Commercial Real Estate Agreement

OPTION AND LEASE AGREEMENT

THIS AGREEMENT, made this day of , 20 between

(the "LESSOR") and (the "TENANT").

PROPERTY

LESSOR is the owner of certain real property located in County, State of , and TENANT desires to obtain an option to lease a portion of such real property, containing approximately square feet, together with a right of way thereto as hereinafter described (such portion of real property and such right of way being hereinafter called the "Property"). The Property is more specifically described in, and substantially shown on, Exhibit "A" attached hereto and made a part hereof.

OPTION

NOW THEREFORE, in consideration of the sum of Dollars ($) (the "Option Money"), to be paid by TENANT to LESSOR upon TENANT's execution of this Agreement, LESSOR hereby grants to TENANT the exclusive right and option (the "Option") to lease the Property in accordance with the terms and conditions set forth herein.

OPTION PERIOD. The Option may be exercised at any time on or prior to 20 (the "Option Period"). At TENANT's election, and upon TENANT's written notice to LESSOR prior to expiration of the Option Period, the Option Period may be further extended for one additional period of six (6) months, through and including 20, with an additional payment of Dollars ($), by TENANT to LESSOR for the extension of the Option Period. The Option Period may be further extended by mutual agreement in writing. If TENANT fails to exercise the Option within the Option Period, as it may be extended as provided herein, the Option shall terminate, all rights and privileges granted hereunder shall be deemed completely surrendered LESSOR shall retain all money paid for the Option, and no additional money shall be payable by either party to the other.

TRANSFER OF OPTION. The Option may be sold, assigned, or transferred at any time by TENANT to TENANT's parent company or any affiliate or subsidiary of TENANT or its parent company. Otherwise, the Option may not be sold, assigned or transferred without the written consent of LESSOR, such consent not to be unreasonably withheld.

CHANGES IN PROPERTY DURING OPTION PERIOD. If during the Option Period or any extension thereof, or during the term of this Agreement if the Option is exercised, LESSOR decides to subdivide, sell, or change the status of the zoning of the Property or the other real property of LESSOR contiguous to, surrounding, or in the vicinity of the Property ("LESSOR's Surrounding Property"), LESSOR shall immediately notify TENANT in writing. Any sale of the Property shall be subject to TENANT's rights under this Agreement.

LESSOR agrees that during the Option Period or any extension thereof, or during the term of this Agreement if the Option is exercised, LESSOR shall not initiate or consent to any change in the zoning of the Property or LESSOR's Surrounding Property or impose or consent to any other restriction that would prevent or limit TENANT from using the Property for the uses intended by TENANT as hereinafter set forth in this Agreement.

TITLE. LESSOR warrants that LESSOR is seized of good and marketable title to the Property and has the full power and authority to enter into and execute this Agreement. LESSOR further warrants that there are no deeds to secure debt, mortgages, liens, judgments, restrictive covenants, or other encumbrances on the title to the Property that would prevent TENANT from using the Property for the uses intended by TENANT as hereinafter set forth in this Agreement.

INSPECTIONS. LESSOR shall permit TENANT or TENANT's employees, agents and contractors during the Option Period, and any extension thereof, free ingress and egress to the Property by TENANT or its employees, agents, and contractors to conduct structural strength analyses, subsurface boring tests, environmental inspections (including Phase I and Phase II audits), radio frequency tests, and such other tests, investigations, and similar activities as TENANT may deem necessary, at the sole cost of TENANT.

SURVEYS. LESSOR also hereby grants to TENANT the right to survey the Property and LESSOR's Surrounding Property, and the legal description of the Property on the survey obtained by TENANT shall then become Exhibit "B", which shall be attached hereto and made a part hereof, and shall control in the event of discrepancies between it and Exhibit "A". If TENANT desires to alter or modify the description of the Property so as to relocate all or any portion of the Property to other portions of LESSOR's Surrounding Property (a "Relocation Site"), TENANT shall notify LESSOR of such desire and deliver to LESSOR a copy of the survey and legal description of the portions of the Property and LESSOR's Surrounding Property that TENANT proposes as a Relocation Site.

