SITE LEASE

THIS SITE LEASE (this Lease) is by and between the DeKalb County School District, acting by and through the Board of Education of DeKalb County, Georgia (Landlord) and T-Mobile South LLC, a Delaware limited liability company(Tenant). 1. Premises and Easements. (a) Landlord hereby leases to Tenant the property (the Premises), described as Leased Premises in the attached Exhibit A, which Premises are located on Landlords property having an address of _______________, more particularly described as the Property in the attached Exhibit B together with the improvements thereon, (collectively, the Property), on the terms and conditions set forth herein together with a non-exclusive easement for pedestrian and vehicular ingress and egress to and from the Premises (which easement shall be subject to Landlords relocation rights described in Section 1(b) hereof) and a non-exclusive easement for the installation and maintenance of utilities, cables and conduits over, under and across the Property to and from the Premises in the location or locations more particularly described in Exhibit A attached hereto . The easement rights granted herein (the Easements) shall expire on the date which is the sixtieth (60th) day after the date on which this Lease expires or sooner terminates. (b) Landlord reserves the right from time to time during the Initial Term and any Renewal Term to relocate Tenants easement for ingress and egress to and from the Premises, subject, however, to each of the following: (i) Landlord shall provide Tenant at least ninety (90) days prior written notice of such relocation; (ii) Tenant shall maintain the right of continuous and effective access to and from the Premises in accordance with Section 1(a) hereof during the period of such re-location; (iii) The costs, if any, for re-locating the easement shall be borne by Landlord; and (iv) Landlord and Tenant shall cooperate with the other to execute and deliver a recordable Memorandum of Amendment of Lease confirming such relocated easement area.

2. Consideration. Upon the full execution of this Lease by the parties hereto, Tenant shall pay to Landlord as a contract consideration fee, the amount of two thousand dollars ($2,000.00), which is non-refundable in all events and which shall not apply as Rent. 3. a. Due Diligence Period. From the Effective Date through and including the date which is six (6) months after the Effective Date (the Due Diligence Period), Tenant shall have a right of access to the Property to perform any surveys, soil tests, and other engineering procedures or environmental investigations (Tests) on the Property deemed necessary or appropriate by Tenant to evaluate the suitability of the Property for the uses contemplated under this Lease. In the event of any damage to, or alteration of, the Property caused by Tenants activities under this Section 1(c), Tenant shall repair or restore the affected area or areas to the condition thereof prior to such damage or alteration. Tenant hereby agrees to indemnify and hold Landlord harmless for any and all claims, losses, or damages incurred or suffered by Landlord as a result of any damage to person (including death) or property caused by said Tests. The foregoing indemnification shall survive any termination, cancellation or expiration of this Lease. At any time prior to the expiration of the Due Diligence Period Tenant shall have the right in its sole and absolute discretion to terminate this Lease by sending written notice of termination to Landlord. Thereafter, neither Landlord nor Tenant shall have any further rights or obligations under this Lease except as otherwise provided herein. Prior to the expiration of the Due Diligence Period, Tenant shall have the one-time right to extend the Due Diligence Period for one (1) additional six (6) month period by delivering written notice to Landlord of such election along with two thousand dollars ($2,000.00) as additional contract consideration, which is non-refundable in all events and which shall not apply as Rent. During the Due Diligence Period and during the Initial Term and any Renewal Term (as those terms are defined below) of this Lease, Landlord agrees to cooperate with Tenant in obtaining, at Tenants expense, all licenses and permits or authorizations required for Tenants use of the Premises (as defined below) from all applicable government and/or regulatory entities (including, without limitation, zoning and land use authorities, and the Federal Communications Commission (FCC) (Governmental Approvals), including all land use and zoning permit applications, and Landlord agrees to cooperate with and to allow Tenant, at no cost to Landlord, to obtain a title report, zoning approvals and variances, land-use permits. During the Due Diligence Period, and during the Initial Term or any Renewal Term of this Lease, Landlord agrees that it will not interfere with Tenants efforts to secure other licenses and permits or authorizations that relate to other property.

b.

c.

