable to obtain, or maintain, any required approval(s) or the issuance of a license or permit by any agency, board, court or other governmental authority necessary for the construction or operation of the Communication Facility as now or hereafter intended by Licensee; or if Licensee determines, in its sole discretion that the cost of or delay in obtaining or retaining the same is commercially unreasonable. 2 Cell Site Number: Cell Site Name: 7. INSURANCE. (a) During the Term,Licensee will maintain at its own cost: (i) Commercial General Liability insurance with limits not less than One Million and No/100 Dollars ($1,000,000.00) per one occurrence Two Million and No/100 Dollars ($2,000,000.00) aggregate; (i) Commercial Auto Liability insurance on all owned, non-owned and hired automobiles with a minimum combined limit of not less than One Million and No/100 Dollars ($1,000,000.00)per occurrence; and (iii) Workers Compensation insurance providing the statutory benefits and not less than One Million and No/100 Dollars($1,000,000.00)of Employer's Liability coverage. Licensee will include the Licensor as an additional insured on the Commercial General Liability and Auto Liability policies. (b) During the Term,Licensee and Licensor shall each maintain"all risk"property insurance on a replacement cost basis for their owned personal property. 8. INTERFERENCE. (a) Prior to or concurrent with the execution of this Agreement,Licensor has provided or will provide Licensee with a list of radio frequency user(s) and frequencies used on the Property as of the Effective Date. Licensee warrants that its use of the Premises will not interfere with those existing radio frequency uses on the Property, as long as those existing radio frequency user(s) operate and continue to operate within their respective frequencies and in accordance with all applicable laws and regulations. (b) Licensor will not grant,after the date of this Agreement, a lease, license or any other right to any third party, if the exercise of such grant may in any way adversely affect or interfere with the Communication Facility, the operations of Licensee or the rights of Licensee under this Agreement. Licensor will notify Licensee in writing prior to granting any third party the right to install and operate communications equipment on the Property. (c) Licensor will not, nor will Licensor permit its employees, Licensees, licensees, invitees, agents or independent contractors to,interfere in any way with the Communication Facility,the operations of Licensee or the rights of Licensee under this Agreement. Licensor will cause such interference to cease within twenty-four(24)hours after receipt of notice of interference from Licensee. In the event any such interference does not cease within the aforementioned cure period,Licensor shall cease all operations which are suspected of causing interference (except for intermittent testing to determine the cause of such interference)until the interference has been corrected. (d) For the purposes of this Agreement, "interference" may include,but is not limited to, any use on the Property that causes electronic or physical obstruction with, or degradation of, the communications signals from the Communication Facility. 9. INDEMNIFICATION. (a) Licensee agrees to indemnify, defend and hold Licensor harmless from and against any and all injury, loss, damage or liability (or any claims in respect of the foregoing), costs or expenses 3 Cell Site Number: Cell Site Name: (including reasonable attorneys' fees and court costs) arising directly from the installation, use, maintenance,repair or removal of the Communication Facility or Licensee's breach of any provision of this Agreement, except to the extent attributable to the negligent or intentional act or omission of Licensor, its employees, agents or independent contractors. Any requirements of this section are only to the limits set forth in§768.28,Florida Statutes. (b) Licensor agrees to indemnify, defend and hold Licensee harmless from and against any and all injury, loss, damage or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable attorneys' fees and court costs) arising directly from the actions or failure to act of Licensor, its employees or agents, or Licensor's breach of any provision of this Agreement, except to the extent attributable to the negligent or intentional act or omission of Licensee, its employees, agents or independent contractors. (c) The indemnified party: (i) shall promptly provide the indemnifying party with written notice of any claim,demand, lawsuit,or the like for which it seeks indemnification pursuant to this Section and provide the indemnifying party with copies of any demands, notices, summonses, or legal papers received in connection with such claim, demand, lawsuit, or the like; (ii) shall not settle any such claim, demand,lawsuit,or the like without the prior written consent of the indemnifying party;and(iii)shall fully cooperate with the indemnifying party in the defense of the claim,demand, lawsuit,or the like. A delay in notice shall not relieve the indemnifying party of its indemnity obligation, except (1) to the extent the indemnifying party can show it was prejudiced by the delay; and (2)the indemnifying party shall not be liable for any settlement or litigation expenses incurred before the time when notice is given. 10. WARRANTIES. (a) Licensee and Licensor each acknowledge and represent that it is duly organized, validly existing and in good standing and has the right,power and authority to enter into this Agreement and bind itself hereto through the party set forth as signatory for the party below. (b) Licensor represents, warrants and agrees that: (i) Licensor solely owns the Property as a legal lot in fee simple, or controls the Property by easement, lease or license; (ii)the Property is not and will not be encumbered by any liens, restrictions, mortgages, covenants, conditions, easements, leases, or any other agreements of record or not of record, which would adversely affect Licensee's Permitted Use and enjoyment of the Premises under this Agreement;(iii)as long as Licensee is not in default then Licensor grants to Licensee quiet and peaceful use,enjoyment and possession of the Premises without hindrance or ejection by any persons lawfully claiming under Licensor; (iv) Licensor's execution and performance of this Agreement will not violate any laws,ordinances,covenants or the provisions of any mortgage,lease or other agreement binding on Licensor;and(v)if the Property is or becomes encumbered by a deed to secure a debt, mortgage or othersecurity interest, Licensor will provide promptly to Licensee a subordination, non-disturbance and attornment agreement to be executed by Licensee, Licensor and the holder of such security interest. 11. ENVIRONMENTAL. (a) Licensor represents and warrants that to the best of Licensor's knowledge,the Property,as of the date of this Agreement,is free of hazardous substances,including asbestos-containing materials and lead paint. Licensor and Licensee agree that each will be responsible for compliance with any and all applicable governmental laws,rules, statutes,regulations,codes,ordinances,or principles of common law regulating or imposing standards of liability or standards of conduct with regard to protection of the 4 Cell Site Number: Cell Site Name: environment or worker health and safety, as may now or at any time hereafter be in effect, to the extent such apply to that party's activity conducted in or on the Property. (b) Licensor and Licensee agree to hold harmless and indemnify the other from,and to assume all duties,responsibilities and liabilities at the sole cost and expense of the indemnifying party for,payment of penalties,sanctions,forfeitures,losses,costs or damages,and for responding to any action,notice,claim, order, summons,citation, directive, litigation,investigation or proceeding("Claims"),to the extent arising from that party's breach of its obligations or representations under Section 11 (a). Licensor agrees to hold harmless and indemnify Licensee from, and to assume all duties,responsibilities and liabilities at the sole cost and expense of Licensor for,payment of penalties,sanctions,forfeitures,losses,costs or damages,and for responding to any Claims,to the extent arising from subsurface or other contamination of the Property with hazardous substances prior to the effective date of this Agreement or from such contamination caused by the acts or omissions of Licensor during the Term. Licensee agrees to hold harmless and indemnify Licensor from, and to assume all duties, responsibilities and liabilities at the sole cost and expense of Licensee for, payment of penalties, sanctions, forfeitures, losses, costs or damages, and for responding to any Claims,to the extent arising from hazardous substances brought onto the Property by Licensee. (c) The indemnifications of this Section 11 specifically include reasonable costs,expenses and fees incurred in connection with any investigation of Property conditions or any clean-up, remediation, removal or restoration work required by any governmental authority. The provisions of this Section 11 will survive the expiration or termination of this Agreement. (d) In the event Licensee becomes aware of any hazardous substances on the Property,or any environmental, health or safety condition or matter relating to the Property, that, in Licensee's sole determination, renders the condition of the Premises or Property unsuitable for Licensee's use, Licensee will have the right,in addition to any other rights it may have at law or in equity,to terminate this Agreement upon written notice to Licensor. 12. ACCESS. At all times throughout the Term of this Agreement, and at no additional charge to Licensee,Licensee and its employees,agents,and subcontractors,will have twenty-four(24)hour per day, seven(7)day per week pedestrian and vehicular access("Access")to and over the Property,from an open and improved public road to the Premises, for the installation, maintenance and operation of the Communication Facility and any utilities serving the Premises. 13. REMOVAL/RESTORATION. All portions of the Communication Facility brought onto the Property by Licensee will be and remain Licensee's personal property and, at Licensee's option, may be removed by Licensee at any time during the Term. Licensor covenants and agrees that no part of the Communication Facility constructed, erected or placed on the Premises by Licensee will become, or be considered as being affixed to or a part of,the Property, it being the specific intention of Licensor that all improvements of every kind and nature constructed,erected or placed by Licensee on the Premises will be and remain the property of Licensee and may be removed by Licensee at any time during or after the Term. Licensee shall,upon expiration of the Term,or within ninety(90)days after any earlier termination of the Agreement, remove all portions of the communication Facility and restore the Premises to its original condition, reasonable wear and tear and casualty damage excepted. Any portions of the Communication Facility that Licensee does not remove within ninety(90) days after the later of the end of the Term and cessation of Licensee's operations at the Premises shall be deemed abandoned and owned by Licensor.Any expenses incurred by Licensor in removing and disposing of the Communication Facility shall be at Licensee's sole cost and expense and payable to Licensor within thirty(30)days of demand. 5 Cell Site Number: Cell Site Name: • 14. MAINTENANCE/UTILITIES. (a) Licensee will keep and maintain the Premises in good condition,reasonable wear and tear and damage from the elements excepted. Licensor will maintain and repair the Property and access thereto and all areas of the Premises where Licensee does not have exclusive control, in good condition, subject to reasonable wear and tear and damage from the elements. (b) Licensee will be responsible for paying on a monthly or quarterly basis all utilities charges for electricity,telephone service or any other utility used or consumed by Licensee on the Premises. 15. DEFAULT AND RIGHT TO CURE. (a) The following will be deemed a default by Licensee and a breach of this Agreement: (i) non-payment of Rent if such Rent remains unpaid for more than fifteen(15)days after written notice from Licensor of such failure to pay; or(ii)Licensee's failure to perform any other term or condition under this Agreement within thirty(30)days after written notice from Licensor specifying the failure. No such failure, however,will be deemed to exist if Licensee has commenced to cure such default within such period and provided that such efforts are diligently prosecuted to completion.Delay in curing a default will be excused if due to causes beyond the reasonable control of Licensee. If Licensee remains in default beyond any applicable cure period,Licensor will have the right to exercise any and all rights and remedies available to it under law and equity. (b) The following will be deemed a default by Licensor and a breach of this Agreement: (i) Licensor's failure to provide Access to the Premises as required by Section 12 of this Agreement within twenty-four (24) hours after written notice of such failure; (ii) Licensor's failure to perform any term, condition or breach of any warranty or covenant under this Agreement within thirty(30)days after written notice from Licensee specifying the failure. No such failure,however,will be deemed to exist if Licensor has commenced to cure the default within such period and provided such efforts are diligently prosecuted to completion. Delay in curing a default will be excused if due to causes beyond the reasonable control of Licensor. If Licensor remains in default beyond any applicable cure period, Licensee will have: (i) the right to cure Licensor's default and to deduct the costs of such cure from any monies due to Licensor from Licensee,and(ii)any and all other rights available to it under law and equity. 16. ASSIGNMENT/SUBLEASE. Licensee will not have the right to assign this Agreement or sublicense the Premises and its rights herein, in whole or in part,without Licensor's consent. 17. NOTICES. All notices,requests and demands hereunder will be given by first class certified or registered mail,return receipt requested,or by a nationally recognized overnight courier,postage prepaid, to be effective when properly sent and received,refused or returned undelivered. Notices will be addressed to the parties as follows: If to Licensee: Director of Information Technology 1801 27th Street,Building A Vero Beach,FL, 32960 and 6 Cell Site Number: Cell Site Name: County Attorney's Office 1801 27th Street,Building A Vero Beach,FL,32960 With a copy to: Emergency Services Director 4225 43rd Avenue Vero Beach,FL.32967 If to Licensor: TIGR Acquisitions III,LLC c/o TowerPoint Capital,LLC Attn: Chief Executive Officer Cell Site# Cell Site Name: 1170 Peachtree Street, Suite 1650 Atlanta,Georgia 30309 With a copy to: TIGR Acquisitions III,LLC c/o TowerPoint Capital,LLC Attn: General Counsel Cell Site# Cell Site Name: 1170 Peachtree Street, Suite 1650 Atlanta, Georgia 30309 Either party hereto may change the place for the giving of notice to it by thirty(30)days' prior written notice to the other as provided herein. 18. CONDEMNATION. In the event Licensor receives notification of any condemnation proceedings affecting the Property, Licensor will provide notice of the proceeding to Licensee within forty-eight(48) hours. If a condemning authority takes all of the Property, or a portion sufficient, in Licensee's sole determination,to render the Premises unsuitable for Licensee,this Agreement will terminate as of the date the title vests in the condemning authority. The parties will each be entitled to pursue their own separate awards in the condemnation proceeds, which for Licensee will include, where applicable, the value of its Communication Facility,moving expenses,prepaid Rent,and business dislocation expenses. Licensee will be entitled to reimbursement for any prepaid Rent on a pro rata basis. 