GOVERNMENTAL APPROVALS. TENANT's ability to use the Property is contingent upon its obtaining all certificates, permits licenses and other approvals that may be required by any governmental authorities. LESSOR shall cooperate with TENANT in its effort to obtain such certificates, permits, licenses, and other approvals. During the Option Period, and during the term of this Agreement if the Option is exercised, LESSOR agrees to sign such papers as are required to file applications with the appropriate zoning authority and other governmental authorities for the proper zoning of the Property and for other certificates, permits, licenses, and approvals as are required for the use of the Property intended by the TENANT.

UTILITY SERVICES. During the Option Period, and during the term of this Agreement if the Option is exercised, LESSOR shall cooperate with TENANT in TENANT's effort to obtain utility services along the access right-of-way contained in the Property by signing such documents or easements as may be required by the utility companies.

EXERCISE OF OPTION. TENANT shall exercise the Option by written notice to LESSOR by certified mail, return receipt requested. The notice shall be deemed effective on the date it is posted. On and after the date of such notice, this Agreement shall also constitute a lease agreement between LESSOR and TENANT on the following terms and conditions:

LEASE AGREEMENT

1. LEASE OF PROPERTY. LESSOR hereby leases to TENANT the Property, which lease includes the grant of a nonexclusive right and easement during the term of this Agreement for ingress and egress, seven (7) days a week, twenty-four (24) hours a day, on foot or motor vehicle, including trucks, and for the installation and maintenance of utility wires, cables, conduits and pipes over, under or along the twenty foot wide right of way extending from the nearest public right of way, which is known as , to the Property, as such right-of-way is shown on Exhibit "A" hereto.

2. INITIAL TERM AND RENTAL. This Agreement shall be for an initial term of five (5) years beginning on the date the Option is exercised by TENANT at an annual rental of Dollars ($) to be paid in equal monthly installments on the first day of each month during the term, in advance, to LESSOR or to such other person, firm or place as the LESSOR may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date.

3. EXTENSION OF TERM. TENANT shall have the option to extend the term of this Agreement for four (4) additional consecutive five (5) year periods.

4. EXTENDED TERM RENTAL. The annual rental for the extended terms shall be as follows:

5. CONTINUANCE OF LEASE. If, at least six (6) months prior to the end of the fourth (4th) extended term, either LESSOR or TENANT has not given the other written notice of its desire that the term of this Agreement end upon the expiration of the fourth (4th) extended term, then upon the expiration of the fourth (4th) extended term this Agreement shall continue in full force upon the same covenants, terms, and conditions for a further term of one (1) year, and for annual terms thereafter until terminated by either party by giving to the other written notice of its intention to so terminate at least six (6) months prior to the end of any such annual term.

6. USE. TENANT shall use the Property for the purpose of constructing, maintaining and operating a communications facility and uses incidental thereto.

7. GOVERNMENTAL APPROVALS. LESSOR shall cooperate with TENANT in its effort to obtain and maintain in effect all certificates, permits, licenses and other approvals required by governmental authorities for TENANT's use of the Property.

8. TAXES. TENANT shall be responsible for making any necessary returns for and paying any and all property taxes separately levied or assessed against the improvements constructed by TENANT on the Property.

9. INSURANCE. TENANT shall, at its sole cost and expense, at all times during the term of this Lease maintain in effect a policy or policies of insurance.

10. SELF- INSURANCE. LESSOR acknowledges that TENANT is or may be a self-insurer with respect to all or a substantial portion of the risks commonly insured against under standard fire and extended coverage and commercial general liability insurance policies.