4. Term. The initial term of this Lease shall be five (5) years commencing on the Rent Commencement Date (defined below), and terminating at midnight on the last day of the initial term (the Initial Term). Tenant shall have the right to extend this Lease for five (5) additional and successive five-year terms (each a "Renewal Term") on the same terms and conditions as set forth herein. This Lease shall automatically renew for each successive Renewal Term unless Tenant notifies Landlord, in writing, of Tenant's intention not to renew this Lease, at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term. If Tenant shall remain in possession of the Premises at the expiration of this Lease or any Renewal Term without a written agreement, such tenancy shall be deemed a month-to-month tenancy at a rental amount equal to one hundred fifty percent (150%) and otherwise under the same terms and conditions of this Lease. 5. Rent.

(a) Tenant shall pay Landlord, without notice or demand of any kind, in yearly installments in advance rent in the amount of sixteen thousand eight hundred dollars and no/100 dollars ($16,800.00) per year (Rent). Rent will be increased by four thousand eight hundred and

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no/100ths dollars ($4,800.00) per year for each co-locator. In event this Lease does not terminate pursuant to Section 3 above, Rent shall become due and payable upon the earlier to occur of (i) the date of this issuance of the permit for the construction of Tenants improvements on the Premises or (ii) the first day after the expiration of the Due Diligence Period (such earlier date being the Rent Commencement Date). Thereafter Rent will be payable annually in advance by the fifth day following anniversary of Rent Commencement Date to Landlord at the address specified in Section 12 below. Landlord, its successors, assigns and/or designee, if any, will submit to Tenant any documents required by Tenant in connection with the payment of Rent, including, without limitation, an IRS Form W-9. (b) In addition to the annual Rent amounts, on the Rent Commencement Date Tenant will pay a one-time fee to ________________ of twenty five thousand dollars ($25,000.00), which is non-refundable in all events and which shall not apply as Rent. In addition prior to the installation of each co-locator, if any, Tenant shall pay to ________________, as additional contract consideration fee, twenty five thousand dollars ($25,000.00), which is non-refundable in all events and which shall not apply as Rent. (b) During the Initial Term and any Renewal Terms, Rent shall be adjusted, effective on the first day of each year of the Initial or Renewal Term, and on each such subsequent anniversary thereof, to an amount equal to three percent (3%) of the Rent in effect immediately prior to the adjustment date. 6. Permitted Use. Tenant shall use the Premises for the purpose of installing, maintaining, and operating the Antenna Facilities (as hereinafter defined) and uses incidental thereto and for no other purposes. 7. Interference. Tenant shall not use the Premises in any way which interferes with the use of the Property by Landlord or lessees or licensees of Landlord with rights in the Property on the Effective Date. Such interference shall be deemed a material breach by Tenant, who shall, upon written notice from Landlord, be responsible for terminating said interference at Tenants sole cost and expense. If such interference cannot be eliminated within five (5) days after receiving Landlords written notice of the interference, Tenant shall immediately cease operating the component or components of the Antenna Facilities (defined below) causing such interference and shall not reactivate operation thereof, except intermittent operation solely for the purpose of testing, until the interference has been eliminated. If such interference continues to occur thirty (30) days after Tenant has received Landlords written notice, Landlord, at its option, may terminate this Lease immediately upon written notice to Tenant. 