19. CASUALTY. Licensor will provide notice to Licensee of any casualty or other harm affecting the Property within forty-eight (48) hours of the casualty or other harm. If any part of the Communication Facility or Property is damaged by casualty or other harm as to render the Premises unsuitable,in Licensee's sole determination, then Licensee may terminate this Agreement by providing written notice to Licensor, which termination will be effective as of the date of such casualty or other harm. Upon such termination, Licensee will be entitled to collect all insurance proceeds payable to Licensee on account thereof and to be reimbursed for any prepaid Rent on a pro rata basis. Licensor agrees to permit Licensee to place temporary transmission and reception facilities on the Property,but only until such time as Licensee is able to activate a replacement transmission facility at another location; notwithstanding the termination of the Agreement, such temporary facilities will be governed by all of the terms and conditions of this Agreement, including Rent. If Licensor or Licensee undertakes to rebuild or restore the Premises and/or the Communication 7 Cell Site Number: Cell Site Name: Facility, as applicable, Licensor agrees to permit Licensee to place temporary transmission and reception facilities on the Property at no additional Rent until the reconstruction of the Premises and/or the Communication Facility is completed. If Licensor determines not to rebuild or restore the Property, Licensor will notify Licensee of such determination within thirty(30)days after the casualty or other harm. If Licensor does not so notify Licensee, and Licensee decides not to terminate under this Section, then Licensor will promptly rebuild or restore any portion of the Property interfering with or required for Licensee's Permitted Use of the Premises to substantially the same condition as existed before the casualty or other harm. Licensor agrees that the Rent shall be abated until the Property and/or the Premises are rebuilt or restored,unless Licensee places temporary transmission and reception facilities on the Property. 20. WAIVER OF LICENSOR'S LIENS. Licensor waives any and all lien rights it may have, statutory or otherwise,concerning the Communication Facility or any portion thereof. The Communication Facility shall be deemed personal property for purposes of this Agreement, regardless of whether any portion is deemed real or personal property under applicable law; Licensor consents to Licensee's right to remove all or any portion of the Communication Facility from time to time in Licensee's sole discretion and without Licensor's consent. 21. TAXES. (a) Licensor shall be responsible for timely payment of all taxes and assessments levied upon the lands, improvements and other property of Licensor, including any such taxes that may be calculated by the taxing authority using any method, including the income method. Licensee shall be responsible for any taxes and assessments attributable to and levied upon Licensee's improvements on the Premises if and as set forth in this Section 21. Nothing herein shall require Licensee to pay any inheritance, franchise, income,payroll,excise,privilege,rent,capital stock,stamp,documentary,estate or profit tax,or any tax of similar nature,that is or may be imposed upon Licensor. (b) In the event Licensor receives a notice of assessment with respect to which taxes or assessments are imposed on Licensee's improvements on the Premises, Licensor shall provide Licensee with copies of each such notice immediately upon receipt, but in no event later than thirty(30)days after the date of such notice of assessment. Licensee shall reimburse Licensor for the tax or assessments identified on the notice of assessment on Licensee's improvements,which has been paid by Licensor. If Licensor seeks reimbursement from Licensee,Licensor shall,no later than thirty(30)days after Licensor's payment of the taxes or assessments for the assessed tax year, provide Licensee with written notice including evidence that Licensor has timely paid same, and Licensor shall provide to Licensee any other documentation reasonably requested by Licensee to allow Licensee to evaluate the payment and to reimburse Licensor. (c) For any tax amount for which Licensee is responsible under this Agreement,Licensee shall have the right to contest, in good faith, the validity or the amount thereof using such administrative, appellate or other proceedings as may be appropriate in the jurisdiction, and may defer payment of such obligations,pay same under protest,or take such other steps as Licensee may deem appropriate. This right shall include the ability to institute any legal, regulatory or informal action in the name of Licensor, Licensee, or both,with respect to the valuation of the Premises. Licensor shall cooperate with respect to the commencement and prosecution of any such proceedings and will execute any documents required therefor. The expense of any such proceedings shall be borne by Licensee and any refunds or rebates secured as a result of Licensee's action shall belong to Licensee,to the extent the amounts were originally paid by Licensee. 8 Cell Site Number: Cell Site Name: (d) Licensee shall have the right but not the obligation to pay any taxes due by Licensor hereunder if Licensor fails to timely do so, in addition to any other rights or remedies of Licensee. (e) Notwithstanding anything to the contrary contained in this Section 21,Licensee shall have no obligation to reimburse any tax or assessment for which the Licensor is reimbursed or rebated by a third party. 22. MISCELLANEOUS. (a) Amendment/Waiver. This Agreement cannot be amended,modified or revised unless done in writing and signed by Licensor and Licensee. No provision may be waived except in a writing signed by both parties. The failure by a party to enforce any provision of this Agreement or to require performance by the other party will not be construed to be a waiver, or in any way affect the right of either party to enforce such provision thereafter. (b) Limitation of Liability. Except for the indemnity obligations set forth in this Agreement, and otherwise notwithstanding anything to the contrary in this Agreement, Licensee and Licensor each waives any claims that each may have against the other with respect to consequential, incidental or special damages,however caused,based on any theory of liability. (c) Compliance with Law. Licensee agrees to comply with all federal, state and local laws, orders, rules and regulations ("Laws")applicable to Licensee's use of the Communication Facility on the Property.Licensor agrees to comply with all Laws relating to Licensor's ownership and use of the Property and any improvements on the Property. (e) Bind and Benefit. The terms and conditions contained in this Agreement will run with the Property and bind and inure to the benefit of the parties,their respective heirs, executors, administrators, successors and assigns. (f) Severability. If any provision contained in this Agreement (or any portion of such provision) shall be held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement (or any portion of any such provision.) (g) Entire Agreement. This Agreement and the exhibits attached hereto,all being a part hereof, constitute the entire agreement of the parties hereto and will supersede all prior offers, negotiations and agreements with respect to the subject matter of this Agreement. Except as otherwise stated in this Agreement, each party shall bear its own fees and expenses(including the fees and expenses of its agents, brokers, representatives, attorneys, and accountants) incurred in connection with the negotiation, drafting, execution and performance of this Agreement and the transactions it contemplates. (h) Governing Law. This Agreement will be governed by the laws of the state in which the Premises are located,without regard to conflicts of law. (i) Interpretation. Unless otherwise specified, the following rules of construction and interpretation apply: (i)captions are for convenience and reference only and in no way define or limit the construction of the terms and conditions hereof;(ii)use of the term "including"will be interpreted to mean "including but not limited to"; (iii)whenever a party's consent is required under this Agreement, except as otherwise stated in this Agreement or as same may be duplicative, such consent will not be unreasonably withheld, conditioned or delayed; (iv)exhibits are an integral part of this Agreement and are incorporated 9 Cell Site Number: Cell Site Name: by reference into this Agreement; (v) use of the terms "termination" or "expiration" are interchangeable; (vi)reference to a default will take into consideration any applicable notice,grace and cure periods;(vii)to the extent there is any issue with respect to any alleged, perceived or actual ambiguity in this Agreement, the ambiguity shall not be resolved on the basis of who drafted the Agreement; (viii) the singular use of words includes the plural where appropriate and (ix) if any provision of this Agreement is held invalid, illegal or unenforceable,the remaining provisions of this Agreement shall remain in full force if the overall purpose of the Agreement is not rendered impossible and the original purpose,intent or consideration is not materially impaired. (j) Affiliates.All references to"Licensee"shall be deemed to include any Affiliate of Licensee using the Premises for any Permitted Use or otherwise exercising the rights of Licensee pursuant to this Agreement. "Affiliate"means with respect to a party to this Agreement,any person or entity that(directly or indirectly) controls, is controlled by, or under common control with,that party. "Control"of a person or entity means the power(directly or indirectly) to direct the management or policies of that person or entity,whether through the ownership of voting securities,by contract,by agency or otherwise. (k) Survival. Any provisions of this Agreement relating to indemnification shall survive the termination or expiration hereof. In addition, any terms and conditions contained in this Agreement that by their sense and context are intended to survive the termination or expiration of this Agreement shall so survive. (1) W-9. As a condition precedent to payment, Licensor agrees to provide Licensee with a completed IRS Form W-9, or its equivalent, upon execution of this Agreement and at such other times as may be reasonably requested by Licensee, including,any change in Licensor's name or address. (m) Execution/No Option. The submission of this Agreement to any party for examination or consideration does not constitute an offer, reservation of or option for the Premises based on the terms set forth herein. This Agreement will become effective as a binding Agreement only upon the handwritten legal execution,acknowledgment and delivery hereof by Licensor and Licensee. This Agreement may be executed in two(2)or more counterparts,all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties.All parties need not sign the same counterpart. (n) Attorneys'Fees. In the event that any dispute between the parties related to this Agreement should result in litigation,the prevailing party in such litigation shall be entitled to recover from the other party all reasonable fees and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys' fees and expenses. Prevailing party means the party determined by the court to have most nearly prevailed even if such party did not prevail in all matters. This provision will not be construed to entitle any party other than Licensor, Licensee and their respective Affiliates to recover their fees and expenses. [SIGNATURES APPEAR ON NEXT PAGE] 10 Cell Site Number: Cell Site Name: 1N W TNESS OF, Licens r has caused this instrument to be signed and sealed on its behalf this day of , 2021. Licensor: TIGR ACQUISITIONS III,LLC -'� Jesse M. Wellner Chief Executive Officer 1170 Peachtree Street, Suite 1650 Atlanta, Georgia 30309 678-775-0360 678-775-0361 STATE OF GEORGIA COUNTY OF FULTON } SS. On this CJ f` day of AIL, , 2021, before me, the undersigned notary public, personally appear-• LTIVellner, and proved to me through satisfactory evidence of identification, which was •- sonal knowledge/1 iver's license/passport/ (circle one), to be the person whose name is • • -- • -ceding or attached document .nnac owledged to me that heir he signed it voluntarily for its stated purpose as Chief Executive 0 icer of TIGACQUISIT • S „I C. �. r_ iterrA �. {affix notary seal or stamp} Notary Public My Commission Expires: 10-19- 022 Pamela R Martin NOTARY PUBLIC Cherokee County,GEORGIA My Commission Expires 10/19/2022 Cell Site Number: Cell Site Name: IN WITNESS WHEREOF, Licensee has caused this instrument to be signed and sealed on its behalf this day of , 2021. Licensee: INDIAN RIVE COU TY, FLORIDA Jason E. Bro aunty Administrator 1801 27th St F OED AS TO FORM Vero Beach, :rids 32960 AND LEGAL SUFFICIENCY BY _ DYLAN REiNGOLD COUNTY ATTORNEY STATE OF k-- Iortd0. COUNTY OF i n Ck t G n t V Qir } ss. \Iaro aeck_ch The foregoing instrument was acknowledged before me, by means of physical presence or online notarization, this `Ohr day of - cNenn bz( , 2021 by Jason E. Brown, the County Administrator of Indian River County,Florida, a political subdivision of the State of Florida, who is personally known or produced identification in the form of . NOTARY/� � PUBLIC c ^V ^1 NOTORIAL SEAL Printed Name: fV\c v . 5.1/2-04eS Commission No.: GO q t8°so „;MIP"' OKES Commission expiration: 0413012627 "rte of Florida ,����„ G 918050 MAURA STOKES L ;IIIIj n ExpiresNotary Public-State of Florida 0, 2023 '•� •' Commission #GG 918050 +; " o s My Commission Expires ''',,,,,,"\ September 30, 2023 Cell Site Number: Cell Site Name: EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY The Land referred to herein below is situated in the County of Indian River, State of Florida, and is described as follows: A PARCEL OF LAND LOCATED IN THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 18, TOWNSHIP 31 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA; LESS THE EAST 20 ACRES THEREOF AND A PORTION OF THE SOUTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 18, TOWNSHIP 31 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF SAID SECTION 18,TOWNSHIP 31 SOUTH,RANGE 39 EAST;THENCE SOUTH 89°22'36" WEST,ALONG THE NORTH LINE OF THE SAID NORTHEAST 1/4 OF SECTION 18,A DISTANCE OF 657.45 FEET TO THE NORTHWEST CORNER OF THE SAID EAST 20 ACRES OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4; THENCE SOUTH 00°01'24" WEST,ALONG THE WEST LINE OF THE SAID EAST 20 ACRES,A DISTANCE OF 1325.55 FEET, TO A POINT IN THE SOUTH LINE OF THE SAID NORTHEAST 1/4 OF THE NORTHEAST 1/4;SAID PONT ALSO BEING THE NORTHWEST CORNER OF SEBASTIAN HIGHLANDS UNIT 9, AS RECORDED IN PLAT BOOK 6, PAGE 36A, PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA; THENCE CONTINUE ALONG THE BOUNDARY OF SAID PLAT OF SEBASTIAN HIGHLANDS, UNIT 9, THE FOLLOWING COURSES AND DISTANCES: THENCE CONTINUE SOUTH 00°01'24" WEST,A DISTANCE OF 130.65 FEET TO A POINT IN A CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 435.64 FEET,THE CHORD OF WHICH BEARS NORTH 85°20'21" WEST; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, A DISTANCE OF 70.30 FEET, THROUGH A CENTRAL ANGLE OF 09°14'48", DEPARTING SAID PLATTED BOUNDARY; THENCE N 00°01'24" E, A DISTANCE OF 54.11 FEET; THENCE S89°19'02" W A DISTANCE OF 71.5 FEET MORE OR LESS,TO THE EASTERLY WATERS EDGE OF SCHUMANN LAKE; THENCE NORTHWESTERLY, WESTERLY, SOUTHERLY, SOUTHEASTERLY, SOUTHWESTERLY, WESTERLY AND SOUTHERLY MEANDER THE WATERS EDGE OF SCHUMANN LAKE,A DISTANCE OF 1847 FEET,MORE OR LESS,TO THE SOUTH LINE OF THE SAID SOUTHEAST ONE QUARTER (SE1/4) OF THE NORTHEAST ONE-QUARTER (NE1/4); THENCE S89°15'23" W ALONG THE SOUTH LINE OF THE SAID SOUTHEAST ONE-QUARTER (SE1/4) OF THE NORTHEAST ONE-QUARTER (NE1/4) A DISTANCE OF 97.9 FEET, MORE OR LESS, TO THE SOUTHWEST CORNER OF THE SAID SOUTHEAST ONE-QUARTER (SE1/4) OF THE NORTHEAST ONE-QUARTER(NE1/4);THENCE N 00°01'25"W ALONG THE WEST LINE OF THE SAID EAST 1/2 OF THE NE1/4,A DISTANCE OF 2652.47 FEET TO THE AFORESAID NORTH LINE OF THE NE1/4;THENCE 89°2T36"EAST ALONG THE SAID NORTH LINE A DISTANCE OF 673.15 FEET TO THE POINT OF BEGINNING. SAID LAND LYING AND BEING IN INDIAN RIVER COUNTY,FLORIDA. Cell Site Number: Cell Site Name: • EXHIBIT B DESCRIPTION OF THE PREMISES AND EQUIPMENT OWNED BY LICENSEE Table 1.0-Antenna Attachments Elevation Carrier Mount Equipment Feedlines Location (AGL,ft) 290 (1)RFS/Celwave BMR12-A-B1 Indian River (1)Side Arm (3) 1/2 Face C 280 County @ 280-ft (1)Bird Technologies Group 429- (2)7/8 83H-01-T 288 (1)Side Arm (1)RFS/Celwave BMR12-A-B1 (2) 1 5/8 278 @ 278-ft (1)dbSpectra ATS8TMA18 287 (2)Side Arms (1)RFS/Celwave BMR12-A-B1 (1) 1 5/8 285 @ 277-ft (1)Andrew DB810E-PS (1) /2 1 (1) 1/2 261 (1)Side Arm (1)Decibel DB810K Indian River Mount @ 252- (3) 1 5/8 Face C 243 Countyft (1)Decibel DB810K 232 (1)Pipe Mount (1)RFS/Celwave PAD8-65AC (1)WE65 239 (1)Side Arm (1)Andrew DB810E-PS (1) 1 5/8 @ 231-ft 196 Indian River (1)Pipe Mount (1)RFS/Celwave PAD6-65A (1)EW63 Face C County 175 Indian River (1)Pipe Mount (1)RFS/Celwave PAD6-65A (1)WE65 Face B County Indian River (1)Side Arm 159 County Mount @ 153- (1)Decibel DB224 (1) 7/8 Face B ft (1)Pipe Mount (1)RFS/Celwave PAD6-65A (1)WE65 135 (1)Pipe Mount (1)RFS/Celwave PAD6-65AC (1)WE65 120 Inttintiver Face B (1) 12' 117 Horizontal x 2" (1)Radiowaves G3-2.4 (1)7/8 Pipe Mount Connection Space(Licensee's retained cabling): Licensee retains the following cabling: Reference Feedlines column in Table 1.0—Antenna Attachments above. Location of Ground Space(Licensee's retained equipment): Cell Site Number: Cell Site Name: In the only building located on the site,which is separated into two rooms,Licensee retains the South room(20' x 27')and all contents contained within the room; including but not limited to: equipment, racks, air conditioning units,etc. (1)Generac 130 KW Generator, located immediately Southeast of the building (1) 1000-gallon propane tank located in the Southeast corner of the site (1) 500-gallon propane tank located in the Southeast corner of the site Cell Site Number: Cell Site Name: EXHIBIT B-1 GEOLINE AS-BUILT SURVEY PAGE of Cell Site Number: Cell Site Name: BILL OF SALE THIS BILL OF SALE is to be effective as of this day of , 2021, by and between Indian River County, Florida having an address at 1801 27th Street, Vero Beach, Florida 32960 ("Seller"), and TIGR Acquisitions III, LLC, a Delaware limited liability company, having an address at 1170 Peachtree Street, Suite 1650, Atlanta, Georgia 30309 ("Purchaser"). WHEREAS, Seller and Purchaser (or one of its affiliates) have entered into a Purchase and Sale Agreement dated as of the 17th day of August, 2021 (the "Purchase Agreement", with capitalized terms used herein without definition having the meanings set forth therein), which provides for the purchase by Purchaser from Seller of the Tower Assets; and NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows: 1. (a) Seller hereby assigns, transfers, conveys, sells and delivers to Purchaser, its successors and assigns, each and all of the Tower Assets relating to the Tower listed on Exhibit A attached hereto, intending hereby to convey all of the right, title and interest of Seller therein. All assets listed on Exhibit B shall remain the property of Seller. (b) TO HAVE AND TO HOLD the Tower Assets unto Purchaser and its successors and assigns forever, to its and their own use and benefit. 