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E IBIT OPTION AND GROUND LEASE AGREEME �fn, THIS OPTION AND GROUND LEASE AGREEMENT ("Agreement") is made this Q73 day of_ 19 20L, by and between the CITY OF NORTH OLMSTED, an Ohio municipal co ration ("Optionor") and TOWERCO 2013 LLC, a Delaware limited liability company ("Optionee"). 1. OPTION TO LEASE 1. Grant of Option. Optionor is the owner of a parcel or parcels of real property located in the county of Cuyahoga, State of Ohio, as more particularly described in Exhibit A annexed hereto (the `Parent Parcel"). For good and valuable consideration and the mutual promises herein set forth, Optionor hereby gives and grants unto Optionee and its assigns, an exclusive and irrevocable option ("Option") to lease a certain portion or portions of the Parent Parcel (the "Property"), together with easements for ingress, egress and utilities for the duration of this Agreement (collectively, the "Easement''). The Property together with the Easement is collectively the "Premises" and are more particularly described and/or depicted on Exhibit B attached hereto. Optionor agrees and acknowledges that Optionee may at Optionee's sole cost and expense have a metes and bounds survey prepared of the Premises and that the legal description of the Premises as shown on the survey shall thereafter become the legal description of the Premises. Any assignment of this Option that is entered into by Optionor or Optionee shall be subject to the provisions of this Agreement. Optionee may not assign this Agreement without the consent of Optionor. 2. Option Initial Term. The initial term of this Option shall be for eighteen (I8) months from the date this Option is executed by Optionee ("Option Initial Term"). 3. Consideration for Option. Consideration for the Option Initial Term granted hereunder shall be Five Hundred and No/100 Dollars ($500.00) ("Option Consideration"). Payment of the Option Consideration by Optionee to Optionor shall be credited in full to the first year's Rent payment due Optionor if this Option is exercised by Optionee. 4. Extension of Option. This Option can be extended at the discretion of Optionee for two (2) additional period(s) of twelve (12) months each ("Option Renewal Temn(s)") by Optionce paying to Optionor the additional consideration of Five Hundred and No/100 Dollars ($500.00) ("Option Extension Consideration") prior to the expiration of the then existing term of this Option. Any Option Extension Consideration shall be credited in full to the first year's Rent due Optionor if this Option is exercised by Optionce. 5. Optionor's Representations and Warranties. As an inducement for Optionee to enter into and be bound by the terms of this Option, Optionor represents and warrants to Optionce and Optionee's successors and assigns that Optionor (i) has good and marketable title to the Premises, (ii) has the authority to enter into and be bound by the terms of this Option, (iii) to the best of Optionor's knowledge, there are no pending or threatened lawsuits, administrative actions (including bankruptcy or insolvency proceedings) suits, claims or causes of action against Optionor or which may otherwise affect the Premises; and (iv) the Premises are not presently subject to an option, lease, agreement or other contract which may adversely affect Optionor's ability to fulfill its obligations under this Option. Optionor covenants and agrees that it shall not grant an option or enter into any contract which will TOWp D Site Nemo. N Oleehtl Rec Towe oSite Number: OH039i