8. (a) Improvements; Utilities; Access. Tenant shall have the right, at its expense, to erect and maintain on the Premises improvements, personal property and facilities necessary to operate its communications system, including, without limitation, radio transmitting and receiving antennas, microwave dishes, tower and base, equipment shelters and/or cabinets and related cables and utility lines and a location based system, as such location based system may be required by any county, state or federal agency/department, including, without limitation, additional antenna(s), coaxial cable, base units and other associated equipment (collectively, the Antenna Facilities). Tenants construction and installation of the Antenna Facilities shall be made according to plans (the Plans) approved by Landlord in writing in advance, which approval shall not be unreasonably withheld. The Plans shall include, but not be limited to, specifications concerning landscaping, site preparation and construction time lines. In connection therewith, Landlord shall respond to Tenants written request for approval of the Plans within fifteen (15) business days after receipt thereof with any disapproval, objections or proposed modifications. If Landlord does not so respond within fifteen (15) business days, then such Plans shall be deemed approved by Landlord. Tenant shall not begin any installation or construction of the Antenna Facilities until Landlord has approved Tenants Plans or such Tenant Plans are deemed approved pursuant to this Section 8(b). Tenant, at its expense, shall use appropriate means of restricting access to the Antenna Facilities, including, without limitation, the construction of a fence. Tenant shall, at Tenants expense, put, keep and maintain Premises, including, without limitation, the Antenna Facilities now or hereafter located on the Premises, in good condition and repair during the term of this Lease, install and maintain the Antenna Facilities in accordance with good engineering practices and shall conform, when applicable, with the National Electric Safety Code and all other applicable federal, state and local laws and regulations. Tenant shall promptly replace any plantings which die during the first year of this Lease. At reasonable times and following reasonable advance notice to tenant, Tenant shall permit examination of the Premises, including, without limitation, the Antenna Facilities, by any duly authorized representative of Landlord; provided however, that Landlords representative shall ascend the tower or enter any equipment of Tenant. Landlord hereby agrees that it shall not injure the Antenna Facilities or interfere with or disrupt the operation thereof in conducting any such examination. During construction of the Antenna Facilities, Tenant shall have, and Landlord hereby grants to Tenant, a temporary construction easement to use all or portions of the Property identified on Exhibit A as may be reasonably necessary for the storage of materials and staging of construction; provided, however, that (i) Tenant shall not unreasonably interfere with Landlords customary operations on the Property during Tenants utilization of such temporary easement and (ii) Landlord shall have the right upon prior written notice to Tenant to re-locate such temporary easement to another location on the Property reasonably convenient to the Premises. Tenant further agrees that any equipment or materials located on or about the Property for construction of the Antenna Facilities shall be secured and stored in a safe manner and that Tenant shall promptly replace or repair any damage to the Property or improvements thereon caused as a result of Tenants construction activities. Tenant and Landlord shall mutually agree upon the dates and hours during which Tenant may use a crane on the Premises or the Property. Notwithstanding the foregoing, Tenant agrees that it will not move, transport or suspend all or any portion of the Antenna Facilities by crane while school or any extra-curricular activities are being conducted on the Property. Tenants use and occupancy of the Premises and all work by Tenant shall be performed in compliance with applicable laws and ordinances. Tenant is not authorized to contract for or on behalf of Landlord for work on, or the furnishing of materials to the