2. Seller hereby covenants and agrees with Purchaser, its successors and assigns, to do, execute, acknowledge and deliver to, or to cause to be done, executed, acknowledged and delivered to, Purchaser, its successors and assigns, all such further acts, instruments of sale, transfer, assignment, and conveyance and all such notices, releases, acquittances, certificates of title and other documents as may be necessary for the selling, assigning, transferring, conveying, delivering, assuring and confirming to Purchaser, its successors and assigns, any or all of the Tower Assets. 3. This Bill of Sale shall not be deemed to supersede any of the provisions of the Purchase Agreement, and the representations and warranties contained in the Purchase Agreement are incorporated by reference herein and made a part hereof as if fully set forth herein. In the event of a conflict between the terms hereof and the terms thereof, the terms of the Purchase Agreement shall prevail. 4. All of the terms and provisions of this Bill of Sale shall be binding upon Seller, its successors and assigns and shall inure to the benefit of Purchaser, its successors and assigns. 5. This Bill of Sale may be executed in counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same instrument. Facsimile and .PDF signatures on this Bill of Sale shall be deemed to be original signatures. Asset File#: TwPA0035492 • IN WITNESS WHEREOF, each party has caused this Bill of Sale to be duly executed and delivered in its name and on its behalf, as of the date first above written. SELLER: INDIAN RIVER COUNTY, FLORIDA By: Name: Jas . Brown Title: CO � Administrator PURCHASER: TIGR ACQUISITIONS III, LLC By: Name: Jesse M. Wellner Title: Chief Executive Officer APPROVED AS TO FORM AND LEGAL SUFFICIENCY YLAN P E NGOLO COUNTY ATTORNEY Asset File#: TwPA0035492 Exhibit A Site Name Indian River Site Address TBD,Sebastian,FL 32958 Latitude,Longitude 27.47163. 80.2754 Site Attributes Tower# AGL(ft.) Tower Type Ground #of Leases Year Bualt Ownership 1 I 280 I Lattice 1 Owned T 6 I 1995 Asset File#: TwPA0035492 Exhibit B Table 1.0 - Antenna Attachments Elevation) (AGL,ft) Carrier Mount Equipment Feedlines Location 290 (1)RFS/Celwave BMR12-A-B1 280 Indian River (1) Side (1) Bird Technologies Group (3)2 1/2 Face C County Arm 429- ( ) 7/8 288 (1) Side (1)RFS/Celwave BMR12-A-B 1 (2) 1 5/8 278 Arm (1)dbSpectraATS8TMA18 287 (1)RFS/Celwave BMR12-A-B1 (1) 1 5/8 (2) Side (1) 7/8 285 Arms (1)Andrew DB810E-PS (11 1/7 261 Indian River (1) Side Arm (1)Decibel DB810K _ 243 County h252-ount @ (1)Decibel DB810K (3) 1 5/8 Face C 232 (1)Pipe Mount (1)RFS/Celwave PAD8-65AC (1)WE65 239 (1) Side Arm (1)Andrew DB810E-PS (1) 1 5/8 @231-ft 196 In C Rivery (1)Pipe Mount (1)RFS/Celwave PAD6-65A (1)EW63 Face C 175 nt Indian River County (1)Pipe Mount (1)RFS/Celwave PAD6-65A (1)WE65 Face B Indian River (1) Side Arm 159 County Mount @ (1)Decibel DB224 (1) 7/8 Face B 153-ft (1)Pipe (1)RFS/Celwave PAD6-65A (1)WE65 135 Mount (1)Pipe (1) RFS/CelwavePAD6-65AC (1) WE65 120 Innver Mount Face B (1) 12' 117 Horizontal x (1)Radiowaves G3-2.4 (1) 7/8 2" Pipe Connection Space(Licensee's retained cabling): Licensee retains the following cabling: Reference Feedlines column in Table 1.0—Antenna Attachments above. Location of Ground Space(Licensee's retained equipment): In the only building located on the site,which is separated into two rooms,Licensee retains the South room (20'x 27')and all contents contained within the room; including but not limited to: equipment,racks,air conditioning units,etc. (1)Generac 130 KW Generator, located immediately Southeast of the building (1) 1000-gallon propane tank located in the Southeast corner of the site (1)500-gallon propane tank located in the Southeast corner of the site Asset File#: TwPA0035492 Tower and Equipment Shelter , . f /' II,:k A . / 7, jt t , _... .., .,.- . i4. 7' - - '''''''''' i 1 '')'i •. - iff., oak /...., i .... If a .. . /.4gii.1. i li all .,....„.„...... . -,. -„,,. .„, ...,.. „ Asset File# TwPA0035492 INFORMATION FOR REAL ESTATE 1099-S REPORT FILING (as required by the Internal Revenue Service) Section 6045(e) of the Internal Revenue Code, as amended by the Tax Reform Act of 1986, requires the reporting of certain information on every real estate transaction. From the information you provide below, a Form 1099-S will be produced,and a copy of it will be furnished to the IRS and to you no later than February 1st of the next year. If you fail to furnish adequate information (in particular, a taxpayer identification number) then you may be subject to civil or criminal penalties imposed by law. Closing Date: IU ove r e (7_ , 2021 Transaction Type: Commercial TRANSACTION INFORMATION Seller's Name: Indian River County, Florida Taxpayer Identification Number: 59-6000674 Address: 1801 27th Street Vero Beach, Florida 32960 Gross Proceeds: $4,100,000.00 Description of Property: Commercial property located in Indian River County, and being known as 810 Bailey Drive, Sebastian, Florida 32958 * * * * * * I certify that the above information is correct and I understand that it will appear on a Form 1099-S that will be sent to me and to the Internal Revenue Service. Sworn to and subscribed before me on OWNER: Indian River County, Florida NOV. tO , 2021. By: & �' 11 Notary Public Name: Ja-. . Brown Title: Ct Administrator My commission expires: k I SO I23. [NOTARY SEAL] Aar"FAOVED AS TO FORM Fe;`„L, La'C;Al. SUFFICIENCY MAURA STOKES :° co';Notary Public-State of Florida `'I= 'c' Commission # GG 918050 " ''"e My Commission Expires BY �_s ..- ',moo September 30, 2023 REINGOLD COUNTY ATTORNEY Asset File#TwPA0035492 Request for Taxpayer Give Form to the Form (Rev.October 2018) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. Indian River County, Florida 2 Business name/disregarded entity name,if different from above 03 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to m following seven boxes. certain entities,not individuals;see a instructions on page 3): p ❑ Individual/sole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate ai single-member LLC Exempt payee code(if any) ao 13 ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► `o 2 Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting N LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is 'C another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that code(if any) O. is disregarded from the owner should check the appropriate box for the tax classification of its owner. D Other(see instructions)► (Applies to accounts maintained outside the U.S.) y 5 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional) 4) 1801 27th Street, Buidling A 6 City,state,and ZIP code Vero Beach, Florida 32960 7 List account number(s)here(optional) Part I Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid I Social security number backup withholding.For individuals,this is generally your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other - - entities,it is your employer identification number(EIN).If you do not have a number,see How to get a TIN,later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and [Employer identification number Number To Give the Requester for guidelines on whose number to enter. 5 9 - 6 0 0 0 6 7 4 Part II Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.I am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later. Sign Signature of Here U.S.person► Date► General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise •Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest information about developments •Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to www.irs.gov/FormW9. •Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest),1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption •Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number (EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident amount reportable on an information return.Examples of information alien),to provide your correct TIN. returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X Form W-9(Rev.10-2018) Form W-9(Rev.10-2018) Page 2 By signing the filled-out form,you: Example.Article 20 of the U.S.-China income tax treaty allows an 1.Certify that the TIN you are giving is correct(or you are waiting for a exemption from tax for scholarship income received by a Chinese number to be issued), student temporarily present in the United States.Under U.S.law,this 2.Certify that you are not subject to backup withholding,or student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years.However,paragraph 2 of 3.Claim exemption from backup withholding if you are a U.S.exempt the first Protocol to the U.S.-China treaty(dated April 30, 1984)allows payee.If applicable,you are also certifying that as a U.S.person,your the provisions of Article 20 to continue to apply even after the Chinese allocable share of any partnership income from a U.S.trade or business student becomes a resident alien of the United States.A Chinese is not subject to the withholding tax on foreign partners'share of student who qualifies for this exception(under paragraph 2 of the first effectively connected income,and protocol)and is relying on this exception to claim an exemption from tax 4.Certify that FATCA code(s)entered on this form(if any)indicating on his or her scholarship or fellowship income would attach to Form that you are exempt from the FATCA reporting,is correct.See What is W-9 a statement that includes the information described above to FATCA reporting,later,for further information. support that exemption. Note:If you are a U.S.person and a requester gives you a form other If you are a nonresident alien or a foreign entity,give the requester the than Form W-9 to request your TIN,you must use the requester's form if appropriate completed Form W-8 or Form 8233. it is substantially similar to this Form W-9. Backup Withholding Definition of a U.S.person.For federal tax purposes,you are considered a U.S.person if you are: What is backup withholding?Persons making certain payments to you •An individual who is a U.S.citizen or U.S.resident alien; must under certain conditions withhold and pay to the IRS 24%of such payments.This is called"backup withholding." Payments that may be •A partnership,corporation,company,or association created or subject to backup withholding include interest,tax-exempt interest, organized in the United States or under the laws of the United States; dividends,broker and barter exchange transactions,rents,royalties, •An estate(other than a foreign estate);or nonemployee pay,payments made in settlement of payment card and •A domestic trust(as defined in Regulations section 301.7701 7). third party network transactions,and certain payments from fishing boat operators.Real estate transactions are not subject to backup Special rules for partnerships.Partnerships that conduct a trade or withholding. business in the United States are generally required to pay a withholding You will not be subject to backup withholding on payments you tax under section 1446 on any foreign partners'share of effectively receive if you give the requester your correct TIN,make the proper connected taxable income from such business.Further,in certain cases certifications,and report all your taxable interest and dividends on your where a Form W-9 has not been received,the rules under section 1446 tax return. require a partnership to presume that a partner is a foreign person,and pay the section 1446 withholding tax.Therefore,if you are a U.S.person Payments you receive will be subject to backup withholding if: that is a partner in a partnership conducting a trade or business in the 1.You do not furnish your TIN to the requester, United States,provide Form W-9 to the partnership to establish your 2.You do not certify your TIN when required(see the instructions for U.S.status and avoid section 1446 withholding on your share of Part II for details), partnership income. In the cases below,the following person must give Form W-9 to the 3.The IRS tells the requester that you furnished an incorrect TIN, partnership for purposes of establishing its U.S.status and avoiding 4.The IRS tells you that you are subject to backup withholding withholding on its allocable share of net income from the partnership because you did not report all your interest and dividends on your tax conducting a trade or business in the United States. return(for reportable interest and dividends only),or •In the case of a disregarded entity with a U.S.owner,the U.S.owner 5.You do not certify to the requester that you are not subject to of the disregarded entity and not the entity; backup withholding under 4 above(for reportable interest and dividend •In the case of a grantor trust with a U.S.grantor or other U.S.owner, accounts opened after 1983 only). generally,the U.S.grantor or other U.S.owner of the grantor trust and Certain payees and payments are exempt from backup withholding. not the trust;and See Exempt payee code,later,and the separate Instructions for the •In the case of a U.S.trust(other than a grantor trust),the U.S.trust Requester of Form W-9 for more information. (other than a grantor trust)and not the beneficiaries of the trust. Also see Special rules for partnerships,earlier. Foreign person.If you are a foreign person or the U.S.branch of a What is FATCA Reporting? foreign bank that has elected to be treated as a U.S.person,do not use Form W-9.Instead,use the appropriate Form W-8 or Form 8233(see The Foreign Account Tax Compliance Act(FATCA)requires a Pub.515,Withholding of Tax on Nonresident Aliens and Foreign participating foreign financial institution to report all United States Entities). account holders that are specified United States persons.Certain Nonresident alien who becomes a resident alien.Generally,only a payees are exempt from FATCA reporting.See Exemption from FATCA nonresident alien individual may use the terms of a tax treaty to reduce reporting code,later,and the Instructions for the Requester of Form or eliminate U.S.tax on certain types of income.However,most tax W-9 for more information. treaties contain a provision known as a"saving clause."Exceptions Updating Your Information specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise You must provide updated information to any person to whom you become a U.S.resident alien for tax purposes. claimed to be an exempt payee if you are no longer an exempt payee If you are a U.S.resident alien who is relying on an exception and anticipate receiving reportable payments in the future from this contained in the saving clause of a tax treaty to claim an exemption person.For example,you may need to provide updated information if from U.S.tax on certain types of income,you must attach a statement you are a C corporation that elects to be an S corporation,or if you no to Form W-9 that specifies the following five items. longer are tax exempt.In addition,you must furnish a new Form W-9 if 1.The treaty country.Generally,this must be the same treaty under the name or TIN changes for the account;for example,if the grantor of a which you claimed exemption from tax as a nonresident alien. grantor trust dies. 2.The treaty article addressing the income. Penalties 3.The article number(or location)in the tax treaty that contains the saving clause and its exceptions. Failure to furnish TIN.If you fail to furnish your correct TIN to a 4.The type and amount of income that qualifies for the exemption requester,you are subject to a penalty of$50 for each such failure from tax. unless your failure is due to reasonable cause and not to willful neglect. 