11. INDEMNIFICATION. TENANT shall indemnify and hold LESSOR harmless against any liability or loss from personal injury or property damage resulting from or arising out of the use and occupancy of the Property by TENANT or its employees or agents.

12. SALE OF PROPERTY. Should LESSOR, at any time during the initial or any extended term of this Agreement, decide to sell the Property, or all or any part of LESSOR's Surrounding Property, to a TENANT other than TENANT, such sale shall be subject to this Agreement and TENANT's rights hereunder.

13. ASSIGNMENT. This Agreement may be sold, assigned or transferred at any time by TENANT to TENANT's parent company or any affiliate or subsidiary of TENANT or its parent company.

14. CONDEMNATION. If the whole of the Property, or such portion thereof as will make the Property unusable for the purposes herein leased, is condemned by any legally constituted public authority, then this Agreement shall cease from the time when possession thereof is taken by the public authority.

15. SUBORDINATION. At LESSOR’s option, this Agreement shall be subordinate to any deed to secure debt or mortgage by LESSOR which now or hereafter may encumber the Property.

16. TITLE INSURANCE. TENANT, at TENANT's option, may obtain title insurance on the Property.

17. HAZARDOUS MATERIALS. LESSOR warrants, represents and agrees that neither the LESSOR nor, to the best of LESSOR's knowledge, that any third party has used, generated, stored, or disposed of any Hazardous Materials.

18. OPPORTUNITY TO CURE. If TENANT should fail to pay any rental or other amounts payable under this Agreement when due, LESSOR shall first provide TENANT with written notice of the failure and cure period.

20. NOTICES. Except as otherwise provided herein, any notices or demands which are required by law or under the terms of this Agreement shall be given or made by LESSOR or TENANT in writing and shall be given by hand delivery, telegram or other similar communication or sent via facsimile followed up by an original hard copy or by certified or registered mail.

21. TERMINATION Notwithstanding any other termination rights available to TENANT under this Lease, TENANT, at its sole and absolute discretion, shall have the right to terminate this Lease with ninety (90) days prior written notice to LESSOR and a lump sum payment to LESSOR in an amount equal to twelve (12) months rent or the total of the remaining months of the term, whichever is less.

22. REMOVAL OF IMPROVEMENTS. Title to all improvements constructed or installed by TENANT on the Property shall remain in TENANT, and all improvements constructed or installed by TENANT shall at all times be and remain the property of TENANT.

23. MISCELLANEOUS. This Agreement cannot be modified except by written modification executed by LESSOR and TENANT in the same manner as this Agreement is executed.

24. QUIET ENJOYMENT. LESSOR covenants that paying the rental and performing the covenants, terms, and conditions required of TENANT contained herein, shall peaceably and quietly have, hold, and enjoy the Property and the leasehold estate granted to TENANT by virtue of this Agreement.

25. SECURITY INTEREST. It is the express intent of the parties to this Lease that LESSOR have no security interest whatsoever in any personal property of the TENANT whatsoever.

26. REPRESENTATION. LESSOR and TENANT warrant to each other that they were represented in this transaction by and respectively and by no other real estate brokerage firms.

27. GOVERNING LAW. This Agreement shall be governed and interpreted by, and construed in accordance with, the laws of the State .

28. ATTORNEY'S FEES. In any proceeding which either party may prosecute to enforce its rights hereunder, the unsuccessful party shall pay all costs incurred by the prevailing party, including reasonable attorneys' fees.

29. MEMORANDUM OF LEASE. At the request of TENANT, LESSOR agrees to execute a memorandum or short form of this Agreement, in recordable form.

30. CONFIDENTIALITY. LESSOR agrees not to discuss publicly, advertise, nor publish the terms or conditions of this Lease Agreement.

31. BINDING EFFECT. This Agreement shall extend to and bind the heirs, personal representatives, successors, and assigns of LESSOR and TENANT and shall constitute covenants running with the land.

32. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which shall constitute the same agreement.