(b)

(c)

(d)

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(e)

(f)

(g)

(h)

(i) (j) 9. follows:

Property or any portion thereof, and Tenant shall pay any and all subcontractors, material men, mechanics or laborers promptly for any work or materials claimed to have been furnished at the instance of Tenant on the Property. Tenant shall promptly discharge , or otherwise cause the removal of, any liens filed against the Property by any person or entity claiming to have performed work or provided materials by, through, under or on behalf of Tenant. Following the completion of its construction and installation, Tenant shall not relocate, or make any Major Modification (as defined below) to, the tower or any equipment storage structure without Landlords prior written consent, which consent may be withheld in Landlords sole discretion. As used herein, the term Major Modification shall mean a significant structural alteration to the tower or structure (such as, by way of example and not limitation, adding of heights to the tower or expanding of, or adding a story to , the structure) or other alteration or addition resulting in material change in the visual appearance of the Antenna Facilities (such as, by way of example and not limitation, the conversion of the tower into a tree, bell tower or lattice structure or material change in the color of the Antenna Facilities. A Major Modification shall not include the adding, decreasing, replacing, or upgrading of antennas or antenna arrays on the tower (or of related cable or other antenna accessories) or cabinets or other equipment inside the Premises, provided that the same do not lessen the safety of the Antenna Facilities. The Antenna Facilities shall remain the exclusive property of Tenant and shall not be considered fixtures. All additions or modifications to the Premises or the Antenna Facilities other than a Major Modification shall be subject to Landlords approval, which shall not be unreasonably withheld. Prior to construction or installation of any such additions or modification, Tenant shall provide Landlord copies of all reasonably required plans and drawings related to such additions or modifications (such plans and drawings to include, but not be limited to, specifications concerning landscaping, site preparation and installation time lines), and Landlord shall respond within thirty (30) days after the receipt thereof with any disapproval, objections or proposed modifications or such plans shall be deemed approved by Landlord. Upon termination or expiration of this Lease, Tenant shall, at its sole cost and expense, remove the Antennae Facilities and return the Premises to Landlord in good, usable condition as existed prior to the Effective Date. The obligations of Tenant in this Section 8(g) shall survive the termination or expiration of this Lease. Tenant shall have the right to install utilities (including, but not limited to, the installation of emergency power generators), at Tenants expense within the areas depicted on Exhibit A. Landlord agrees to use reasonable efforts in assisting Tenant to acquire necessary utility service. Tenant shall obtain its utility service directly from the provider or providers thereof, separately meter such service and promptly make payment thereof. If at any time during the term of this Lease, Tenant shares use of any utility service with Landlord, or any of Landlords other tenants or licensees, then Tenant shall pay the periodic charges for all such utilities used in connection with the Property at the rate charged by the servicing utility. Tenant shall have 24-hours-a-day, 7-days-a-week access to the Premises at all times during the Initial Term of this Lease and any Renewal Term, at no charge to Tenant. Tenant shall maintain and repair the Easements, at its sole expense. Termination. Except as otherwise provided herein, this Lease may be terminated, without any penalty or further liability as

(a) upon thirty (30) days written notice by Landlord if Tenant fails to cure a default for payment of amounts due under this Lease within such thirty (30) day period; (b) upon one (1) year advance written notice by Landlord if Landlord determines in its sole discretion that the Premises are needed for educational purposes; provided, however, Landlord shall make commercially reasonable efforts to provide an alternative site on the Property for relocation of the Premises. (c) upon thirty (30) days prior written notice by Tenant if, after exercising reasonable, diligent and good faith efforts to obtain and maintain the following, Tenant is unable obtain or maintain any license (including, without limitation, an FCC license), permit or any Governmental Approval necessary to the installation and/or operation of the Antenna Facilities or Tenants business; (d) immediately upon written notice by Tenant if the Premises or the Antenna Facilities are destroyed or damaged so as in Tenants reasonable judgment to substantially and adversely affect the effective use of the Antenna Facilities; provided, however, Tenant shall not be entitled to the reimbursement of any Rent prepaid by Tenant. (e) at the time title to the Property transfers to a condemning authority pursuant to a taking of all or a portion of the Property sufficient in Tenants determination to render the Premises unsuitable for Tenants use. In the event of any taking under the power of eminent domain, Tenant shall not be entitled to any portion of the award paid for the taking and Landlord shall receive the full amount of such award. Tenant hereby expressly waives any right or claim to all or any portion of such award. (f) upon ninety (90) days prior written notice by Tenant to Landlord, if Tenant determines that the Property, Premises, or Antenna Facilities are inappropriate or unnecessary for Tenants operations for economic or technological reasons; provided, however, that if Tenant terminates pursuant to this Subsection 9(f), Landlord shall retain any prepaid Rent. 10. Default and Right to Cure. Notwithstanding anything contained herein to the contrary and without waiving any other rights granted to it at law or in equity, each party shall have the right, but not the obligation, to terminate this Lease on written notice pursuant to Section 12 hereof, to take effect immediately, if the other party fails to perform any covenant or commits a material breach of this Lease and fails to diligently pursue a cure thereof to its completion after thirty (30) days written notice specifying such failure of performance or default.