5.Sufficient facts to justify the exemption from tax under the terms of Civil penalty for false information with respect to withholding.If you the treaty article. make a false statement with no reasonable basis that results in no backup withholding,you are subject to a$500 penalty. Form W-9(Rev.10-2018) Page 3 Criminal penalty for falsifying information.Willfully falsifying IF the entity/person on line 1 is THEN check the box for... certifications or affirmations may subject you to criminal penalties a(n)... including fines and/or imprisonment. Misuse of TINs.If the requester discloses or uses TINs in violation of • Corporation Corporation federal law,the requester may be subject to civil and criminal penalties. • Individual Individual/sole proprietor or single- • s Specific Instructions Sole proprietorship,or member LLC P • Single-member limited liability Line 1 company(LLC)owned by an individual and disregarded for U.S. You must enter one of the following on this line;do not leave this line federal tax purposes. blank.The name should match the name on your tax return. • LLC treated as a partnership for Limited liability company and enter If this Form W-9 is for a joint account(other than an account U.S.federal tax purposes, the appropriate tax classification. maintained by a foreign financial institution(FFI)),list first,and then • LLC that has filed Form 8832 or (P=Partnership;C=C corporation; circle,the name of the person or entity whose number you entered in 2553 to be taxed as a corporation, or S=S corporation) Part I of Form W-9.If you are providing Form W-9 to an FFI to document or a joint account,each holder of the account that is a U.S.person must provide a Form W-9. • LLC that is disregarded as an entity separate from its owner but a. Individual.Generally,enter the name shown on your tax return.If the owner is another LLC that is you have changed your last name without informing the Social Security not disregarded for U.S.federal tax Administration(SSA)of the name change,enter your first name,the last purposes. name as shown on your social security card,and your new last name. Note:ITIN applicant:Enter your individual name as it was entered on • Partnership Partnership your Form W-7 application,line la.This should also be the same as the • Trust/estate Trust/estate name you entered on the Form 1040/1040A/1040EZ you filed with your Line 4, Exemptions application. xem P b. Sole proprietor or single-member LLC.Enter your individual If you are exempt from backup withholding and/or FATCA reporting, name as shown on your 1040/1040A/1040EZ on line 1.You may enter enter in the appropriate space on line 4 any code(s)that may apply to your business,trade,or"doing business as"(DBA)name on line 2. you. c. Partnership,LLC that is not a single-member LLC,C Exempt payee code. corporation,or S corporation.Enter the entity's name as shown on the • Generally,individuals(including sole proprietors)are not exempt from entity's tax return on line 1 and any business,trade,or DBA name on backup withholding. line 2. • Except as provided below,corporations are exempt from backup d. Other entities.Enter your name as shown on required U.S.federal withholding for certain payments,including interest and dividends. tax documents on line 1.This name should match the name shown on the • Corporations are not exempt from backup withholding for payments charter or other legal document creating the entity.You may enter any made in settlement of payment card or third party network transactions. business,trade,or DBA name on line 2. e. Disregarded entity.For U.S.federal tax purposes,an entity that is • Corporations are not exempt from backup withholding with respect to disregarded as aentity ForsepaU. from its ownpr is treated ase a attorneys'fees or gross proceeds paid to attorneys,and corporations that provide medical or health care services are not exempt with respect "disregarded entity." See Regulations section 301.7701-2(c)(2)(iii).Enter to payments reportable on Form 1099-MISC. the owner's name on line 1.The name of the entity entered on line 1 should never be a disregarded entity.The name on line 1 should be the The following codes identify payees that are exempt from backup name shown on the income tax return on which the income should be withholding.Enter the appropriate code in the space in line 4. reported.For example,if a foreign LLC that is treated as a disregarded 1—An organization exempt from tax under section 501(a),any IRA,or entity for U.S.federal tax purposes has a single owner that is a U.S. a custodial account under section 403(b)(7)if the account satisfies the person,the U.S.owner's name is required to be provided on line 1.If requirements of section 401(f)(2) the direct owner of the entity is also a disregarded entity,enter the first 2—The United States or any of its agencies or instrumentalities owner that is not disregarded for federal tax purposes.Enter the disregarded entity's name on line 2,"Business name/disregarded entity 3—A state,the District of Columbia,a U.S.commonwealth or name."If the owner of the disregarded entity is a foreign person,the possession,or any of their political subdivisions or instrumentalities owner must complete an appropriate Form W-8 instead of a Form W-9. 4—A foreign government or any of its political subdivisions,agencies, This is the case even if the foreign person has a U.S.TIN. or instrumentalities Line 2 5—A corporation If you have a business name,trade name,DBA name,or disregarded 6—A dealer in securities or commodities required to register in the entity name,you may enter it on line 2. United States,the District of Columbia,or a U.S.commonwealth or possession Line 3 7—A futures commission merchant registered with the Commodity Check the appropriate box on line 3 for the U.S.federal tax Futures Trading Commission classification of the person whose name is entered on line 1.Check only 8—A real estate investment trust one box on line 3. 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947 Form W-9(Rev.10-2018) Page 4 The following chart shows types of payments that may be exempt M—A tax exempt trust under a section 403(b)plan or section 457(g) from backup withholding.The chart applies to the exempt payees listed plan above,1 through 13. Note:You may wish to consult with the financial institution requesting IF the payment is for... THEN the payment is exempt this form to determine whether the FATCA code and/or exempt payee for... code should be completed. Interest and dividend payments All exempt payees except Line 5 for 7 Enter your address(number,street,and apartment or suite number). Broker transactions Exempt payees 1 through 4 and 6 This is where the requester of this Form W-9 will mail your information through 11 and all C corporations. returns.If this address differs from the one the requester already has on S corporations must not enter an file,write NEW at the top.If a new address is provided,there is still a exempt payee code because they chance the old address will be used until the payor changes your are exempt only for sales of address in their records. noncovered securities acquired Line 6 prior to 2012. Enter your city,state,and ZIP code. Barter exchange transactions and Exempt payees 1 through 4 patronage dividends Part I. Taxpayer Identification Number (TIN) Payments over$600 required to be Generally,exempt payees Enter your TIN in the appropriate box.If you are a resident alien and reported and direct sales over 1 through 52 you do not have and are not eligible to get an SSN,your TIN is your IRS $5,0001 individual taxpayer identification number(ITIN).Enter it in the social security number box. If you do not have an ITIN,see How to get a TIN Payments made in settlement of Exempt payees 1 through 4 below. payment card or third party network If you are a sole proprietor and you have an EIN,you may enter either transactions your SSN or EIN. 1 See Form 1099-MISC,Miscellaneous Income,and its instructions. If you are a single-member LLC that is disregarded as an entity 2 separate from its owner,enter the owner's SSN(or EIN,if the owner has However,the following payments made to a corporation and one).Do not enter the disregarded entity's EIN.If the LLC is classified as reportable on Form 1099-MISC are not exempt from backup a corporation or partnership,enter the entity's EIN. withholding:medical and health care payments,attorneys'fees,gross Note:See What Name and Number To Give the Requester,later,for proceeds paid to an attorney reportable under section 6045(f),and Q payments for services paid by a federal executive agency. further clarification of name and TIN combinations. Exemption from FATCA reporting code.The following codes identify How to get a TIN.If you do not have a TIN,apply for one immediately. payees that are exempt from reporting under FATCA.These codes To apply for an SSN,get Form SS-5,Application for a Social Security apply to persons submitting this form for accounts maintained outside Card,from your local SSA office or get this form online at of the United States by certain foreign financial institutions.Therefore,if www.SSA.gov.You may also get this form by calling 1-800-772-1213. you are only submitting this form for an account you hold in the United Use Form W-7,Application for IRS Individual Taxpayer Identification States,you may leave this field blank.Consult with the person Number,to apply for an ITIN,or Form SS 4,Application for Employer requesting this form if you are uncertain if the financial institution is Identification Number,to apply for an EIN.You can apply for an EIN subject to these requirements.A requester may indicate that a code is online by accessing the IRS website at www.irs.gov/Businesses and not required by providing you with a Form W-9 with"Not Applicable"(or clicking on Employer Identification Number(EIN)under Starting a any similar indication)written or printed on the line for a FATCA Business.Go to www.irs.gov/Forms to view,download,or print Form exemption code. W-7 and/or Form SS-4. Or,you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 A—An organization exempt from tax under section 501(a)or any business days. individual retirement plan as defined in section 7701(a)(37) If you are asked to complete Form W-9 but do not have a TIN,apply B—The United States or any of its agencies or instrumentalities for a TIN and write"Applied For"in the space for the TIN,sign and date C—A state,the District of Columbia,a U.S.commonwealth or the form,and give it to the requester.For interest and dividend possession,or any of their political subdivisions or instrumentalities payments,and certain payments made with respect to readily tradable D—A corporation the stock of which is regularly traded on one or instruments,generally you will have 60 days to get a TIN and give it to more established securities markets,as described in Regulations the requester before you are subject to backup withholding on section 1.1472-1(c)(1)(i) payments.The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until E—A corporation that is a member of the same expanded affiliated you provide your TIN to the requester. group as a corporation described in Regulations section 1.1472-1(c)(1)(i) Note:Entering"Applied For"means that you have already applied for a F—A dealer in securities,commodities,or derivative financial TIN or that you intend to apply for one soon. instruments(including notional principal contracts,futures,forwards, Caution:A disregarded U.S.entitythat has a foreign owner must use and options)that is registered as such under the laws of the United g States or any state the appropriate Form W-8. G—A real estate investment trust Part II. Certification H—A regulated investment company as defined in section 851 or an To establish to the withholding agent that you are a U.S.person,or entity registered at all times during the tax year under the Investment resident alien,sign Form W-9.You may be requested to sign by the Company Act of 1940 withholding agent even if item 1,4,or 5 below indicates otherwise. I—A common trust fund as defined in section 584(a) For a joint account,only the person whose TIN is shown in Part I J—A bank as defined in section 581 should sign(when required).In the case of a disregarded entity,the K—A broker person identified on line 1 must sign.Exempt payees,see Exempt payee L—A trust exempt from tax under section 664 or described in section code,earlier. 4947(a)(1) Signature requirements.Complete the certification as indicated in items 1 through 5 below. Form W-9(Rev.10-2018) Page 5 1.Interest,dividend,and barter exchange accounts opened For this type of account: Give name and EIN of: before 1984 and broker accounts considered active during 1983. 14.Account with the Department of The public entity You must give your correct TIN,but you do not have to sign the Agriculture in the name of a public certification. entity(such as a state or local 2.Interest,dividend,broker,and barter exchange accounts government,school district,or opened after 1983 and broker accounts considered inactive during prison)that receives agricultural 1983.You must sign the certification or backup withholding will apply.If program payments you are subject to backup withholding and you are merely providing your correct TIN to the requester,you must cross out item 2 in the 15.Grantor trust filing under the Form The trust certification before signing the form. 1041 Filing Method or the Optional 3.Real estate transactions.You must sign the certification.You may Form 1099 Filing Method 2(see Regulations section 1.671-4(b)(2)(i cross out item 2 of the certification. XB)) 4.Other payments.You must give your correct TIN,but you do not List first and circle the name of the person whose number you furnish. have to sign the certification unless you have been notified that you If only one person on a joint account has an SSN,that person's number have previously given an incorrect TIN."Other payments"include must be furnished. payments made in the course of the requester's trade or business for 2 Circle the minor's name and furnish the minor's SSN. rents,royalties,goods(other than bills for merchandise),medical and health care services(including payments to corporations),payments to 3 You must show your individual name and you may also enter your a nonemployee for services,payments made in settlement of payment business or DBA name on the"Business name/disregarded entity" card and third party network transactions,payments to certain fishing name line.You may use either your SSN or EIN(if you have one),but the boat crew members and fishermen,and gross proceeds paid to IRS encourages you to use your SSN. attorneys(including payments to corporations). 4 List first and circle the name of the trust,estate,or pension trust.(Do 5.Mortgage interest paid by you,acquisition or abandonment of not furnish the TIN of the personal representative or trustee unless the secured property,cancellation of debt,qualified tuition program legal entity itself is not designated in the account title.)Also see Special payments(under section 529),ABLE accounts(under section 529A), rules for partnerships,earlier. IRA,Coverdell ESA,Archer MSA or HSA contributions or *Note:The grantor also must provide a Form W-9 to trustee of trust. distributions,and pension distributions.You must give your correct Note:If no name is circled when more than one name is listed,the TIN,but you do not have to sign the certification. number will be considered to be that of the first name listed. What Name and Number To Give the Requester Secure Your Tax Records From Identity Theft For this type of account: Give name and SSN of: Identity theft occurs when someone uses your personal information 1.Individual The individual such as your name,SSN,or other identifying information,without your 2.Two or more individuals(joint The actual owner of the account or,if permission,to commit fraud or other crimes.An identity thief may use account)other than an account combined funds,the first individual on your SSN to get a job or may file a tax return using your SSN to receive maintained by an FFI the account' a refund. 