Option to Purchase Real Estate

OPTION TO PURCHASE REAL ESTATE
(LONG FORM)

(SITE NAME)

This agreement entered into this day of , 20 between

hereinafter called "Seller", whether one or more, and

a

corporation, whose address is

whose telephone number is , hereinafter called "Buyer", whether one or more.

WITNESSETH:

In consideration for the amount of $ , cash in hand paid by Buyer to Seller, the receipt and sufficiency of which are hereby acknowledged and confessed, Seller hereby grants unto Buyer, for a period of SIX (6) months from the above date, the exclusive right and option to exercise this option to purchase the real property in County, more specifically described as follows and, upon exercise, to thereupon purchase same as herein below provided:

The total purchase price shall be the sum of $ including the sum paid for this option, to be paid by check from Buyer at the time of the closing of this sale. This option may be extended for an additional 6 months by written notice to Sellers during the first 6 month term of Buyer's desire to extend and payment of $ by check.

To exercise this option, Buyer shall, on or before this option expires, give Seller written notice to that effect in person or mailed to the address shown by the signature below.

All notices to Seller, if by mail, shall be considered as having been given when placed in the United States Mail, postage prepaid by the Buyer. Notice to any one Seller is deemed notice to all.

In the event the Buyer fails to exercise this option and unless otherwise expressly provided herein, the sum paid for this option shall be retained by the Seller. In such event, the monies retained and costs hereunder assumed by the Buyer shall be considered to be a full and complete satisfaction and accord of any damages suffered by Seller because of Buyer's failure to purchase this property. Without having the obligation to do so the Buyer, and its agents, shall have the right, upon written or verbal notice to the Seller or either of them, to enter the property, from time to time while this option is in effect, to survey, inspect, conduct soil borings and tests, or otherwise examine and/or test the property and the facilities located thereon (including but not limited to the tower). Testing may include cutting of trees on the site and, if so, then Buyer will pay the reasonable value of such trees, not to exceed the statutory value for wrongful cutting of same, should the option not be exercised. Buyer assumes all liability for

damages to the property and/or persons caused by activities by Buyer or its agents under this paragraph and this obligation shall survive any termination or rescinding of this agreement.

This option is for the benefit of and binding upon the heirs, successors and assigns of the parties hereto. This agreement is the result of negotiations between the parties and shall be considered as jointly drafted for all purposes.

For purposes of recording in the land records, a Short Form notice of this option in the general form of the attached shall be executed by Seller.

The Seller represents that, as of the date of this option, Seller, in his own name, has good and merchantable title to the property, that the property is zoned in a manner to allow operation of a wireless telephone tower and related facilities, there is an assignable adequate access easement to the property for ingress and egress, power, and telephone service, and that it is not in a flood zone. Seller represents that the land is not part of his homestead nor is it subject to any homestead or marital rights of any other person or, if it is homestead or subject to marital rights, sufficient persons have signed this document to allow its enforcement. Seller will take such actions as may be necessary to maintain such title and status pending closing. Seller represents that there are no known pollution or other environmental hazards which exist on the property contrary to regulations and/or laws related thereto or which would restrict the use of the property for the intended use as tower and equipment site, and there are no endangered species or protected wildlife existing on the property which would restrict use of the property for its intended purpose. Further Seller represents that there are not now nor have there been underground storage tanks on the property. Seller represents that the land is not a wetlands as that term is used in the Federal Clean Water Act. Buyer may rely upon these representations which shall survive the closing and Buyer has no obligation to investigate. Nevertheless, should investigation disclose any of the foregoing conditions on the property which in the opinion of Buyer's attorney would restrict the use of the property for its intended use, Buyer shall be entitled, at its sole option, to rescind this agreement.

Upon the giving of timely notice of the exercise of this option as above provided, Seller shall then be obligated to sell and Buyer shall then be obligated to purchase the above described property in a timely manner on the following terms and conditions:

1. The parties agree to prorate all city, and county ad valorem taxes for the then current tax year on the property as of the date of the execution and delivery of the warranty deed by the Seller.
2. Transfer of title shall be by recordable general warranty deed, in the general form of the attached, signed and delivered by Seller.
3. Necessary easements, if any, to the subject lands for access to a public road, construction, power and/or telephone will be granted by Sellers and shall be included in warranty deed.
4. Possession of the above described land shall be delivered over to Buyer at the closing with the delivery of the deed.
5. The closing of this sale shall take place at a mutually acceptable date and place, following the exercise of the option but not more than ten (10) working days after the Buyer has received the of binder referred to below and after all contingencies mentioned in this Option have been met.
6. The obligation to purchase is further contingent upon Buyer's acquiring approval and authorizations from the appropriate local, state and federal agencies, including but not limited to any local zoning or planning board. Seller will cooperate and participate in any applications, hearings and/or other procedure to obtain the necessary approval. Should such approvals not be obtained Buyer may, at its election, be released from its obligation to purchase and Seller shall keep all moneys paid by Buyer hereunder.
7. Title to the above described property must be merchantable, that is, free and clear of all liens, encumbrances and defects to the satisfaction of Buyer's attorney. Prior to the sale but after being supplied a survey of the plot, Seller shall provide, at Seller's expense, a binder for a Valley Title insurance title insurance policy in favor of Buyer on the subject land and easements for the purchase price plus $150,000 satisfactory to Buyer's attorney showing a State of Title as herein provided and not later than 20 days following delivery of the plat or exercise of this option, whichever is later. The premium for such insurance, if purchased, shall be at Buyer's expense.
8. Should any contingency which is an obligation of Seller herein not be met within three months of notice of exercise of this option, Buyer may, at its sole election, be released from its obligation to purchase upon written notice to the Seller of such election and all funds (other than for damages to persons or properties as above provided) paid Seller shall be then refunded. However, Buyer may elect to waive any contingency not met, proceed with the purchase or otherwise enforce Buyer's rights to purchase.

IN WITNESS WHEREOF, Seller and Buyer have executed this instrument in duplicate originals as of the date first set out above.