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11. Taxes. Tenant shall pay when due all personal property tax, real property tax or any other tax or fee arising in connection with this Lease or otherwise attributable to the presence or installation of Tenants Antenna Facilities on the Premises. 12. (a) Insurance and Subrogation and Indemnification. Tenant shall, at its sole cost and expense, take out and maintain during the term of this Agreement, a policy or policies of commercial general liability insurance issued by a company licensed to do business in the State of Georgia and having a financial strength, reinsurance backing or net worth comparable to those carriers having a rating by Best in its A range of classification in amounts of One Million and no/100 Dollars ($1,000,000.00) per occurrence and Two Million and no/100 Dollars ($2,000,000.00) aggregate, or such other amounts as Landlord may reasonably determine. This liability insurance shall include, but shall not be limited to, protection against claims arising from bodily and personal injury and damage to property, resulting from Tenants use of the Property, Communication Facilities, automobiles, products and completed operation. The policy shall state that the policy shall not be canceled or materially amended without the insurer providing thirty (30) days prior written notice to Landlord. Tenant shall promptly notify Landlord of any pending or threatened litigation in connection with the Property or any portion thereof. The obligations of this Section 12(b) shall survive the expiration or other termination of this Lease. Tenant agrees to indemnify, defend and hold harmless Landlord and its elected officials, officers, employees, agents, sublessees, licensees and representatives from and against any and all claims, costs, losses, expenses, demands, actions, or causes of action, including reasonable attorneys fees and other costs and expenses of litigation, which may be asserted against or incurred by Landlord, or for which Landlord may be liable, which arise from any injury or damage to a person (including death) or property and caused by or resulting from the use or occupancy of the Property, including the Premises, by Tenant, or its employees, agents, sublessees, licensees or subcontractors or caused by or resulting in connection with the operation of the Antenna Facilities, by Tenant or by its employees, agents, sublessees, licensees, or subcontractors, except those which arise solely from the gross negligence or willful misconduct of Landlord. Tenant hereby expressly acknowledges that the foregoing obligation to indemnify, defend and hold harmless includes any such claim asserted by a third party coming onto or about the Premises, and alleging injury in connection with the Antenna Facilities (subject to the exception concerning Landlords gross negligence or willful misconduct described above. Tenant further agrees to undertake the defense, through counsel selected by Tenant and reasonably acceptable to Landlord, or at Tenants option reimburse Landlords attorneys fees and litigation costs, in any litigation or equitable proceeding instituted against Landlord by any party seeing to enjoin the construction of the Antenna Facilities, or to force the removal thereof, or otherwise challenging the legality or continuation of Tenants permitted use of the Premises hereunder. The obligations of this Section 12(c) shall survive the expiration or other termination of this Lease. Tenant shall be solely responsible for and will defend, indemnify, and hold Landlord and its elected officials, officers, employees, agents, sublessees, licensees and representatives from and against any and all claims, costs, losses, expenses, demands, actions, or causes of action, including reasonable attorneys fees and other costs and expenses of litigation, arising out of or in connection with the cleanup or restoration of the Property, including the Premises, arising from or in connection with Tenants or its affiliates, officers, employees, contractors, sub-contractors, co-locators, agents, sublessees, licensees or representatives use of Hazardous Materials (as hereinafter defined) (other than claims arising solely from Landlords gross negligence or willful misconduct). Hazardous Materials means asbestos, petroleum products, and any toxic or hazardous substance, waste or material defined in any federal, state or local environmental or safety law or regulation including, but not limited to, CERCLA. The indemnification contemplated by this paragraph specifically includes costs incurred in connection with any investigation of site conditions and any cleanup, remediation, removal or restoration work required by any governmental authority having jurisdiction. Tenants obligation under this Subsection 12(d) specifically shall not include indemnification of Landlord for claims or costs associated with the remediation of contamination caused solely by unauthorized third parties and not in connection with Tenant its affiliates, officers, employees, contractors, sub-contractors, co-locators, agents, sublessees, licensees or representatives, the Antenna Facilities or the Premises. The obligations of this Section 12(d) shall survive the expiration or other termination of this Lease.