3.Two or more U.S.persons Each holder of the account To reduce your risk: (joint account maintained by an FFI) •Protect your SSN, 4.Custodial account of a minor The minor2 •Ensure your employer is protecting your SSN,and (Uniform Gift to Minors Act) •Be careful when choosing a tax preparer. 5.a.The usual revocable savings trust The grantor-trustee' If your tax records are affected by identity theft and you receive a (grantor is also trustee) notice from the IRS,respond right away to the name and phone number b.So-called trust account that is not The actual owner printed on the IRS notice or letter. a legal or valid trust under state law If your tax records are not currently affected by identity theft but you 6.Sole proprietorship or disregarded The owner3 think you are at risk due to a lost or stolen purse or wallet,questionable entity owned by an individual credit card activity or credit report,contact the IRS Identity Theft Hotline 7.Grantor trust filing under Optional The grantor' at 1-800-908-4490 or submit Form 14039. Form 1099 Filing Method 1(see For more information,see Pub.5027,Identity Theft Information for Regulations section 1.671-4(b)(2)(i) Taxpayers. (A)) Victims of identity theft who are experiencing economic harm or a For this type of account: Give name and EIN of: systemic problem,or are seeking help in resolving tax problems that 8.Disregarded entity not owned by an The owner have not been resolved through normal channels,may be eligible for individual Taxpayer Advocate Service(TAS)assistance.You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 9.A valid trust,estate,or pension trust Legal entity4 1-800-829-4059. 10.Corporation or LLC electing The corporation Protect yourself from suspicious emails or phishing schemes. corporate status on Form 8832 or Phishing is the creation and use of email and websites designed to Form 2553 mimic legitimate business emails and websites.The most common act 11.Association,club,religious, The organization is sending an email to a user falsely claiming to be an established charitable,educational,or other tax- legitimate enterprise in an attempt to scam the user into surrendering exempt organization private information that will be used for identity theft. 12.Partnership or multi-member LLC The partnership 13.A broker or registered nominee The broker or nominee Form W-9(Rev.10-2018) Page 6 The IRS does not initiate contacts with taxpayers via emails.Also,the Privacy Act Notice IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers,passwords,or similar secret access Section 6109 of the Internal Revenue Code requires you to provide your information for their credit card,bank,or other financial accounts. correct TIN to persons(including federal agencies)who are required to If you receive an unsolicited email claiming to be from the IRS, file information returns with the IRS to report interest,dividends,or forward this message to phishing@irs.gov.You may also report misuse certain other income paid abtoandonment you;f ortgage interest the cancellation ou paid;the of of the IRS name,logo,or other IRS property to the Treasury Inspector debt;acquisition octrr butions you of secured tan IRA,Archer orHSh General for Tax Administration(TIGTA)at 1-800-366-4484.You can nsn contributions this you umsese to information theMSfrtofi The forward suspicious emails to the Federal Trade Commission at person returnstioectiuthis form uses the tho the form to file spam@uce.gov or report them at www.ftc.gov/complaint.You can informationnusof t with the tionIRSinclude reporting the information. contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT(877-438-4338). JusticRoutine or civil this information and giving it s,to sthe Department of If you have been the victim of identity theft,see www.IdentityTheft.gov Columbia,fara U.Snd criminal litigation to cities,states,the District of and Pub.5027. and U.S.commonwealths and possessions for use in administering their laws.The information also may be disclosed to other Visit www.irs.gov/ldentityTheft to learn more about identity theft and countries under a treaty,to federal and state agencies to enforce civil how to reduce your risk. and criminal laws,or to federal law enforcement and intelligence agencies to combat terrorism.You must provide your TIN whether or not you are required to file a tax return.Under section 3406,payers must generally withhold a percentage of taxable interest,dividend,and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. CERTIFICATE OF NON FOREIGN STATUS Section 1445 of the Internal Revenue Code provides that a transferee(buyer)of a U.S.real property interest must withhold tax if the transferor (seller) is a foreign person. To inform TIGR Acquisitions III,LLC(the"Transferee")that withholding of tax is not required upon the disposition of a U.S. real property interest by INDIAN RIVER COUNTY, FLORIDA (the "Transferor"),the undersigned hereby certifies the fallowing on behalf of the Transferor: 1. That the Transferor is the owner of the following described property,to wit: Block/lot: Parcel ID: 31-39-18-00000-1000-00002.0 County: Indian River Address: 810 Bailey Drive, Sebastian,Florida 32958 2. The Transferor is not a non-resident alien for purposes of the U.S. income taxation(as such term is defined in the Internal Revenue Code and Income Tax Regulations). 3. The Transferor's U.S.taxpayer identification number is: 59-6000674. 4. The Transferor's address is 1801 27th Street Vero Beach,Florida 32960. 5. The Transferor has presented to the Notary Public,as proof of identity,a valid state/U.S. government issued Photo ID to establish and verify that the Transferor is the same party involved in the subject transaction. ID Type: Issued in the State of: Number: Date of Birth: 6. The Transferor understands that this certification will be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine,imprisonment or both. UNDER PENALTIES OF PERJURY, I DECLARE THAT I HAVE EXAMINED THIS CERTIFICATION AND TO THE BEST OF MY KNOWLEDGE AND BELIEVE IT IS TRUE, CORRECT AND COMPLETE,AND I FURTHER DECLARE THAT I HAVE AUTHORITY TO SIGN THIS DOCUMENT ON BEHALF OF THE TRANSFEROR. DATED: t 1 Z-O 2-1 AS TO FORA/! BY: INDIAN RIVER COUN'Y,FLORIDAREINGOLD GALS � IOI ENC�f BY NAME: .f E. Brown `3,.0 N T Y ATTO R N FY TITLE: my Administrator Sworn to before me this 1 Qday of Ak� ,2021. Notary Public CHRISTINA M.COURNOYER *_` ., MY COMMISSION#GG 320886 :'`'.' ;5: EXPIRES:August 6,2023 ���FOF Ot�� t ed Ttwu Notary Public UnderwntN3 TitlenifestO OWNER'S AFFIDAVIT OF TITLE AND GAP INDEMNITY AGREEMENT STATE OF rlol'jla. ) COUNTY OF Track 1 i je1r } SS: FILE NO.: TFL790552 BEFORE ME,the undersigned,personally appeared Jason E. Brown ("Affiant"), who first being duly sworn, deposes and says: 1. Affiant is the County Administrator of Indian River County.Florida("the"Owner")and is duly authorized to make this Affidavit of Title and Gap Indemnity Agreement("Agreement") on behalf of Owner and to bind Owner as Indemnitor to TitleVest Agency, LLC individually and as agent for First American Title Insurance Company("First American"),under all representations and agreements stated herein. 2. Owner is the titleholder of that certain real property described in the above-referenced Title Commitment or as identified on Exhibit A attached hereto(the Property). 3. Affiant has no knowledge of any unrecorded easements, or claims of easements affecting the Property, except as shown in commitments issued and surveys provided for the Property. 4. No proceedings in bankruptcy or receivership have been instituted by or against the Owner within the last 10 years, and that the Owner has never made an assignment for the benefit of creditors within the last 10 years. 5. Affiant is not aware of any boundary line disputes or discrepancies affecting the Property,or any material encroachments of improvements located on the Property, other than described on surveys provided or described in commitments issued on said Property. 6. Owner has not entered into any written agreement,nor is the Owner aware of anyone else entering into any written agreement with any real estate broker, nor is Owner aware of anyone who has provided licensed services that resulted in the procuring of a person or entity for the purpose of buying, selling,or otherwise conveying or acquiring any interest in the Property. 7. All real estate taxes, special assessments,water and sewer charges, and management fees, if any, are fully paid,except for those real estate taxes to be paid at closing. 8. There are no unrecorded options or contracts to purchase, rights of first refusal, contracts for deed or mortgage commitments,or unrecorded deeds,easements or rights-of-way for users or adverse interest with respect to the Property, except as referenced in the title commitment or in Exhibit B attached hereto (if applicable). 9. There are no unrecorded existing tenancies, leases or other occupancies affecting the Property, except as referenced in the title commitment or in Exhibit B attached hereto(if applicable),and that such unrecorded leases or other occupancies, if any, contain no options to purchase the Property or rights of first refusal, except as referenced in the title commitment or in Exhibit B attached hereto(if applicable). Asset File#TwPA0035492 10. There is no action or proceeding, including, but not limited to, bankruptcy, which is now pending against Owner in any State or Federal Court, nor is there any attachment,judgment or other encumbrance which may now constitute a lien upon the Property, nor are there any claims or pending claims against Owner which may be satisfied through a lien or attachment against the Property. 11. Owner has received no written notice (except as may have been disclosed in the public records of the applicable jurisdiction)of an officially proposed or pending special assessment or a pending taking of any portion of the Property by any governmental body;and to the undersigned's knowledge,there has been no work done on the Property,nor notice received that work is to be done on the Property by the municipality (county,city,borough or township),or at its discretion,including but not limited to the installation of water or sewer lines or of other utilities,or for water or sewer lines or of other utilities,or for improvements such as paving or repaving of streets or alleys,or the installation of curbs and sidewalks. 12. That there are no unrecorded labor,mechanics' or materialmen's liens against the Property,and no material has been furnished to or labor performed upon the Property except such that have been paid for in full. For and in consideration of First American and its agents issuing the policies to be issued under the Title Commitment without taking exception to or making requirements to remedy the effect of(i)interests in the Property described in the affidavit portion of this Agreement("Affidavit Matters") or (ii) interests created by instruments first appearing of record after the effective date of the Title Commitment and prior to the effective date of the policies of title insurance to be issued under the Title Commitment("Gap Matters"), Owner hereby agrees (a)to promptly defend,remove,bond or otherwise dispose of any Affidavit Matter or any Gap Matter that is the result of any act or omission of the Owner and(b)to hold and save First American and its agents harmless, and to protect and indemnify First American and its agents, from and against any and all liabilities or claims of liability, losses, costs,charges,expenses and damages of any kind or character whatsoever, including,but not limited to reasonable attorney's fees,incurred or sustained,directly or indirectly,by First American and its agents by reason of or arising out of any Affidavit Matter or any Gap Matter that is the result of any act or omission of Owner. Affiant makes this Affidavit under the penalty of perjury. dik ' ? Name: J: . .Brown Title: •s Administrator Sworn to before� , me�this /0 day of ✓� eA , 2021 APPROVED AS TO FO AND LEGAL SUFF1C1Eiv . Notary 1�� 7 BYE / DYLAN REINGOLc' f'":* CHRISTINA M.000RNOYER COUNTYATTORN' 4_‘ 14 ! OFMY COMMISSION#GG�32088 6 ;.,.4�e: EXPIRES:August 6,2023 FL . BondedTy.0 Notary Public Ude w Ite( $ Asset File#TwPA0035492 EXHIBIT A The Land referred to herein below is situated in the County of Indian River, State of Florida, and is described as follows: A PARCEL OF LAND LOCATED IN THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 18, TOWNSHIP 31 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA; LESS THE EAST 20 ACRES THEREOF AND A PORTION OF THE SOUTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 18, TOWNSHIP 31 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF SAID SECTION 18,TOWNSHIP 31 SOUTH,RANGE 39 EAST; THENCE SOUTH 89°22'36" WEST, ALONG THE NORTH LINE OF THE SAID NORTHEAST 1/4 OF SECTION 18, A DISTANCE OF 657.45 FEET TO THE NORTHWEST CORNER OF THE SAID EAST 20 ACRES OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4; THENCE SOUTH 00°01'24" WEST, ALONG THE WEST LINE OF THE SAID EAST 20 ACRES, A DISTANCE OF 1325.55 FEET, TO A POINT IN THE SOUTH LINE OF THE SAID NORTHEAST 1/4 OF THE NORTHEAST 1/4; SAID POINT ALSO BEING THE NORTHWEST CORNER OF SEBASTIAN HIGHLANDS UNIT 9,AS RECORDED IN PLAT BOOK 6, PAGE 36A, PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA; THENCE CONTINUE ALONG THE BOUNDARY OF SAID PLAT OF SEBASTIAN HIGHLANDS, UNIT 9, THE FOLLOWING COURSES AND DISTANCES: THENCE CONTINUE SOUTH 00°01'24" WEST, A DISTANCE OF 130.65 FEET TO A POINT IN A CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 435.64 FEET, THE CHORD OF WHICH BEARS NORTH 85°20'21" WEST; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, A DISTANCE OF 70.30 FEET,THROUGH A CENTRAL ANGLE OF 09°14'48",DEPARTING SAID PLATTED BOUNDARY;THENCE N 00°01'24"E,A DISTANCE OF 54.11 FEET;THENCE S89°19'02"W A DISTANCE OF 71.5 FEET MORE OR LESS, TO THE EASTERLY WATERS EDGE OF SCHUMANN LAKE; THENCE NORTHWESTERLY, WESTERLY, SOUTHERLY, SOUTHEASTERLY, SOUTHWESTERLY, WESTERLY AND SOUTHERLY MEANDER THE WATERS EDGE OF SCHUMANN LAKE,A DISTANCE OF 1847 FEET, MORE OR LESS, TO THE SOUTH LINE OF THE SAID SOUTHEAST ONE QUARTER (SE1/4) OF THE NORTHEAST ONE-QUARTER(NEI/4); THENCE S89°15'23" W ALONG THE SOUTH LINE OF THE SAID SOUTHEAST ONE-QUARTER (SE1/4) OF THE NORTHEAST ONE-QUARTER(NE1/4) A DISTANCE OF 97.9 FEET,MORE OR LESS,TO THE SOUTHWEST CORNER OF THE SAID SOUTHEAST ONE-QUARTER (SE1/4)OF THE NORTHEAST ONE-QUARTER(NE1/4);THENCE N 00°01'25"W ALONG THE WEST LINE OF THE SAID EAST 1/2 OF THE NE1/4, A DISTANCE OF 2652.47 FEET TO THE AFORESAID NORTH LINE OF THE NE1/4;THENCE 89°22'36"EAST ALONG THE SAID NORTH LINE A DISTANCE OF 673.15 FEET TO THE POINT OF BEGINNING. SAID LAND LYING AND BEING IN INDIAN RIVER COUNTY, FLORIDA. Asset File#TwPA0035492 Record and Return to: Luke Giordano TitleVest Agency,LLC 110 E.42nd Street, 10th Floor New York,NY 10017 TitleVest Title No.: TFL790552 Prepared by: Jon L.Lober TIGR Acquisitions III,LLC 1170 Peachtree Street,Suite 1650 Atlan : GA 30309 SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE EASEMENT AGREEMENT This easement agreement("Agreement")is made and shall be effective on the 12t day of November,2021 ("Effective Date"), by and between Indian River County, Florida, a political subdivision of the State of Florida("Grantor")and TIGR Acquisitions III,LLC,a Delaware limited liability company("Grantee"). 1. Grantor's Property and the Collocation Agreement. Grantor represents and warrants that it holds fee simple title to certain real property located at 810 Bailey Drive., Sebastian,Florida 32958,as more fully described in the legal description attached hereto as Exhibit A (the "Parent Property"). Grantor and the tenant parties, both those identified in Exhibit B and future tenants (collectively, and individually the "Collocator"), are parties to those certain existing and future leases, subleases, licenses and other agreements which grant others a right to use or occupy a portion of the Easement,including all amendments and modifications thereto,cited in Exhibit B and incorporated by reference herein(each a"Collocation Agreement"). 2. Grant of Easement. For the sum of TEN AND NO/100 DOLLARS and other good and valuable consideration,the receipt and sufficiency of which the parties hereby acknowledge as paid on or about the Effective Date along with the purchase price pursuant to the settlement statement executed contemporaneously with this Agreement("Purchase Price"),Grantor grants and conveys unto Grantee, its successors and assigns, an exclusive easement(subject to any existing Collocation Agreement)for the Permitted Use defined herein,together with a non-exclusive access easement for ingress and egress to and from the exclusive easement, seven days per week, twenty-four hours per day and a non- exclusive utility easement to install, replace and maintain utilities servicing the exclusive easement, including, but not limited to the installation of power and telephone service cable, wires, switches, boxes and the like as may be required by the Permitted Use (collectively "Easement" as further described in Exhibit C). Grantor shall permit Grantee, each Collocator, and any of their affiliates, customers,tenants, subtenants, lessees, sublessees, licensees, successors and/or assigns together with any of the employees, contractors, consultants, and or agents of the foregoing to use the Easement for the installation,construction,operation,maintenance,repair,modification,relocation,replacement and removal of improvements and equipment, including, without limitation, radio transmitting, and Asset File#: TwPA0035492 Page 1 of 11 receiving antennas,microwave dishes,tower and base, equipment shelters and/or cabinets and related cables and utility lines and a location based system, antenna(s), coaxial cable, base units and other associated equipment ("Equipment") necessary for the facilitation of telecommunications, radio and television broadcasting and other related uses,including,but not limited to,any uses permitted by each Collocation Agreement ("Permitted Use"). Grantor represents that there is no pending or threatened action that would adversely affect Grantor's ability to enter into this Agreement or grant the Easement and that entering into this Agreement will not violate or conflict with any provision of Grantor's organizational documents (if Grantor is an organization) or conflict with the provisions of any agreement to which Grantor is a party.Grantor further represents and warrants that Grantee shall have peaceful and quiet possession and enjoyment of the Easement during the term of this Agreement without any disturbance of Grantee's possession or Permitted Use hereunder. 3. Term.Commencing on the Effective Date,the term of this Agreement and the Easement shall be for a perpetual term (the "Term"). Upon notice to Grantor as provided herein, Grantee may surrender the Easement to Grantor and execute such documents reasonably required to terminate the Agreement and the Easement. Grantor may not unilaterally terminate the Agreement or Easement,but if the Easement is not used for the Permitted Use for a period of ten(10)years the Easement shall be deemed abandoned and shall terminate upon Grantor's notice of such default to Grantee as provided herein. Sections 11 and 12 shall survive expiration or termination of this Agreement and shall remain in effect in perpetuity, subject to applicable law. In the event of a casualty that impacts the Easement such that it cannot be used for the Permitted Use,then Grantee shall determine whether or not it will rebuild the cellular tower and communicate such decision to Grantor within six(6)months of such casualty. If Grantee decides it will neither rebuild the tower, nor have another party rebuild the tower then Grantee shall terminate the Easement. 4. Assignment of Lease, Renewal and Right of Collocation. Grantor hereby assigns to Grantee all of Grantor's right, title and interest in each Collocation Agreement for the Term, including the right to renew each Collocation Agreement throughout the Term hereof. Except as provided herein, Grantee agrees to assume all of Grantor's rights and obligations under each Collocation Agreement. If Collocator is obligated under each Collocation Agreement to pay to Grantor any fees(other than base rent and any escalations thereto) for the purpose of utility service or access or tax reimbursement, Grantor shall continue to be entitled to such fees, although Grantee may collect and distribute same to Grantor. Grantor shall continue to perform all obligations of the lessor under each Collocation Agreement which relate to the use,ownership,and maintenance of the Parent Property so that Grantee may fulfill all the obligations under each Collocation Agreement without breaching any provision therein, including, but not limited to, Grantor maintaining the Parent Property in a commercially reasonable condition to allow the Permitted Use of the Easement. Notwithstanding the foregoing, Grantor shall not be required to make any improvements to the Parent Property and the Parent Property is acknowledge by both parties to be in a commercially reasonable condition to allow the Permitted Use of the Easement as of Grantee's April 8,2021 site inspection.Grantor represents and warrants that it has delivered to Grantee true and correct copies of each Collocation Agreement and that Grantor owns 100% of the lessor/landlord's interest in each Collocation Agreement, including the right to collect all rent thereunder. To the best of Grantor's knowledge,no party to each Collocation Agreement has breached or is in default of their respective obligations under each Collocation Agreement and no party has requested or discussed a modification or termination of each Collocation Agreement.Pursuant to this Agreement,Grantee is permitted and authorized to enter into Collocation Agreement(s)with one or more additional Collocators within the Easement. 5. [Reserved.] 6. Grantor Cooperation and Non-interference.Grantor hereby agrees to cooperate with Grantee and/or each Collocator in obtaining all licenses, permits or authorizations from all applicable governmental Asset File#: TwPA0035492 Page 2 of 11 and/or regulatory entities and in acquiring any necessary upgrades to or relocation of utility service to support the Permitted Use. Grantor's cooperation shall be at no cost to Grantor and without requiring payment of additional rent or fees by Grantee or any Collocator. Grantor shall not interfere with any construction in the Easement so long as such construction is to support the Permitted Use and is proceeding pursuant to a building permit or other required municipal or governmental approvals. Grantor shall not, nor shall Grantor permit its lessees, licensees, employees, invitees or agents to, use any portion of the Parent Property or the Easement in a way which materially interferes with the operations of any Collocator who shall have peaceful and quiet possession and enjoyment of the Easement. Grantor may not directly or indirectly induce, invite, or conspire to induce or invite any Collocator to use or lease space in direct competition with Grantee's Easement. 7. Assignment. Grantee may pledge, assign, mortgage, grant a security interest, or otherwise encumber its interest created by this Agreement.Grantee may freely assign this Agreement in part or in its entirety, and any or all of its rights hereunder, including the right to receive rent payments. Upon the absolute assumption of such assignee of all of the obligations of Grantee under this Agreement, then Grantee will be relieved of all obligations and liabilities hereunder. 8. Taxes and Other Obligations. All taxes and other obligations that are or could become liens against the Parent Property or any subdivision of the Parent Property containing the Easement,whether existing as of the Effective Date or hereafter created or imposed, shall be paid by Grantor prior to delinquency or default.Grantor shall be solely responsible for payment of all taxes and assessments now or hereafter levied, assessed or imposed upon the Parent Property, or imposed in connection with the execution, delivery, performance or recordation hereof, including without limitation any sales, income, documentary or other transfer taxes. If Grantor fails to pay when due any taxes or other obligations affecting the Parent Property,Grantee shall have the right but not the obligation to pay such and demand payment therefor from Grantor,which payment Grantor shall make within ten(10)days of such demand by Grantee. 9. Insurance. During the Term of this Agreement, each Collocator shall maintain general liability insurance as required under their respective lease.Grantor shall maintain any insurance policies in place on the Parent Property or as required under each Collocation Agreement. 10. Subordination and Non-Disturbance. Grantor shall maintain the Parent Property free of mortgages or other fmancial security interests or obligations. 11. Mutual General Indemnification. Grantor and Grantee shall each indemnify and hold harmless the other against any and all claims,damages,costs and expenses(including reasonable attorney's fees and disbursements) caused by or arising out of the indemnifying party's breach of this Agreement or the negligent acts or omissions or willful misconduct on the Parent Property by the indemnifying party or the employees, agents, or contractors of the indemnifying party. Any requirements of Grantor in this Section 11 are only to the limits set forth in §768.28,Florida Statutes. 12. Environmental Representations and Indemnification. a. Grantor represents and warrants that,to the best of Grantor's knowledge,no pollutants or other toxic or hazardous substances, as defined under the Comprehensive Environmental Response, Compensation,and Liability Act("CERCLA"),42 U.S.C.9601 et seq.,or any other federal or state law, including any solid, liquid, gaseous, or thermal irritant or contaminant, such as smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste (including materials to be recycled, reconditioned or reclaimed) (collectively, "Hazardous Substances") have been, or shall be discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape or migrate (collectively referred to as the "Release") on or from the Parent Property. Asset File#: TwPA0035492 Page 3 of 11 Neither Grantor nor Grantee shall introduce or use any Hazardous Substances on the Parent Property or the Easement in violation of any applicable federal, state or local environmental laws. b. Grantor and Grantee each agree to defend, indemnify, and hold harmless the other from and against any and all administrative and judicial actions and rulings, claims, causes of action, demands and liability including, but not limited to, damages, costs, expenses, assessments, penalties,fines,cleanup,remedial,removal or restoration work required by any governmental authority, losses, judgments and reasonable attorneys' fees that the indemnified party may suffer or incur due to the existence or discovery of any Hazardous Substances on the Parent Property caused by the other party. Grantee shall not be responsible for and shall not defend, indemnify or hold harmless Grantor for any Release of Hazardous Substances on or before the Effective Date.Any requirements of Grantor in this Section 12b are only to the limits set forth in §768.28, Florida Statutes. 13. Dispute Resolution and Notice. a. Jurisdiction and venue under this Agreement shall be in the state and county the Parent Property is located. The parties may enforce this Agreement and their rights under applicable law, and may seek specific performance, injunction, appointment of a receiver and any other equitable rights and remedies available under applicable law. Money damages may not be an adequate remedy for the harm caused to Grantee by a breach or default by Grantor hereunder, and Grantor waives the posting of a bond. Damages as against Grantee shall be limited to the amount of consideration received by Grantor under this Agreement, following any insurance settlement which may have effect. The prevailing party shall be entitled to an award of its reasonable attorneys'fees and costs.Neither party shall be liable to the other for consequential, indirect, speculative or punitive damages. b. The non-defaulting party shall provide written notice of a default under this Agreement, not more than thirty (30) days from discovery of the default. From the date of such notice, the defaulting party shall have thirty (30) days to cure the default, unless the default cannot reasonably be cured within thirty(30) days in which case the defaulting party shall have such additional time as necessary to cure the default so long as the defaulting party has commenced to cure the default and is diligently pursuing completion of the cure. c. All communications shall be delivered by certified mail,return receipt requested or a nationally recognized overnight courier to the address beneath each party's signature block or such other address as advised to the other party pursuant to this paragraph.Notice shall be deemed given upon receipt if by certified mail,return receipt requested or one(1)business day following the date of sending, if sent by nationally recognized overnight courier service or upon attempted delivery if delivery is refused or if delivery is impossible because of failure to provide reasonable means for accomplishing delivery. 14. Miscellaneous. a. The terms and conditions of each existing Collocation Agreement shall govern over any conflicting term of this Agreement.Notwithstanding anything to the contrary contained in this Agreement, Grantor and Grantee acknowledge that this Agreement is subject and subordinate to each existing Collocation Agreement. b. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the parties to this Agreement.It is the intention Asset File#: TwPA0035492 Page 4 of 11 • of the parties hereto that all of the various rights,obligations,restrictions and easements created in this Agreement shall run with the Parent Property upon which the Easement is located and be binding upon all future owners and lessees of the Parent Property and all persons claiming under them for the Term of this Agreement. c. Casualty and Condemnation. In the event of any casualty or condemnation of the Easement in whole or in part, Grantee shall be entitled to receive any insurance proceeds or condemnation award attributable to the value of the Easement. d. Severability. If any provision contained in this Agreement(or any portion of such provision) shall be held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement(or any portion of any such provision.) e. Counterparts. This Agreement may be executed in separate counterparts with each counterpart deemed an original and all of which together shall constitute a single agreement. f. Entire Agreement. This Agreement and any documents, certificates, instruments and agreements referred to herein constitute the entire agreement between Grantor and Grantee. Without limiting the generality of the foregoing,Grantor acknowledges that it has not received or relied upon any advice of Grantee or its representatives regarding the merits or tax consequences of this Agreement. [Signature pages and exhibits follow.] Asset File#: TwPA0035492 Page 5 of 11 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date on page one above. GRANTOR: INDIAN RIVER COUNTY,FLORIDA Ilk , `. Jason E.B F ,County dministrator Grantor N. ice Address: APPROVED AS TO FORM Indian River County,Florida A N D LEGAL S U F=F I C I E 1801 27th Street Vero Beach,Florida 32960 BY DYLAN REINGOLD COUNTY ATTORNEY WITNESSES: Printed Name Printed Name STATE OF reto r('c1 — COUNTY OF L ('ah\- P--j\fe-i } ss. The foregoing instrumept was acknowledged before me,by means of Vphysical presence or online notarization, this (Q day of I\ o ve"1,e,r- , 2021 by Jason E. Brown, the Counyy Administrator of Indian River County,Florida,a political subdivision of the State of Florida,who is V personally known or produced identification in the form of NOTARY PUB IC j Agit/ NOTORIAL SEAL Prin d N. ;'-: Co miss en No.: Commission expiration: s►m Fk, EDWIN JAMES OFFUTT I e., :*,: MY COMMISSION#GG 321703 jEXPIRES:April 9 2023 %').`•:tfr:f 0' Bon e , I-YNoc J IMLs Asset File#: TwPA0035492 Page 6 of 11 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date on page one above. GRANTEE: TIGR ACQUISITIONS III,LLC „Ail -iii 4004.1r- Jesse M A er, ie xecu we i - Grantee Notice Address: TIGR Acquisitions III,LLC 1170 Peachtree Street, Suite 1650 Atlanta,GA 30309 Attn: Chief Executive Officer With a copy to: TIGR Acquisitions III,LLC 1170 Peachtree Street, Suite 1650 Atlanta,GA 30309 Attn: General Counsel WITNESSES: / •Ncirfticuz_ G NE' LE - . +e r _x____ ltr Printed Name Printed Name STATE OF GEORGIA l COUNTY OF FULTON } ss. On this VA day of AOL. . ,A,_, 2021, before me, the undersigned notary public, personally ap.