(b) (c)

(d)

13. Notices. All notices, requests, demands and other communications shall be in writing and are effective three (3) days after deposit in the U.S. mail, certified and postage paid, or upon receipt if personally delivered or sent by next-business-day delivery via a nationally recognized overnight courier to the addresses set forth below. Landlord or Tenant may from time to time designate any other address for this purpose by providing written notice to the other party. 14. Assignment and Subleasing. Tenant shall have the right to assign or otherwise transfer this Lease (as defined above) granted herein upon written notice to Landlord to Tenants Affiliates. As used herein Affiliate shall mean a parent or subsidiary of Tenant, an entity that owns or controls, is owned or controlled by, or is under common ownership or control, with Tenant, or any entity which merges or is consolidated with Tenant or which purchases a controlling interest in the ownership of Tenant. As to other parties, this Lease may not be sold, assigned, or transferred without the prior written consent of Landlord, such consent not to be unreasonably withheld. An assignment, transfer, or sublease of this Lease shall not discharge or release Tenant from any obligations or liabilities hereunder. If Landlord has conveyed, or hereafter conveys, to Landlords lender or other secured party (a Mortgagee) a mortgage against or deed to secure debt to the Property, or otherwise conveys a security interest therein, Tenant hereby agrees that this Lease shall be subordinate to the interest of Mortgagee in the Property; provided, however, that a condition of such subordination shall be that the Mortgagee shall agree in writing that, notwithstanding any foreclosure, repossession or acquisition of title to the Property by Mortgagee or its transferee, successor or assign, Tenants use and occupancy of the Premises shall not be disturbed so long as it is in compliance with its obligations hereunder. Upon such agreement, Tenant shall attorn to such Mortgagee.

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17. Successors and Assigns. This Lease and the Easements granted herein shall run with the land, and shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns. 18. Subordination of Landlords Lien. Tenant may, upon notice to Landlord, grant a security interest in the Antenna Facilities (such holders of security interests are herein referred to as Secured Parties). Landlord hereby agrees to subordinate any and all lien rights it may have, statutory or otherwise, concerning the Antenna Facilities or any portion thereof, which shall be deemed personal property for the purposes of this Lease, whether or not the same is deemed real or personal property under applicable laws, to such rights of the Secured Parties and to execute such instruments as Secured Parties may reasonably require to confirm such subordination. 19. (a) Miscellaneous. The prevailing party in any litigation arising hereunder shall be entitled to reimbursement from the other party of its reasonable attorneys fees and court costs, including appeals, if any. This Lease constitutes the entire agreement and understanding of the parties, and supersedes all offers, negotiations and other agreements with respect to the subject matter and property covered by this Lease. Any amendments to this Lease must be in writing and executed by both parties. Each party agrees to cooperate with the other in executing any documents necessary to protect Tenants rights in or use of the Premises. A Memorandum of Lease in substantially the form attached hereto as Exhibit C may be recorded in place of this Lease by Tenant. Neither party shall record this Lease in the official records of DeKalb County. Tenant may obtain title insurance on its interest in the Premises. Landlord, at Tenants cost and expense, agrees to execute such documents as the title company may reasonably require in connection therewith. This Lease shall be construed in accordance with the laws of the state in which the Property is located, without regard to the conflicts of law principles of such state. Time is of the essence of each and every provision of this Lease. If any term of this Lease is found to be void or invalid, the remaining terms of this Lease shall continue in full force and effect. Any questions of particular interpretation shall not be interpreted against the drafter, but rather in accordance with the fair meaning thereof. No provision of this Lease will be deemed waived by either party unless expressly waived in writing by the waiving party. No waiver shall be implied by delay or any other act or omission of either party. No waiver by either party of any provision of this Lease shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision. The persons who have executed this Lease represent and warrant that they are duly authorized to execute this Lease in their individual or representative capacities as indicated. This Lease may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument. All Exhibits referred to herein are hereby incorporated herein for all purposes. Upon the expiration or termination of this Lease, Tenant agrees to execute and deliver to Landlord, in recordable form, a quitclaim deed or other cancellation, confirming that this Lease has expired or terminated as the case may be. This obligation shall survive the expiration or other termination of this Lease. If either party is represented by any broker or any other leasing agent, such party is responsible for all commission fee or other payment to such agent. The effective date of this Lease is the date of execution by the last party to sign (the Effective Date). Special Conditions. [TBD]

(b)

(c)

(d)

(f)

(g) (h)

(i)

(j)

(k) (l)

(m)

(n) 20.

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