-• ,: - ---mr" er, and proved to me through satisfactory evidence of identification, which : personal knowl-•I- . iver's license/passport/ (circle one), to be the person whose name is •1.• -• on the preceding or attached document, and acknowledged to me that he/she signed it voluntarily for its stated purpose as Chief Executive Officer oo - sitions III,LLC. {affix notary seal or stamp} Notary Public My Commission Expires: 10-19 12 Pamela R Martin NOTARY PUBLIC Cherokee County,GEORGIA My Commission Expires 10/19/2022 Asset File#: TwPA0035492 Page 7 of 11 • EXHIBIT A LEGAL DESCRIPTION OF THE PARENT PROPERTY The Land referred to herein below is situated in the County of Indian River, State of Florida, and is described as follows: A PARCEL OF LAND LOCATED IN THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 18, TOWNSHIP 31 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA;LESS THE EAST 20 ACRES THEREOF AND A PORTION OF THE SOUTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 18, TOWNSHIP 31 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF SAID SECTION 18, TOWNSHIP 31 SOUTH, RANGE 39 EAST; THENCE SOUTH 89°22'36" WEST, ALONG THE NORTH LINE OF THE SAID NORTHEAST 1/4 OF SECTION 18, A DISTANCE OF 657.45 FEET TO THE NORTHWEST CORNER OF THE SAID EAST 20 ACRES OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4; THENCE SOUTH 00°01'24" WEST, ALONG THE WEST LINE OF THE SAID EAST 20 ACRES,A DISTANCE OF 1325.55 FEET,TO A POINT IN THE SOUTH LINE OF THE SAID NORTHEAST 1/4 OF THE NORTHEAST 1/4; SAID POINT ALSO BEING THE NORTHWEST CORNER OF SEBASTIAN HIGHLANDS UNIT 9, AS RECORDED IN PLAT BOOK 6, PAGE 36A, PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA; THENCE CONTINUE ALONG THE BOUNDARY OF SAID PLAT OF SEBASTIAN HIGHLANDS, UNIT 9, THE FOLLOWING COURSES AND DISTANCES: THENCE CONTINUE SOUTH 00°01'24" WEST, A DISTANCE OF 130.65 FEET TO A POINT IN A CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 435.64 FEET, THE CHORD OF WHICH BEARS NORTH 85°20'21" WEST; THENCE WESTERLY ALONG THE ARC OF SAID CURVE,A DISTANCE OF 70.30 FEET, THROUGH A CENTRAL ANGLE OF 09°14'48", DEPARTING SAID PLATTED BOUNDARY; THENCE N 00°01'24" E, A DISTANCE OF 54.11 FEET; THENCE S89°19'02" W A DISTANCE OF 71.5 FEET MORE OR LESS, TO THE EASTERLY WATERS EDGE OF SCHUMANN LAKE; THENCE NORTHWESTERLY, WESTERLY, SOUTHERLY, SOUTHEASTERLY, SOUTHWESTERLY,WESTERLY AND SOUTHERLY MEANDER THE WATERS EDGE OF SCHUMANN LAKE,A DISTANCE OF 1847 FEET,MORE OR LESS,TO THE SOUTH LINE OF THE SAID SOUTHEAST ONE QUARTER (SE1/4) OF THE NORTHEAST ONE- QUARTER (NE1/4); THENCE S89°15'23" W ALONG THE SOUTH LINE OF THE SAID SOUTHEAST ONE-QUARTER (SE1/4) OF THE NORTHEAST ONE-QUARTER (NE1/4) A DISTANCE OF 97.9 FEET,MORE OR LESS,TO THE SOUTHWEST CORNER OF THE SAID SOUTHEAST ONE-QUARTER (SE1/4) OF THE NORTHEAST ONE-QUARTER (NE1/4); THENCE N 00°01'25" W ALONG THE WEST LINE OF THE SAID EAST 1/2 OF THE NE1/4, A DISTANCE OF 2652.47 FEET TO THE AFORESAID NORTH LINE OF THE NE1/4; THENCE 89°22'36" EAST ALONG THE SAID NORTH LINE A DISTANCE OF 673.15 FEET TO THE POINT OF BEGINNING. SAID LAND LYING AND BEING IN INDIAN RIVER COUNTY, FLORIDA. Asset File#: TwPA0035492 Page 8 of 11 EXHIBIT B COLLOCATION AGREEMENT(S) 1. That certain Lease Agreement dated October 1,2005 by and between M/A-COM,Inc.,a Florida corporation and Indian River County,a political subdivision of the State of Florida. 2. That certain Tower and Ground Space Lease dated March 7,2000 by and between Indian River County,Florida and Florida Power and Light Company. 3. That certain Lease Agreement dated December 19, 1995 by and between the County of Indian River, a political subdivision of the State of Florida and Talcom, Inc., a Florida partnership, as recorded January 31, 1996 in Book 1089, Page 1827, Official Public Records of Indian River County,Florida;amended by that certain First Amendment to Lease Agreement dated December 9, 1997 by and between the County of Indian River,a political subdivision of the State of Florida and Talcom,Inc.,a Florida corporation, formerly known as Talcom,Inc.,a Florida partnership. Asset File#: TwPA0035492 Page 9 of 11 EXHIBIT C EASEMENT AREA DESCRIPTION In the event of a discrepancy between the area actually occupied by the Collocator's equipment and the area described below,the described area shall be understood to also include any portion of the actual used area not captured by the description or as may have been granted to the Collocator that is currently outlined in each Collocation Agreement referenced in Exhibit B. Grantor or Grantee may elect to engage a professional surveyor, the product of which may be substituted upon the other party's acceptance for the contents herein. The part of the Parent Property described in Exhibit A hereto, on which any equipment exists on the Effective Date together with the portion of the Parent Property used and leased by Grantor as the existing lease premises under each Collocation Agreement including but not limited as follows: EXCLUSIVE EASEMENT PARCEL COMMENCE AT THE SOUTHWEST CORNER OF THE SE 1/4 OF THE NE 1/4 OF SECTION 18, TOWNSHIP 31 SOUTH,RANGE 39 EAST,AND RUN NORTH 0°08'44" EAST ALONG THE 40- ACRE LINE,A DISTANCE OF 978.02 FEET TO A POINT. THEN RUN S 89°51'16"E,A DISTANCE OF 150.00 FEET TO THE POINT OF BEGINNING. THEN RUN CONTINUING S 89°51'16" EAST A DISTANCE OF 237 FEET±TO THE SHORELINE OF SCHUMANN LAKE. THEN STARTING AGAIN FROM THE POINT OF BEGINNING,RUN S 0°08'44" W A DISTANCE OF 378 FEET%%P TO THE SHORELINE OF SAID LAKE. THEN RUN EASTERLY,NORTHEASTERLY,AND NORTHWESTERLY ALONG THE MEANDERINGS OF THE SHORELINE TO THE END OF THE FIRST DESCRIBED COURSE HEREIN. CONTAINING WITHIN THE ABOVE BOUNDS 104,853 SQUARE FEET±OR 2.4 ACRES%%P LYING IN INDIAN RIVER COUNTY,FLORIDA. 20 FOOT WIDE NON-EXCLUSIVE INGRESS,EGRESS AND UTILITY EASEMENT (PREPARED BY GEOLINE SURVEYING,INC.) THAT PART OF THE "INDIAN RIVER COUNTY,FLORIDA"PARCEL AS PER DESCRIPTION RECORDED IN OFFICIAL RECORDS BOOK 1000,PAGE 981 OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY,FLORIDA, SITUATED IN THE NORTHEAST 1/4 OF SECTION 18, TOWNSHIP 31 SOUTH,RANGE 39 EAST, SAID INDIAN RIVER COUNTY,LYING WITHIN 10 FEET BOTH SIDES OF A CENTERLINE BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE SOUTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 18,TOWNSHIP 31 SOUTH,RANGE 39 EAST,INDIAN RIVER COUNTY, FLORIDA;THENCE NORTH 0°01'25" WEST ALONG THE WEST LINE OF SAID SOUTHEAST 1/4 OF THE NORTHEAST 1/4 FOR 978.02 FEET; THENCE NORTH 89°58'35" EAST FOR 150.00 FEET TO THE NORTHEAST CORNER OF A TOWER PARCEL AS PER DESCRIPTION RECORDED IN OFFICIAL RECORD BOOK 2708,PAGE 1382 OF THE PUBLIC RECORDS OF SAID INDIAN RIVER COUNTY; THENCE CONTINUE NORTH 89°58'35"EAST ALONG THE NORTH LINE OF SAID TOWER PARCEL FOR 30.00 FEET TO THE POINT OF BEGINNING OF THE CENTERLINE OF THE HEREIN DESCRIBED 20 FOOT WIDE NON-EXCLUSIVE INGRESS,EGRESS AND UTILITY EASEMENT; THENCE NORTH 00°01'25" WEST FOR 10.00 FEET TO AN INTERSECTION WITH A LINE THAT IS PARALLEL WITH AND OFFSET 10 FEET NORTH OF SAID NORTH LINE;THENCE SOUTH 89°58'35" WEST ALONG SAID PARALLEL LINE FOR 20.00 FEET; THENCE NORTH 00°01'25"WEST FOR 15.00 FEET; THENCE NORTH 05°12'05" Asset File#: TwPA0035492 Page 10 of 11 . WEST FOR 70.09 FEET TO POINT"A"; THENCE SOUTH 59°43'00" EAST FOR 50.00 FEET TO POINT"B"; THENCE NORTH 30°17'00"EAST FOR 30.00 FEET TO A POINT OF TERMINUS OF THE HEREIN DESCRIBED CENTERLINE;THENCE RETURN TO SAID POINT"B";THENCE SOUTH 59°43'00" EAST FOR 42.15 FEET;THENCE SOUTH 39°53'47"EAST FOR 62.94 FEET TO AN INTERSECTION WITH SAID NORTH LINE AND A POINT OF TERMINUS OF THE HEREIN DESCRIBED CENTERLINE; THENCE RETURN TO SAID POINT"A"; THENCE NORTH 05°12'05" WEST FOR 27.72 FEET TO POINT"C";THENCE NORTH 67°45'54" WEST FOR 35.00 FEET TO A POINT OF TERMINUS OF THE HEREIN DESCRIBED CENTERLINE;THENCE RETURN TO SAID POINT"C";THENCE NORTH 14°57'14"EAST FOR 93.93 FEET; THENCE NORTH 27°26'55" EAST FOR 111.63 FEET TO AN INTERSECTION WITH THE SOUTHERLY LINE OF AN INGRESS AND EGRESS EASEMENT AS PER DESCRIPTION RECORDED IN OFFICIAL RECORDS BOOK 1634,PAGE 2067 OF SAID PUBLIC RECORDS AND THE POINT OF TERMINUS OF THE HEREIN DESCRIBED CENTERLINE. CONTAINING 10,736 SQUARE FEET(0.246 ACRES),MORE OR LESS. Asset File#: TwPA0035492 Page 11 of 11 Record and Return to: Name: Joseph Mangus Address: TITLEVEST AGENCY,LLC 110 East 42nd Street, 10d'Floor New York,NY 10017 TitleVest Title#: TFL790552 Prepared by: Jon L.Lober TIGR Acquisitions III,LLC 1170 Peachtree Street,Suite 1650 Atlanta,GA 30309 ASSIGNMENT OF LEASE To be effective on Wve 4&r %t , 2021, and in consideration of One Dollar ($1) and other good and valuable consideration paid by the undersigned party hereto executing this instrument as assignee TIGR ACQUISITIONS III, LLC, a Delaware limited liability company, with principal offices at 1170 Peachtree Street, Suite 1650, Atlanta, Georgia 30309 (hereinafter referred to as "Assignee") to the undersigned party hereto executing this instrument as assignor INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida, with principal offices located at 1801 27th Street, Vero Beach, Florida 32960 (hereinafter referred to as "Assignor"), the receipt and sufficiency thereof being hereby acknowledged, Assignor, subject to that certain Easement Agreement which is recorded contemporaneous to recording of this instrument, does hereby transfer, set over and assign to the Assignee all of Assignor's right, title and interest in and to the lease(s) and/or tenancy(ies) upon certain Property owned by Assignor (Legal Description attached as Exhibit A) referenced below and in Exhibit B attached hereto, in which the Assignor has any right, title and interest currently existing and relating to: 1. That certain Lease Agreement dated October 1, 2005 by and between M/A-COM, Inc., a Florida corporation and Indian River County, a political subdivision of the State of Florida. 2. That certain Tower and Ground Space Lease dated March 7, 2000 by and between Indian River County, Florida and Florida Power and Light Company. 3. That certain Lease Agreement dated December 19, 1995 by and between the County of Indian River, a political subdivision of the State of Florida and Talcom, Inc., a Florida partnership, as recorded January 31, 1996 in Asset File#:TwPA0035492 Book 1089, Page 1827, Official Public Records of Indian River County, Florida; amended by that certain First Amendment to Lease Agreement dated December 9, 1997 by and between the County of Indian River, a political subdivision of the State of Florida and Talcom, Inc., a Florida corporation, formerly known as Talcom, Inc., a Florida partnership. Assignor represents that Assignor has no knowledge of any default now outstanding by Assignor in his capacity as the landlord/lessor under the Tenancy. The assignment is for a perpetual term. Assignee hereby assumes and agrees to faithfully perform and discharge any and all obligations of the landlord/lessor in and to the hereby assigned lease(s) and/or tenancy(ies) subsequent to the date hereof, subject to that certain Easement Agreement. Subject to that certain Easement Agreement, Assignee agrees to hold Assignor harmless and indemnified from any and all loss, cost, damage and expenses, which Assignor may incur on account of Assignee's failure to perform and discharge any and all obligations of lessor and landlord in and to the herein assigned lease and/or tenancy subsequent to the date hereof. Assignor agrees to hold Assignee harmless and indemnified from any and all loss, cost, damage and expenses, which Assignee may incur for claims related to activity prior to the date hereof. The above shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, legal representatives, successors and assigns. SIGNATURES FOLLOW Asset File#:TwPA0035492 IN WITNESS WHEREOF, Assignor has caused this instrument to be signed and sealed on its behalf this day of , 2021. Assignor: INDIAN RIV COUNTY, FLORIDA f ,I*1411' Jason E. Br. APPROVED AS TO FORM County Adátrator AND LEGAL SUFFICIENCY 1801 27th S• eet Vero Beach, Florida 32960 BY .AN REINGOLD COUNTY ATTORNEY WITNESSES: Printed Name Printed Name STATE OF F1,0 r(JG.. COUNTY OF 1 (a-A.- le-4u' } ss. The foregoing instrument was acknowledged beforeme, by means of V physical presence or online notarization, this (D day of NJoge... e r , 2021 by Jason E. Brown, the County Administrator of Indian River County, Florida, a political subdivision of the State of Florida, who is i./personally known or produced identification in the form of . NOTARY PUB IC / / NOTORIAL SEAL Print d N.� e: Commission No.: Commission expiration: Asset File#:TwPA0035492 Ab: EDWIN JAMES MUTT I MY COMMISSION II GG 321703 -.;nom.izi EXPIRES:Apfi 9,2023 "AF, M1:•, Bonded Thu Notary Pubic Undetwriters IN WITNESS WHEREOF, A •gnee has c used this instrument to be signed and sealed on its behalf this day of c. �� , 2021. Assignee: TIGR ACQUISITIONS III, LLC ..44411111111FP1-. '�r Jesse M. e - Chief Executive Officer 1170 Peachtree Street, Suite 1650 Atlanta, Georgia 30309 678-775-0360 678-775-0361 WITNESSES: 74-acikcja0e.thrue_ o�- -cU 'pei ec /. Printed Name 'rinted Name STATE OF GEORGIA ss. COUNTY OF FULTON On this day of / p , 2021, before me, the undersigned notary public, personally appeared Je - , . •d proved to me through satisfactory evidence of identification, which •ersonal knowledge/• er's license/passport/ (circle one), to be the person whose - • •: -• on the preceding or attached document, and acknowledged to me that he/she signed it voluntaril • tated purpose Chief Ex- utive Officer of TIGR Acquisitions III, LLC. G?titin a 4e4 {affix notary seal or stamp) Notary Public Pamela R Martin My Commission Expires: /0"/• -.2-0 NOTARY PUBLIC Cherokee County,GEORGIA My Commission Expires 10/19/2022 Asset File#:TwPA0035492 EXHIBIT A LEGAL DESCRIPTION The Land referred to herein below is situated in the County of Indian River, State of Florida, and is described as follows: A PARCEL OF LAND LOCATED IN THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 18, TOWNSHIP 31 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA; LESS THE EAST 20 ACRES THEREOF AND A PORTION OF THE SOUTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 18, TOWNSHIP 31 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF SAID SECTION 18, TOWNSHIP 31 SOUTH, RANGE 39 EAST; THENCE SOUTH 89°22'36" WEST, ALONG THE NORTH LINE OF THE SAID NORTHEAST 1/4 OF SECTION 18, A DISTANCE OF 657.45 FEET TO THE NORTHWEST CORNER OF THE SAID EAST 20 ACRES OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4; THENCE SOUTH 00°01'24" WEST, ALONG THE WEST LINE OF THE SAID EAST 20 ACRES, A DISTANCE OF 1325.55 FEET, TO A POINT IN THE SOUTH LINE OF THE SAID NORTHEAST 1/4 OF THE NORTHEAST 1/4; SAID POINT ALSO BEING THE NORTHWEST CORNER OF SEBASTIAN HIGHLANDS UNIT 9, AS RECORDED IN PLAT BOOK 6, PAGE 36A, PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA; THENCE CONTINUE ALONG THE BOUNDARY OF SAID PLAT OF SEBASTIAN HIGHLANDS, UNIT 9, THE FOLLOWING COURSES AND DISTANCES: THENCE CONTINUE SOUTH 00°01'24" WEST, A DISTANCE OF 130.65 FEET TO A POINT IN A CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 435.64 FEET, THE CHORD OF WHICH BEARS NORTH 85°2021" WEST; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, A DISTANCE OF 70.30 FEET, THROUGH A CENTRAL ANGLE OF 09°14'48", DEPARTING SAID PLATTED BOUNDARY; THENCE N 00°01'24" E, A DISTANCE OF 54.11 FEET; THENCE S89°19'02" W A DISTANCE OF 71.5 FEET MORE OR LESS, TO THE EASTERLY WATERS EDGE OF SCHUMANN LAKE; THENCE NORTHWESTERLY, WESTERLY, SOUTHERLY, SOUTHEASTERLY, SOUTHWESTERLY, WESTERLY AND SOUTHERLY MEANDER THE WATERS EDGE OF SCHUMANN LAKE, A DISTANCE OF 1847 FEET, MORE OR LESS, TO THE SOUTH LINE OF THE SAID SOUTHEAST ONE QUARTER (SE1/4) OF THE NORTHEAST ONE- QUARTER (NE1/4); THENCE S89°1523" W ALONG THE SOUTH LINE OF THE SAID SOUTHEAST ONE-QUARTER (SE1/4) OF THE NORTHEAST ONE-QUARTER (NE1/4) A DISTANCE OF 97.9 FEET, MORE OR LESS, TO THE SOUTHWEST CORNER OF THE SAID SOUTHEAST ONE-QUARTER (SE1/4) OF THE NORTHEAST ONE-QUARTER (NE1/4); THENCE N 00°01'25" W ALONG THE WEST LINE OF THE SAID EAST 1/2 OF THE NE1/4, A DISTANCE OF 2652.47 FEET TO THE AFORESAID NORTH LINE OF THE NE1/4; THENCE 89°22'36" EAST ALONG THE SAID NORTH LINE A DISTANCE OF 673.15 FEET TO THE POINT OF BEGINNING. SAID LAND LYING AND BEING IN INDIAN RIVER COUNTY, FLORIDA. Asset File#:TwPA0035492 EXHIBIT B DESCRIPTION OF TELECOM TENANT LEASE(S) 1. That certain Lease Agreement dated October 1, 2005 by and between M/A-COM, Inc., a Florida corporation and Indian River County, a political subdivision of the State of Florida. 2. That certain Tower and Ground Space Lease dated March 7, 2000 by and between Indian River County, Florida and Florida Power and Light Company. 3. That certain Lease Agreement dated December 19, 1995 by and between the County of Indian River, a political subdivision of the State of Florida and Talcom, Inc., a Florida partnership, as recorded January 31, 1996 in Book 1089, Page 1827, Official Public Records of Indian River County, Florida; amended by that certain First Amendment to Lease Agreement dated December 9, 1997 by and between the County of Indian River, a political subdivision of the State of Florida and Talcom, Inc., a Florida corporation, formerly known as Talcom, Inc., a Florida partnership. Asset File#:TwPA0035492 THIS ESCROW AGREEMENT made and entered into this 12 day of November 2021, by and between INDIAN RIVER COUNTY, FLORIDA (hereinafter referred to as "Seller"); TIGR Acquisitions III, LLC (hereinafter referred to as "Purchaser"); (Seller and Purchaser are sometimes hereinafter referred to jointly as "Parties and individually as "Party") and TITLEVEST AGENCY, LLC (hereinafter referred to as "Escrow/Settlement Agent"); WITNESSETH WHEREAS, Seller and Purchaser have entered into an agreement for the purchase and sale of an easement to a portion of that certain property more particularly described on attached "EXHIBIT A" attached hereto (hereinafter referred to as the "Property"); and WHEREAS, Purchaser and Seller desire to have Escrow/Settlement Agent receive original executed documents,receive proceeds from Purchaser and disburse said proceeds according the instructions set forth below. NOW, THEREFORE, in consideration of the premises and of good and valuable consideration the receipt and sufficiency whereof is hereby acknowledged, the parties hereto hereby covenant and agree as follows: 1. Purchaser and Seller hereby appoint TitleVest Agency, LLC as Escrow/Settlement Agent hereunder. 2. Purchaser shall deliver to Escrow/Settlement Agent the Purchaser's Closing Costs, as set forth on the Purchaser's Settlement Statement, in the form of a wire transfer to an account so designated by Escrow/Settlement Agent. Said account shall have immediate availability to funds as to not delay funding of Seller's proceeds. 3. The Escrow/Settlement Agent agrees to hold and disburse said funds, in accordance with the executed Settlement Statement,as hereinafter provided. 4. Upon receipt of the required "Closing Documents" as noted on Closing Instruction Letter attached hereto as Exhibit "B" and the Purchaser's closing costs as noted in Item #2 above, Escrow/Settlement Agent shall timely deliver the Seller's Proceeds to Seller, as directed by Seller pursuant to the Seller Disbursement Authorization on Exhibit 'C'. Escrow/Settlement Agent is specifically given permission to withhold a reserve to pay and/or secure evidence of payment of delinquent taxes, interest and penalties, if any. 5. Upon funding of the Seller's Proceeds, Escrow/Settlement Agent will forward the appropriate original documents for recordation in the appropriate jurisdiction and title to the estate purchased shall be considered vested in Purchaser and the document shall be considered binding and enforceable. 6. In the event that the contemplated sale shall not take place,upon written notification from both Purchaser and Seller the Escrow/Settlement Agent shall deliver any funds received to Purchaser or as otherwise instructed by the parties hereto. Original documents shall be returned or destroyed as instructed by the parties hereto. 7. The Parties hereto covenant and agree that in performing any of its duties under this Agreement, Escrow/Settlement Agent shall be reimbursed by the responsible party for any loss or damage(including reasonable in-house or outside attorney's fees and expenses)which it may incur as a result of serving as Escrow/Settlement Agent hereunder, except for any loss, costs or damage arising out of its willful default or gross negligence. Accordingly, Escrow/Settlement Agent shall not incur any liability with respect to any action taken or omitted to be taken in reliance upon any document, including any written notice of instruction provided for in the Escrow Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Escrow/Settlement Agent shall in good faith believe (a) to be genuine, (b) to Asset File#:TwPA0035492 Page 1 of 7 have been signed or presented by a proper person or persons, and/or(c)to conform with the provisions of this Escrow Agreement. In no event shall Escrow/Settlement Agent's liability exceed the amount of its fee for acting as Escrow/Settlement Agent. 8. In the event of a dispute between any of the parties hereto sufficient in the sole discretion of Escrow/Settlement Agent to justify its doing so, Escrow/Settlement Agent shall be entitled to tender unto the registry or custody of any court of competent jurisdiction all money or property in its hands held under the terms of this Escrow Agreement, together with such legal pleading as it deems appropriate, and thereupon be discharged. Escrow/Settlement Agent shall be reimbursed for all costs and fees incurred, including reasonable attorney fees, from the unsuccessful Party or out of the escrow if no judicial determination is made. 9. With regard to any transfer taxes or title related charges which are required to be paid by the responsible party for payment in connection with this transaction,the responsible party for payment hereby agrees to pay to TitleVest Agency, LLC ("Title Company") promptly upon demand, any shortfall in any such transfer taxes or charges that should have been charged and collected from the responsible party for payment but were not for whatever reason including a County Clerk's,Recorder's or Registry's clerical error or oversight in collecting said transfer taxes or title related charges. The Parties further agree, if requested by the Title Company,to promptly and fully cooperate and adjust any clerical error,correction or omission of any document, if deemed necessary or desirable by the Title Company. Excess transfer taxes, if any, shall be held by the Title Company for up to six (6)months following the closing,pending possible assessment or re-assessment by the taxing authority. 10. This document may be executed in counterparts and said counter parted signatures shall be considered as a whole. Facsimile signature of this Escrow Agreement, and any instructions, directions or requests, made among the parties hereto shall be deemed to be reliable,binding and enforceable upon said parties. 11. In the event any of the original executed documents deposited in escrow misstate or inaccurately reflect information contained therein, and said misstatement or inaccuracy is due to a mistake on the part of clerical error, then in such event Purchaser or Seller shall, upon request by the other and in order to correct such misstatement or inaccuracy, execute such new documents as may be deemed necessary to remedy said inaccuracy or mistake, or slip sheet pages of documents to remedy said inaccuracy or mistake upon receipt of written approval by the parties to the original executed document. Further, Purchaser and Seller agree that in such event they will provide joint direction to Escrow Agent to revise the documents accordingly. IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed and its seal to be affixed thereto as of the day and year first above written. SELLER: INDIAN RIVER COUNTY, FLORIDA BY: ✓ 4.-- `. Jaso . Brown, County Administrator ADDRESS: 1801 27th Street Vero Beach, Florida 32960 PHONE: (772)226-1283 Asset File#:TwPA0035492 Page 2 of 7 iM..... fvrylp •M al'p' vM. .M.... ..hS'�N .8r.... IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed and its seal to be affixed thereto as of the day and year first above written. PURCHASER: TIGR ACQUISITIONS III, LLC BY: NAME: JESSE M. WELLNER TITLE: CHIEF EXECUTIVE OFFICER ADDRESS: 1170 PEACHTREE STREET, SUITE 1650 ATLANTA, GEORGIA 30309 PHONE: 678-775-0360 FAX: 678-775-0361 Asset File#:TwPA0035492 Page 3 of 7 IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed and its seal to be affixed thereto as of the day and year first above written. ESCROW AGENT: TITLEVEST AGENCY, LLC BY: yi/eA 2 I NAME: Joseph Mangus TITLE: Escrow Agent ADDRESS: 110 East 42nd Street, 10th Floor New York, NY 10017 PHONE: 646-429-3125 (direct) FAX: 212-757-0466 (fax) EMAIL: joseph.mangus@titlevest.com telecom@titlevest.com Asset File#:TwPA0035492 Page 4 of 7 EXHIBIT A The Land referred to herein below is situated in the County of Indian River,State of Florida,and is described as follows: A PARCEL OF LAND LOCATED IN THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 18, TOWNSHIP 31 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA; LESS THE EAST 20 ACRES THEREOF AND A PORTION OF THE SOUTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 18, TOWNSHIP 31 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHEAST CORNER OF SAID SECTION 18,TOWNSHIP 31 SOUTH,RANGE 39 EAST; THENCE SOUTH 89°22'36" WEST,ALONG THE NORTH LINE OF THE SAID NORTHEAST 1/4 OF SECTION 18,A DISTANCE OF 657.45 FEET TO THE NORTHWEST CORNER OF THE SAID EAST 20 ACRES OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4; THENCE SOUTH 00°0124" WEST,ALONG THE WEST LINE OF THE SAID EAST 20 ACRES,A DISTANCE OF 1325.55 FEET, TO A POINT IN THE SOUTH LINE OF THE SAID NORTHEAST 1/4 OF THE NORTHEAST 1/4;SAID POINT ALSO BEING THE NORTHWEST CORNER OF SEBASTIAN HIGHLANDS UNIT 9, AS RECORDED IN PLAT BOOK 6, PAGE 36A, PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA; THENCE CONTINUE ALONG THE BOUNDARY OF SAID PLAT OF SEBASTIAN HIGHLANDS, UNIT 9, THE FOLLOWING COURSES AND DISTANCES: THENCE CONTINUE SOUTH 00°01'24" WEST, A DISTANCE OF 130.65 FEET TO A POINT IN A CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 435.64 FEET,THE CHORD OF WHICH BEARS NORTH 85°20'21"WEST;THENCE WESTERLY ALONG THE ARC OF SAID CURVE,A DISTANCE OF 70.30 FEET, THROUGH A CENTRAL ANGLE OF 09°14'48", DEPARTING SAID PLATTED BOUNDARY; THENCE N 00°01'24"E,A DISTANCE OF 54.11 FEET;THENCE S89°19'02"W A DISTANCE OF 71.5 FEET MORE OR LESS, TO THE EASTERLY WATERS EDGE OF SCHUMANN LAKE; THENCE NORTHWESTERLY, WESTERLY, SOUTHERLY, SOUTHEASTERLY, SOUTHWESTERLY, WESTERLY AND SOUTHERLY MEANDER THE WATERS EDGE OF SCHUMANN LAKE, A DISTANCE OF 1847 FEET, MORE OR LESS, TO THE SOUTH LINE OF THE SAID SOUTHEAST ONE QUARTER (SE1/4) OF THE NORTHEAST ONE-QUARTER (NE1/4); THENCE S89°15'23" W ALONG THE SOUTH LINE OF THE SAID SOUTHEAST ONE-QUARTER (SE1/4) OF THE NORTHEAST ONE-QUARTER (NE1/4) A DISTANCE OF 97.9 FEET, MORE OR LESS, TO THE SOUTHWEST CORNER OF THE SAID SOUTHEAST ONE-QUARTER (SE1/4) OF THE NORTHEAST ONE-QUARTER(NE1/4); THENCE N 00°01'25" W ALONG THE WEST LINE OF THE SAID EAST 1/2 OF THE NE1/4,A DISTANCE OF 2652.47 FEET TO THE AFORESAID NORTH LINE OF THE NE1/4;THENCE 89°22'36" EAST ALONG THE SAID NORTH LINE A DISTANCE OF 673.15 FEET TO THE POINT OF BEGINNING. SAID LAND LYING AND BEING IN INDIAN RIVER COUNTY, FLORIDA. Asset File#:TwPA0035492 Page 5 of 7 EXHIBIT 'B' Closing Instruction Letter 1) n Seller and Purchaser to execute in Counterpart this Escrow Agreement. Facsimile or Originals to be provided to TitleVest Agency, LLC (1 Copy or Original) 2) ❑ Seller and Purchaser to Execute,Notarize and Witness the Easement Agreement and other required documents in form for recording/filing, together with recording/filing fees and transfer taxes. Original fully executed document to be forwarded to TitleVest Agency, LLC (2 Originals) 3) n Seller and Purchaser to execute the Settlement Statement and forward originals to TitleVest Agency,LLC (1 Original or Copy-with 1 Original to be received within 2 business days of closing) 4) E. Seller to provide Owners Affidavit executed and notarized by all Sellers. (1 Original) 5) ❑ Seller to provide Corporate Resolution executed. (1 Original or Copy). 6) ❑ Seller to complete Exhibit 'C' of this Escrow Agreement. In the event the Seller Disbursement Authorization is not completed as enclosed the Escrow Agent shall forward Sellers Proceeds via standard U.S. Mail to the address for Seller as set forth with its signature above. 7) ❑ If there is one or more mortgages on this property the Seller is to provide a fully executed Subordination Non-Disturbance and Attornment Agreement from all Lender's listed as Mortgagee's on the Mortgage Schedule of the Title Report. 8) 17 If Seller is an LLC, then the following must be provided prior to closing: a. Proof of due formation: i. Proof of filing of the Articles of Organization with the Secretary of State; ii. Proof of publication of the Article of Organization (or a notice containing the substance of the articles). b. Articles of Organization and Operating Agreement must be produced and reviewed; additional exceptions may be raised upon review of same. c. Proof is required that there has been no change in the make-up or composition of the organization, and that there have been no amendments to the Articles of Organization or Operating Agreement. Proof is required that the party or parties executing instruments on behalf of the organization have authority to act. Asset File#:TwPA0035492 Page 6 of 7 EXHIBIT C SELLER DISBURSEMENT AUTHORIZATION RE: 810 Bailey Drive, Sebastian,Florida 32958 Escrow No.: TFL790552 PROCEEDS/FUNDS DISBURSEMENT INSTRUCTIONS: The undersigned directs that the proceeds/funds due will be disbursed in the following manner: [ ]Held for pick up at this office(ID will be required) [ ]Sent via overnight delivery [ ]Mail to: [ ]Other: [X] Sent via wire transfer (if checked,Attach wiring instructions of receivine bank or fill in below. With cyber fraud on the increase, we suggest you mail,use an overnight service or hand-deliver any items containing banking or other private information and not send via email.) Please Note: Modified or amended disbursement instructions must be signed by the parties at an office of TitleVest Agency,LLC. Proof of identity will be required. Funds disbursed to other than record owner must be in writing with authorized approval by TitleVest Agency,LLC and possibly buyer/borrower's lender on a TILA-RESPA Integrated Disclosure(TRID)regulated loan. Receiving Banks may impose a charge for the receipt of any wire transfers. Escrow Holder is not responsible for delays in wiring caused by time restrictions of the Federal Reserve Board or late confirmation of recording. When funds are sent to a bank outside the United States,Escrow Holder shall not be responsible or liable for any loss or expense incurred as a result of currency exchange rates,delays in availability of funds,or delays due to the U.S.bank or foreign bank requiring additional information.Escrow Holder shall have no liability or responsibility after properly initiating the outgoing wire transfer.For best results on an outgoing international wire transfer,the international bank should provide written wire instructions. Bank Name: Name on Acct: Account No.: FEDWIRE Routing No.: Any further instructions: Date: SELLER: INDIAN RIVER COUNTY,FLORIDA BY: Jaso :rown,County Administrator Best Phone No: Forwarding Address: Asset File#:TwPA0035492 Page 7 of 7 TitleVest Agency,LLC Titletlest 110 E.42nd Street, 10th Floor•New York,NY 10017 Office Phone:(212)757-5800 Office Fax;(212)757-0466 Seller's Final Settlement Statement Property Address: 810 Bailey Dr,Sebastian,FL File No: TFL790552 32958 Officer: Joseph Mangus/CH Settlement Date: 11/12/2021 Disbursement Date: 11/12/2021 Print Date: 11/11/2021,12:04 PM Buyer: TIGR ACQUISITIONS III,LLC Address: 1170 Peachtree St,Suite 1650,Atlanta,GA 30309 Seller: INDIAN RIVER COUNTY FL Address: 1801 27th St,Vero Beach,FL 32960 Charge Description Seller Charge J Seller Credit Consideration: Total Consideration 4,100,000.00 Prorations: November CCI Per Diem Total @$1,877.48/mo 1,189.07 CCI December 2021 @$1,877.48/mo 1,877.48 CCI January 2022 ©81,877.48/mo 1,877.48 November CCI Per Diem Total ©S1,989.60/mo 1,260.08 CCI December2021 @$1,989.60/mo _ 1,989.60 CCI January 2022_2$2,049.29/mo 2,049.29 November CCI Per Diem Total @51,448.76/mo 917.55 CCI December2021 @$1,448.76/mo _ 1,448.76 CCI January 2022 @$1,448.76/mo 1,448.76 FPL Per Diem Total @$11,402.96/yr 4,373.74 November M/A COM Harris Per Diem Total @$1000,00/mo 633.33 M/A COM Harris December 2021 •$1,000.00/mo 1,000.00 MIA COM Harris January 2022 @$1,000.00/mo 1,000.00 Title/Escrow Charges to: _ -- State Transfer Tax Documentary Stamp 28,350.00 to Clerk of Court Disbursements Paid: Earnest Money Deposit Return to Indian River County 410,000.00 Commission Paid to SteepSteel _ 246,000.00 Cash(X To)( From)Seller 3,394,584.86 Totals 4,100,000.00 4,100,000.00 SELLER(S): INDIAN RIVER COUNTY FL By: J, Name- ason E. Brown Title: ounty Administrator Initials: Page 1 of 2 Continued From Page 1 Seller's Final Settlement Statement Settlement Date: 11/12/2021 File No: TFL790552 Print Date: 11/11/2021 Officer: Joseph Mangus/CH Initials: Page 2 of 2